HomeMy WebLinkAboutOrdinance - 9465-1991 - Texas Light And Power System Revenue Bond Series 1991A - 07/11/1991ORDINANCE NO. 9465
VPitf 1/1 ;9q 1
.fliy I~ 1 1qq I
AN ORDINANCE authorizing the issuance of
$4,424,975.75 "CITY OF LUBBOCK, TEXAS, ELECTRIC
LIGHT AND POWER SYSTEM REVENUE REFUNDING BONDS,
SERIES 1991A• and $4,999,988.80 "CITY OF
LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM
REVENUE REFUNDING BONDS, SERIES 19918";
prescribing the forms, terms, and provisions of
said bonds; pledging the net revenues of the
City's Electric Light and Power System to the
payment of the principal of and interest on said
bonds; enacting provisions incident and related
to the issuance, payment, security, sale and
delivery of said bonds, including the approval
and distribution of an Official Statement
pertaining thereto, the approval of a Paying
Agent/Registrar Agreement, the approval of a
Purchase Contract, the approval of a Special
Escrow Agreement, exercising the City's right to
optionally redeem its outstanding Series 1983
and Series 1984 Electric Light and Power System
Revenue Bonds, and providing an effectiv• date.
WHEREAS, the City of Lubbock, Texas (the ~city") has
duly issued and delivered obligations, and there are cunently
outstanding obligations of the following issues. payable f rl'):r
and secured by a lien on and pledge of the no?t revenlie.-:i of • he
City's Electric Light and Power (the "System"), and totalLing
in principal amount $9,425,000 (hereinafter collectively called
the "Refunded Bonds"), to wit:
(l) City of Lubbock, Texas, Electric Light
and Power System Refunding Revenue
Bonds, Series 1983, dated May 15, 1983
(the "Series 1983 Refunded Bonds"),
maturing in the years 1994 through 2002
and aggregating
in the principal amount of
(2) City of Lubbock, Texas, Electric Light
and Power System. Revenue Bonds. Series
1984, dated April 15, 1984 (the "Series
1984 Refunded Bonds"), maturing in the
years 1995 through 2004 and aggregating
in the prinicipal amount of :,.ooo.ooo
AND WHEREAS, the City Council has determined that
refunding bonds should be issued in an amount. sufficient to
discharge and make final payment of the principal of and
interest on the Refunded Bonds and, by reason of such
refunding, the City wi 11 realize a present value debt service
savings of approximately $628,223.93; and
WHEREAS, the City Council has further determined and
hereby finds that said bonds can and should be issued on a
parity with other outstanding revenue bonds of the City
(hereinafter called and defined as "Previously Issued Bonds")
payable from and secured by a first lien on and pledge of the
net revenues of the System and that the terms and conditions
for tha issuance of "additional bonds" on a parity with the
Previously Issued Bonds can be met and satisfied, to wit: (i)
the Mayor and City Treasurer can certify that the City is not
now in default as to any covenant, condition or obligation
prescribed by the ordinances authorizing the issuance of the
outstanding Previously Issued Bonds, including showings that
all interest, sinking, and reserve funds have been fully
maintained in accordance with the prov1s1ons of said
ordinances; ( ii) applicable laws of the State of Texas now in
force permit and authorize the issuance of the bonds and wi 11
6!al7E-1
be fully complied with, (iii) the City can secure from an
independent Certified Public Accountant a written report
demonstrating that the net revenues of the System were, during
the last completed fiscal year, equal to at least 1-112 times
the average annual principal and interest requirements of a 11
the bonds which will be secured by a first lien on and pledge
of the net revenues of the System and which will be outstanding
upon the issuance of the bonds herein authorized; and further
demonstrating that the net revenues of the System during the
last completed fiscal year were equal to at least 1-1/5 times
the maximum annual principal and interest requirements of all
such bonds as wi 11 be outstanding upon the issuance of the
bonds herein authorized, {iv) the bonds herein authorized will
mature on April 15 in each year, and (v) the "Reserve Portion"
of the Bond Fund shall be accumulated and supplemented as
necessary to maintain therein a sum equal to at least the
average annual principal and interest requirements of all bonds
secured by a first lien on and pledge of the net revenues of
the System which will be outstanding upon the issuance of the
bonds herein authorized; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK:
SECTION 1: Authorization -Designation -Principa 1
Amount -Purpose. Revenue bonds of the City shall be and are
hereby authorized to be issued in two series in the aggregate
principal amount of $9,424,964.55, to be designated and bear
the title "City of Lubbock, Texas, Electric Light and Power
System Revenue Refunding Bonds, Series l991A" (the "Series
1991A Bonds") and "City of Lubbock, Texas, Electric Light and
Power System Revenue Refunding Bonds, Series 19918" (the
•series 1991B Bonds") (hereinafter referred to collectively as
the "Bonds"), for the purpose of refunding certain outstanding
obligations payable from the revenues of the City• s Electric
Light and Power System (identified in the preamble hereof as
the "R~funded Bonds") and paying the costs of issuance, in
confor~ity with the Constitution and laws of the State of
Texas, including Article 717k, V.A.T.c.s., as amended. The
Serle~ 1991A Bonds are issued to refund the Series 1983
Refur. ':!d Bonds and the Series 19918 Bonds are issued to refund
the ~~ries 1984 Refunded Bonds. The Bonds shall be dated July
15, 1991 (the "Issue Date" or "Bond Date").
SECTION 2: Fully Registered Interest Paying/Non-
Interest Paying Obligations -Terms. The Bonds shall be
issued as fully registered obligations, without coupons, and as
"Current Interest Bonds" (obligations paying accrued interest
to the holders or owners on and at stated intervals prior to
maturity or redemption) totalling $7,365,000 in principal
amount and as "Premium Capital Appreciation Bonds" (obligations
paying no accrued interest to the holders or owners prior to
maturity) totalling $2,059,964.55 in original principal amount.
(a) Current Interest Bonds: The Current Interest
Bonds (other than the Initial Bonds referenced in Section 8
hereof) shall be in denominations of $5,000 or any integral
multiple (within a Stated Maturity) thereof, shall be lettered
•R-• and numbered consecutively from One (1) upward and
principal shall become due and payable on April 15 in each of
the years and in amounts (the "Stated Maturities") and bear
interest at the rate(s) per annum in accordance with the
following schedule:
Principal Principal
Amount Amount
Year of Series 1991A Series 19918 Interest .
Stated Maturit:I Bonds Bonds Rate~s}
1992 $220,000 $260,000 5.00\
1993 165,000 195,000 5.25%
6Sl7E-Z
1994 720' 000 205,000 5.50%
1995 705,000 715,000 5.70%
1996 690,000 705,000 5.90%
2001 435,000 510,000 6.40%
2002 400,000 490,000 6.50%
2003 -0-480,000 6.50%
2004 -0-470,000 6.60%
The Current Interest Bonds shall bear interest on the
unpaid principal amounts from the Issue Date at the rate(s} per
annum shown in the above schedule (calculated on the basis of a
360-day year of twelve 30-day months). Interest on the Current
Interest Bonds shall be payable on April 15 and October 15 in
each year, commencing October 15, 1991.
(b) Premium Capital Appreciation Bonds. The Premium
Capital Appreciation Bonds shall each be issued in the Maturity
Amount (the "Accreted Value" [as hereinafter defined] at
maturity} of $5,000, or any integral multiple thereof within a
Stated Maturity, shall be lettered "CAB-" and numbered
consecutively from One (1) upward, and the Premium Capital
Appreciation Bonds shall be issued in the original principal
amounts, which shall accrue interest at the rate(s} stated in
the column headed "Stated Yield" in the table below, and shall
become due and payable on April 15 in each of the years (the
•stated Maturities•) in the Maturity Amounts set forth in the
following table:
Original
Year of Principal Amount
Maturity Series 1991A Bonds
1997
199'3
1999
2000
$361,444.90
$295,118.00
$240,803.40
$192,609.45
Original
Year o~ Principal Amount
Matur~ .-.-Series 1991B Bonds
1997
1998
1999
2000
$322,798.00
$263,480.30
$212,294.50
$171,416.00
Maturity Stated Actual
Premium Total Cost Amount Yield(s) Yield
$112,586.80 $474,031.70 $670,000 11.1931 6.201
$108,281.10 $403,399.10 $610,000 11.1931 6.301
$101,598.30 $342,401.70 $555,000 11.1931 6.401
$ 91,733.40 $284,342.85 $495,000 11.1931 6.501
Maturity Stated Actual
Premium Total Cost Amount Yield(s) Yield
$172.459.00 $495,257.00 $700,000 14.1371 6.201
$169,677.75 $433,158.05 $655,000 14.1371 6.301
$160,954.20 $373,248.70 $605,000 14.1371 6.401
$150,264.80 $321,680.80 $560,000 14.1371 6.501
Interest on the Premium Capital Appreciation Bonds
shall accrue from the date of delivery of the Bonds to the
initial purchasers (August 15, 1991), and be compounded
semiannually on April 15 and October 15 in each year,
commencing April 15, 1991, until the Stated Maturity therefor.
The accrued interest on Premium Capital Appreciation Bonds
shall be payable at maturity as a portion of the Maturity
Amount.
The term "Accreted Value", as used herein with respect
to Premium Capital Appreciation Bonds, shall mean the original
principal amount of a Premium Capital Appreciation Bond plus
the initial premium, if any, paid therefor with interest
thereon compounded semiannually to April 15 or October 15, as
the case may be, next preceding the date of such calculation
(or the date of calculation, if such calculation is made on
April 15 or October 15), at the respective Actual Yields stated
above therefor and, with respect to each $5,000 Accreted Value
at maturity, as set forth in the Accreted Value table appearing
in the Official Statement referred to in Section 34 hereof.
For any day other than an April 15 or October 15, the Accreted
Value of a Premium Capital Appreciation Bond shall be
determined by a straight line interpolation between the values
for the applicable semiannual compounding dates (based on
30-day months).
6537E-l
SECTION 3: Terms of Payment-Paying Agent/Registrar.
The principal of, premium, if any, and the interest on the
Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or
holders of the Bonds (hereinafter called the "HoldersM)
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 Bonds is hereby approved and
confirmed. The form of Paying Agent/Registrar Agreement
attached hereto as Exhibit A is hereby approved and the Mayor
and City Secretary are authorized to execute and deliver a
Paying Agent/Registrar Agreement in substantially the form
herein approved. The City covenants to maintain and provide a
Paying Agent/Registrar at all times unti 1 the Bonds are paid
and discharged, and any successor Paying Agent/Registrar shall
be a commercial bank, trust company, financial institution or
other entity qualified and authorized to serve in such capacity
and perform the duties and services of Paying
Agent/Registrar. Upon any change in the Paying
Agent/Registrar for the Bonds, the City agrees to promptly
cause a written notice thereof to be sent to each Holder by
United States Mail, first class postage prepaid, which notice
shall also give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall
be payable at the Stated Maturities or upon earlier redemption
thereof, only upon presentation and surrender of the Bonds to
the '!laying Agent/Registrar at its principal office. Interest
accrued on a Premium Capital Appreciation Bond shall be payable
at its Stated Maturity or at the redemption thereof, as the
case m;:,y be, as a portion of the Accreted Value or Maturity
Amount Interest on a Current Interest Bond shall be paid to
the Hr .der whose name appears in the Security Register at the
close of business on the Record Date (the last business day of
the ::-.onth next preceding each interest payment date) and sha 11
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 ?~ying Agent/Registrar, requested by,
and at the risk and expense of, the Holder. If the date for
the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, a legal holiday, or a day on which
banking institutions in the city where the Paying
Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which 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 on the Current Interest Bonds, 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 interest due and payable (which shall be 15 days
after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States
Mail, first class postage prepaid, to the address of each
Holder of the Current Interest Bonds appearing on the Security
Register at the close of business on the last business day next
preceding the date of mailing of such notice.
SECTION 4: Redemption. (a) Optional 'Redemption. The
Current Interest Bonds maturing on and after April 15, 2001,
shall be subject to redemption prior to maturity, at the option
of the City, in whole ~r in part in principal amounts of $5,000
or any integral multiple thereof (and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on April 15,
2000 or on any date thereafter at the redemption price of par
plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least
forty-five (45) days prior to a redemption date for the Bonds
(unless a shorter notification period shall be satisfactory to
the Paying Agent/Registrar), the City shall notify the Paying
Agent/Registrar of the decision to redeem Bonds, the principal
amount of each Stated Maturity of each series to be redeemed,
and the date of redemption therefor. The decision of the City
to exercise the right to redeem Bonds shall be entered in the
minutes of the governing body of the City.
(c) Selection of Bonds for Redemption. If less than
all Outstanding Current Interest Bonds of the same Stated
Maturity of each series are to be redeemed on a redemption
date, the Paying Agent/Registrar shall treat such Bonds as
representing the number of Bonds Outstanding which is obtained
by dividing the principal amount by $5,000 and shall select the
Current Interest Bonds to be redeemed within such Stated
Maturity and series by lot.
(d) Notice of Redemption. Not less than thirty (30}
days prior to a redemption date for the Bonds, a notice of
redemption shall be sent by United States Mail, first class
postage prepaid, in the name of the City and.at ~he City's
expense, to each Holder of a Bond to be redeemed in whole or in
part at the address of the Holder appearing on the Security
Register at the close of business on the business day next
precejing the date of mailing such notice and any notice of
redemp-:ion so mailed shall be conclusively presumed to have
been dt.ly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date
of r.demption for the Bonds, (ii) identify the Bonds to be
rede~med and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be
redeemed, (iii) state the redemption price, (iv} state that the
Bonds, or the portion of the principal amount thereof to be
redeemed, shall become due and payable on the redemption date
specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue
from and after the redemption date, and (v) specify that
payment of the redemption price for the Bonds, or the principal
amount thereof to be redeemed, shall be made at the principal
office of the Paying Agent/Registrar only upon presentation and
surrender thereof by the Holder. If a Bond is subject by its
terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given as
hereinabove provided, such Bond (or the principal amount
thereof to be redeemed) shall become due and payable and
interest thereon shall cease to accrue from and after the
redemption date therefor; provided moneys sufficient for the
payment of such Bond (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: Execution -Registration. The Bonds shall
be executed on behalf of the City by the Mayor .under its seal
reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile
signatures of individuals who are or were the proper officers
of the City on the Issue Date shall be deemed to be duly
executed on behalf of the City, notwithstanding that such
individuals or either of them shall cease to hold such offices
at the time of delivery of the Bonds to the initial
purchaser(s) and with respect to Bonds delivered in subsequent
exchanges and transfers, all as authorized and provided in the
Bond Procedures Act of 1981, as amended.
No Bond shall be entitled to any right or benefit
under this Ordinance, or be valid or obligatory for any
purpose, unless there appears on such Bond either a certificate
of registration substantially in the form provided in
Section 9C, manually executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent, or
a certificate of registration substantially in the form
provided in Section 9D, executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and
either such certificate upon any Bond shall be conclusive
evidence, and the only evidence, that such Bond has been duly
certified or registered and delivered.
SECTION 6: Book-Entry Onlr Transfers and
Transactions. Notwithstanding the prov1sions contained in
Sections 3 and 7 hereof relating to the payment, and
transfer/exchange of the Bonds, the City hereby approves and
authorizes the use of "Book-Entry Only" securities clearance,
settlement and transfer system provided by The Depository Trust
Company (DTC), a limited purpose trust company organized under
the laws of the State of New York, in accordance with the
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 Bonds.
Pursuant to the Depository Agreement and the rules of
DTC, the Bonds shall be deposited with DTC who shall hold said
Bonds for its participants (the "DTC Participants"). While the
Bonds are held by. DTC under the Depository Agreement, the
Holder of the Bonds on the Security Register for all purposes,
includ'ng payment and notices, shall be Cede L Co., as nominee
of DTC, notwithstanding the ownership of each actual purchaser
or o~~er of each Bond (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 Bonds or otherwise ceases to
provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is
incapable of properly discharging its duties as securities
depository for the Bonds, the City covenants and agrees with
the Holders of the Bonds to cause Bonds to be printed in
definitive form and provide for the Bonds to be issued and
delivered to DTC Participants and Beneficial Owners, as the
case may be. Thereafter, the Bonds in definitive form shall be
assigned, transferred and exchanged on the Security Register
maintained by the Paying Agent/Registrar and payment of such
Bonds shall be made in accordance with the provisions of
Sections 3 and 7 hereof.
SECTION 7: . Registration -Transfer -Exchange of Bonds-
Predecessor Bonds. A Security Register relating to the
registration, payment, and transfer or exchange of the Bonds
shall at all times be kept and maintained by the City at the
principal office of the Paying Agent/Registrar, as provided
herein and in accordance with the provisions of an agreement
with the Paying Aqent/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 Bonds issued under and pursuant to the provisions
of this Ordinance, or if appropriate, the nominee thereof. Any
Bond may be transferred or exchanged for Bonds of like kind
(Current Interest Bonds or Premium Capital Appreciation Bonds),
of the same series, of other authorized denominations by the
Holder, in person or by his duly authorized agent, upon
surrender of such Bond to the Paying Agent/Registrar for
cancellation, accompanied by a written instrument of transfer
or request for exchange duly executed by the Holder or by his
duly authorized agent, in form satisfactory to the Paying
Agent/Registrar.
Upon surrender of any Bond (other than the Initial Bonds
authorized in Section 8 hereof) 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 Bonds of
authorized denominations, of like Stated Maturity, of a like
aggregate principal amount (with respect to Current Interest
Bonds) or Maturity Amount (with respect to Premium Capital
Appreciation Bonds), and of the same series, as the Bond or
Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial
Bonds authorized in Section 8 hereof) may be exchanged for
other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest, of like
aggregate principal amount (with respect to Current Interest
Bonds) or Maturity Amount (with respect to Premium Capital
Appreciation Bonds), and of the same series, as the Bonds
surrendered for exchange, upon surrender of the Bonds to be
exchanged at the principal office of the Paying Agent/
Registrar. Whenever any Bonds are surrendered for exchange,
the Paying Agent/Registrar shall register and deliver new Bonds
of like form and tenor to the Holder requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds
shall be delivered to the Holders at the principal office of
the Pa~'ing Agent/Registrar or sent by United States Mail, first
class, postage prepaid to the Holders, and, upon the
regist ation and delivery thereof, the same shall be the valid
oblig~:ions of the City, evidencing the same obligation to pay,
and ·.titled to the same benefits under this Ordinance, as the
Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this
Section shall be made without expense or service charge to the
Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder
requesting such transfer or exchange of any tax or other
governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer
pursuant to the provisions hereof are hereby defined to be
•Predecessor Bonds," evidencing all or a portion, as the case
may be, of the same obligation to pay evidenced by the new Bond
or Bonds registered and delivered in the exchange or transfer
therefor. Additionally, the term "Predecessor Bonds• shall
include any mutilated, lost, destroyed, or stolen Bond for
which a replacement Bond has been issued, registered and
delivered in lieu thereof pursuant to the provisions of
Section 32 hereof and such new replacement Bond shall be deemed
to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be
required to issue or transfer to an assignee of a Holder any
Bond called for redemption, in whole or in part, within 45 days
of the date fixed for the redemption of such Bond; provided,
however, such limitation on transfe~ability shall not be
applicable to an exchange by the Holder of the unredeemed
balance of a Bond called for redemption in part.
SECTION 8: Initial Bonds. The Bonds herein authorized
shall be initially issued as four (4) fully registered bonds,
being (i) a single fully registered Series l991A Current
Interest Bond in the aggregate principal amount of $3,335,000
with principal installments to become due and payable as
provided in Section 2(a) hereof and numbered TR-1; (ii) a
single fully registered Series 1991B Current Interest Bond in
the aggregate principal amount of $4,030,000 with principal
installments to become due and payable as provided in Section
2(a) hereof and numbered TR-2; (iii) a single fully registered
Series 1991A Premium Capital Appreciation Bond in the aggregate
Maturity Amount of $2,330,000 with installments of such
Maturity Amount to become due and payable as provided in
Section 2(b) hereof and numbered TCAB-1; and (iv) a single
fully registered Series l991B Premium Capital Appreciation Bond
in the aggregate Maturity Amount of $2,520,000 with
installments of such Maturity Amount to become due and payable
as provided in Section 2(b) hereof and numbered TCAB-2
(hereinafter called the "Initial Bonds") and the Initial Bonds
shall be registered in the name of the initial purchaser(s) or
the designee thereof. The Initial Bonds shall be the Bonds
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 Bonds, the Paying Agent/Registrar,
pursuant to written instructions from the initial purchaser(s),
or the designee thereof, shall cancel the Initial Bonds
delivered hereunder and exchange therefor definitive Bonds of
authorized denominations, Stated Maturities, principal amounts
(with respect to Current Interest Paying Bonds) or Maturity
Amounts (with respect to the Capital Appreciation Bonds) and
bearing applicable interest rates for transfer and delivery to
the Holders named at the addresses identified therefor; all
purs•Jant to and in accordance with such written instructions
from +:he initial purchaser(s), or the designee thereof, and
such lther information and documentation as the Paying
Agent/~egistrar may reasonably require.
?~CTION 9: Forms. A. Forms Generally. The Bonds,
the .·.egistration 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 Bonds, shall be substantially in the
forms set forth in this Section with such appropriate
insertions (including but not limited to series designation),
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 stating the Bonds were offered and sold with
insurance and any reproduction of an opinion of counsel)
thereon as may, consistently herewith, be established by the
City or determined by the officers executing such Bonds as
evidenced by their execution. Any portion of the text of any
Bonds may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Bond.
The definitive Bonds shall be printed, lithographed,
or engraved or produced in any other similar manner, all as
determined by the officers executing such Bonds as evidenced by
their execution, but the Initial Bonds submitted to the
Attorney General of Texas may be typewritten or photocopied or
otherwise reproduced.
The City may provide {i) for issuance of one fully
registered Bond for each Stated Maturity of a series in the
aggregate principal amount (with respect to Current Interest
6Sl7E-8
Bonds) and Maturity Amount (with respect to Premium Capital
Appreciation Bonds) of each Stated Maturity of a series and
(ii) for registration of such Bonds 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 Bonds to the initial purchasers but shall not
affect the City's obligation to pay the registered owners the
principal of and interest on the Bonds as the same become due.
While any Bond is registered in the name of a securities
depository or its nominee, references herein and in the Bonds
to the holder or owner of such Bond shall mean the securities
depository or its nominee and shall not mean any other person.
B. Form of Definitive Bond.
REGISTERED
NO.
[Current Interest Bonds]
United States of America
State of Texas
City of Lubbock, Texas
REGISTERED $ ___ _
Electric Light and Power System Revenue Refunding Bond,
Series 1991_
Issue Date or
Bond Date: Interest Rate: Stated Maturity: CUSIP NO.
July .:.5, 1991
Princ~pal Amount: DOLLARS
The City of Lubbock, Texas, (hereinafter referred to
as the "City•), a body corporate and municipal corporation in
the County of Lubbock, State of Texas, for value received,
hereby promises to pay to the Registered Owner named above, or
the registered assigns thereof, solely from the revenues
hereinafter defined, on the Stated Maturity date specified
above, the Principal Amount stated above (or so much thereof as
shall not have been paid upon prior redemption) and to pay
interest on the unpaid Principal Amount hereof from the
IssueDate 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 April 15 and October 15
of each year commencing October 15, 1991. Principal of this
Bond shall be payable 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 shall be payable
to the registered owner of this Bond (or one or more
Predecessor Bonds, as defined in the Ordinance hereinafter
referenced) whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of
business on the "Record Date," which is the last business day
of the month next preceding each interest payment date. If the
date for the payment of the principal of or interest on the
Bonds shall be a Saturday, Sunday, a legal holiday, or a day on
which banking institutions in the city where the Paying
Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which 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
Bond shall be in any coin or currency of the lJnited States of
America which at the time of payment is legal tender for the
payment of public and private debts and shall be made by the
Paying Agent/Registrar by check sent on or prior to the
appropriate date of payment by United States Mail, first class
postage prepaid, to the address of the registered owner
recorded in the Security Register on the Record Date or by such
other method, acceptable to the Paying Agent/ Registrar,
requested by, and at the risk and expense of. the registered
owner.
This Bond is one of the series specified in its title
issued in the aggregate principal amount of $
(herein referred to as the "Bonds") for the --p-u-rp_o_s_e---o-f~
refunding certain outstanding obligations payable from the
revenues of the City's Electric Light and Power System
(identified in the Ordinance) and paying costs of issuance
under and in strict conformity with the Constitution and laws
of the State of Texas, including Article 717k, V.A.T.C.S., as
amended, and pursuant to an Ordinance adopted by the governing
body of the City (herein referred to as the HOrdinance"). The
Bonds are issued in part as "Current Interest Bonds", which
total in pdncipal amount $ and pay accrued interest
at stated intervals to registered owners and in part as
"Premium Capital Appreciation Bonds", which total in original
principal amount of $ and pay no accrued interest
prior to their Stated Maturities.
The Current Interest Bonds maturing on and after April 15,
2001, 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 ~r any integral multiple thereof (and if within a Stated
Maturi · y by lot by the Paying Agent/ Registrar), on April 15,
2000, Jr on any date thereafter, at the redemption price of
par, :ogether with accrued interest to the date of redemption,
and ~nd upon 30 days prior written notice being given by United
States Mail, first class postage prepaid, to registered owners
of the Bonds to be redeemed, and subject to the terms and
provisions relating thereto contained in the Ordinance. If a
Bond {or any portion thereof) shall have been called for
redemption and notice of such redemption duly given, then upon
such redemption date such Bond (or the portion 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 for the payment of the redemption
price 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 Bond, payment of the redemption price of such
principal amount shall be made to the registered owner only
upon presentation and surrender of this Bond to the Paying
Agent/Registrar at its principal office and, there shall be
issued, without charge therefor, to the registered owner
hereof, a new Bond or Bonds of like maturity and interest rate
in any authorized denominations provided in the Ordinance for
the then unredeemed balance of the principal sum hereof. If
this Bond is called for redemption, in whole or in part, the
City or the Paying Agent/Registrar shall not be required to
transfer this Bond to an assignee of the Bondholder within 45
days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an
exchange by the Bondholder of the unredeemed balance hereof in
the event of its redemption in part.
The Bonds are special obligations of the City and,
together with the Series 1991_ Bonds issued simultaneously with
the Bonds and the outstanding and unpaid Previously Issued
Bonds (as defined in the Ordinance authorizing the issuance of
the Bonds), are payable solely from and secured by a first lien
on and pledge of the Net Revenues (as defined in the Ordinance)
of the City's Electric Light and Power System (the "System").
The Bonds do not constitute a legal or equitable pledge,
charge, lien or encumbrance upon any property of the City or
the System, except with respect to the Net Revenues. The
holder hereof shall never have the right to demand payment of
this obligation out of any funds raised or to be raised by
taxation.
Subject to satisfying the terms and conditions
prescribed therefor, the City has reserved the right to issue
additional revenue obligations payable from and equally and
ratably secured by a parity lien on and pledge of the Net
Revenues of the System, in the same manner and to the same
extent as the Bonds.
Reference is hereby made to the Ordinance, a copy of
which is on file in the principal office of the Paying
Agent/Registrar, and to all of the provisions of which the
Bondholder by his acceptance hereof hereby assents, for
definitions of terms; the description of and the nature and
extent of the security for the Bonds; the properties
constituting the System; the Net Revenues pledged to the
payment of the principal of and interest on the Bonds; the
nature and extent and manner of enforcement of the lien and
pledge securing the payment of the Bonds; the terms and
conditions for the issuance of additional revenue obligations;
the terms and conditions relating to the transfer or exchange
of this Bond; the conditions upon which the Ordinance may be
amended or supplemented with or without the consent of the
Bondr.':llders; the rights, duties, and obligations of the City
and tre Paying Agent/Registrar; the terms and provisions upon
which :he liens, pledges, charges and covenants made therein
may be discharged at or prior to the maturity or redemption of
this ond, and this Bond deemed to be no longer Outstanding
there _nder; and for the other terms and provisions thereof.
Capi :alized terms used herein have the same meanings assigned
in the Ordinance.
This Bond, subject to certain limitations contained
in the Ordinance, may be transferred on the Security Register
only upon its presentation and surrender at the 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 Bonds of the same
Stated Maturity, of the same series, of authorized
denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any
agent of either, may treat the registered owner hereof whose
name appears on the Security Register (i) on the Record Date as
the owner entitled to payment of interest hereon, (ii) on the
date of surrender of this Bond as the owner entitled to payment
of principal hereof at its Stated Maturity or its redemption,
in whole or in part, and (iii) on any other date as the owner
for all other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by
notice to the contrary. In the event of non-payment of
interest on a scheduled payment date and for thirty {30} days
thereafter, a new record date for such interest payment (a
6SJ7E-lt
"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 Bondholder
appearing on the Security Register at the close of business on
the last business day next preceding the date of mailing of
such notice.
It is hereby certified, recited and represented and
covenanted that the City is a duly organized and legally
existing municipal corporation under and by virtue of the
Constitution and laws of the State of Texas; that the issuance
of the Bonds is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent
to and in the issuance of the Bonds to render the same lawful
and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form
and manner as required by the Constitution and laws of the
State of Texas, and the Ordinance; that the Bonds do not exceed
any constitutional or statutory limitation; and that due
provision has been made for the payment of the principal of and
interest on the Bonds by a pledge of the Net Revenues of the
System as aforestated. In case any provision in this Bond or
any application thereof shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions and applications shall not in any way be
affected or impaired thereby. The terms and provisions of this
Bond and the Ordinance shall be construed in accordance with
and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has
cause~ this Bond to be duly executed under the official seal of
the Ci:y as of the Bond Date.
CITY OF LUBBOCK, TEXAS
Mayor
COUNTERSIGNED:
City secretary
(City Seal)
~5l7E-tl
REGISTERED
NO. CAB-_
[Premium Capital Appreciation Bonds]
United States of America
State of Texas
City of Lubbock, Texas,
REGISTERED
MATURITY AMOUNT $ ___ _
Electric Light and Power System Revenue Refunding Bond,
Series 1991_
Issue Date or
Bond Date:
July 15, 1991
Registered owner:
Principal Amount:
Actual Yield: Stated Maturity: CUSIP NO:
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, hereby
promises to pay, without right of redemption prior to maturity,
to the Registered Owner named above, or the registered assigns
thereof, solely from the revenues hereinafter identified, on
the Stated Maturity date specified above, the Maturity Amount
stated above. The Maturity Amount of this Bond was initially
discounted to August 15, 1991 at the Actual Yield shown above
with semiannual compounding on April 15 and October 15 in each
year, commencing October 15, 1991 to an amount equal to the sum
of its original principal amount plus the premium paid by the
initial purchasers. A table of the "Accreted Values• per
$5,000 "Accreted Value• at maturity appears on this Bond. The
term "Accreted value", as used herein, means the original
principal amount of this Bond plus the initial premium paid
heret,:-r with interest thereon compounded semiannually to April
15 or :>ctober 15, as the case may be, next preceding the date
of sue~ calculation (or the date of calculation, if such
calcul tion is made on April 15 or October 15) at the Actual
Yi~ld .:or the Stated Maturity shown above and in the Table of
Accre .ed values printed hereon. For any date other than April
15 and October 15, the Accreted value of this Bond shall be
determined by a straight line interpolation between the values
for the applicable semiannual compounding dates (based on
30-day months).
The Maturity Amount of this Bond is payable at its Stated
Maturity 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. If the date for the
payment of the Bonds shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city
where the Paying Agent/Registrar is located are authorized by
law or executive order to close, then the date for such payment
shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which 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. Payments of principal of and accrued and compounded
interest on this Bond shall be without exchange or collection
charges to the owner hereof and in any coin or currency of the
United States of America which at the time of payment is legal
tender for the payment of public and private debts.
This Bond is one of the series specified in its title
issued in the aggregate principal amount of $ __________ ~
(herein referred to as the "Bonds") for the purpose of
refunding certain outstanding obligations payable from the
revenues of the City's Electric Light and Power System
(identified in the Ordinance) and paying costs of issuance
under and in strict conformity with the Constitution and laws
of the State of Texas, including Article 717k, V.A.T.c.s., as
amended, and pursuant to an Ordinance adopted by the governing
body of the City (herein referred to as the "Ordinance•). The
Bonds are issued in part as "Current Interest Bonds", which
total in principal amount $ and pay accrued interest
at stated intervals to registered owners and in part as
"Premium Capital Appreciation Bonds", which total in original
principal amount of $ and pay no accrued interest
prior to their Stated Maturities.
The Bonds are special obligations of the City and,
together with the Series 1991_ Bonds issued simultaneously with
the Bonds and the outstanding and unpaid Previously Issued
Bonds (as defined in the Ordinance authorizing the issuance of
the Bonds), are payable solely from and secured by a first lien
on and pledge of the Net Revenues (as defined in the Ordinance)
of the City's Electric Light and Power System {the "System").
The Bonds do not constitute a legal or equitable pledge,
charge, lien or encumbrance upon any property of the City or
the System, except with respect to the Net Revenues. The
holder hereof .shall never have the right to demand payment of
this obligation out of any funds raised or to be raised by
taxation.
Subject to satisfying the terms and conditions
prescribed therefor, the City has reserved the right to issue
additional revenue obligations payable from and equally and
ratably secured by a parity lien on and pledge of the Net
Revenues of the System, in the same manner and to the same
extent as the Bonds.
This Bond, subject to certain limitations contained
in the Ordinance, may be transferred on the Security Register
only Jpon its presentation and surrender at the principal
office of the Paying Agent/Registrar, with the Assignment
hereon iuly endorsed by, or accompanied by a written instrument
of tra .sfer in form satisfactory to the Paying Agent/Registrar
duly zecuted by, the registered owner hereof, or his duly
autho ued agent. When a transfer on the Security Register
occur.:;, one or more new fully registered Bonds of the same
Stated Maturity, of authorized denominations, bearing the same
rate of interest, and of the same aggregate principal amount
will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any
agent of either, may treat the registered owner hereof whose
name appears on the Security Register (i) on the date of
surrender of this Bond as the owner entitled to payment of the
Maturity Amount hereof at its Stated Maturity and (ii) on any
other date as the owner for all other purposes, and neither the
City nor the Paying Agent/Registrar, or any agent of either,
shall be affected by notice to the contrary.
It is hereby certified, recited and represented and
covenanted that the City is a duly organized and legally
existing municipal corporation under and by virtue of the
Constitution and laws of the State of Texas; that the issuance
of the Bonds is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent
to and in the issuance of the Bonds to render the same lawful
and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form
and manner as required by the Constitution and laws of the
State of Texas, and the Ordinance; that the Bonds do not exceed
any constitutional or statutory limitation; and that due
provision has been made for the payment of the principal of and
interest on the Bonds by a pledge of the Net Revenues of the
6511£-14
System as aforestated. In case any provision in this Bond or
any application thereof shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions and applications shall not in any way be
affected or impaired thereby. The terms and provisions of this
Bond and the Ordinance sha 11 be construed in accordance with
and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has
caused this Bond to be duly executed under the official seal of
the City as of the Bond Date. ·
CITY OF LUBBOCK, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(City Seal)
c. *Form of Registration Certificate of Comptroller
of Public Accounts to Appear on Initial Bonds only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS 0 ()
REGISTER NO.
THE SV1.TE OF TEXAS 0
()
I HEREBY CERTIFY that this Bond has been examined,
certi~ "ed as to validity and approved by the Attorney General
of t! == State of Texas, and duly registered by the Comptroller
of P· . .Jlic Accounts of the State of Texas.
(SEAL)
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
* NOTE TO PRINTER: Do not print on Definitive Bonds.
D. Form of Certificate of Paying Agent/Registrar to
Appear on Bonds (other than fully registered Initial
Bonds).
This Bond has been duly issued and registered in the
name of the Registered Owner shown above under the provisions
of the within-mentioned Ordinance; the bond or bonds of the
above entitled and designated series originally delivered
having been approved by the Attorney General of the State of
Texas and registered by the Comptroller of Public Accounts, as
shown by the records of the Paying Agent/Registrar.
Registered this date:
6Sl7E-tS
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
Lubbock, Texas
as Paying Agent/Registrar
By --~~~~~~~--------Authorized Officer
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns, and transfers unto (Print or typewrite name, address,
and zip code of transferee:) ....••.....•........................ ..................................................................
(Social Security or other identifying number: ........ ~ ......... .
.....•......•...•.. )the within Bond and all rights thereunder,
and hereby irrevocably constitutes and appoints .....•.....•..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .. . . . . . . ..
attorney to transfer the within Bond on t~e books kept for
registration thereof, with full power of substitution in the
premises.
DATED:
Signature guarantee:
NOTICE: The signature on this
assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Bond in every particular.
F. The Initial Bonds shall be in the form set forth in
paragraph B of this Section, except that the form of fully
registered Initial Bonds shall be modified as follows:
(i)
[Current Interest Bonds]
immediately under the name of the bond the
headings "Interest Rate and
"Stated Maturity~--~~~~--" shall both
be completed "As Shown Below";
(ii) Paragraph one shall read as follows:
The City of Lubbock (hereinafter referred to as the
•city•· J, a body corporate and municipal corporation in the
Coun•_ · of Lubbock, State of Texas, for value received, hereby
prorr.;.ses to pay to the Registered owner named above, or the
registered assigns thereof, solely from the revenues
hereinafter identified, on the 15th day of April in each of the
years and in principal amounts and bearing interest at per
annum rates in accordance with the following schedule:
PRINCIPAL
INSTALLMENTS
INTEREST
~
(Information to be inserted from schedule
in Section 2(a) hereof).
(or so much thereof as shall not have been prepaid prior to
maturity) and to pay interest on the unpaid principal amounts
hereof from the Issue Date at the per annum rates of interest
specified above computed on the basis of a 360-day year of
twelve 30-day months; such interest being payable on April 15
and October 15 of each year, commencing October 15, 1991.
Principal of this Bond shall be payable to the registered owner
hereof, upon presentation and surrender, at the principal
office of Texas Commerce Bank National Association, Lubbock,
Texas {the "Paying Agent/Registrar"). Interest shall be
payable to the registered owner of this Bond whose name appears
on the "Security Register• maintained by the Paying
Agent/Registrar at the close of business on the "Record Date",
which is the last business day of the month next preceding each
f>Sl7E-16
interest payment date. If the date for the payment of the
principal of or interest on the Bonds shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions
in the city where the Paying Agent/Registrar is located are
authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday, or day on which 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 principa 1 of, premium,
if any, and interest on this Bond 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 interest shall be paid by the Paying Agent/Registrar
by check sent United States Mail, first class postage prepaid,
to the address of the registered owner recorded in the Security
Register on the Record Date or by such other method, acceptable
to the Paying Agent/Registrar, requested by, and at the risk
and expense of, the registered owner.
[Premium Capital Appreciation Bonds]
Heading and first two paragraphs shall be amended to read as
follows:
REGISTERED
NO. TCAB-_
United States of America
State of Texas
City of Lubbock, Texas
MATURITY AMOUNT $ ___ _
Electric Light and Power System Revenue Refunding Bond,
Series 1991_
Issue Date or Bond Date: CUSIP NO: July ~·.i, 1991
Registe:ed Owner:
Maturi -Y Amount: DOLLARS
:he 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, hereby
promises to pay, without right of redemption prior to maturity,
to the Registered owner named above, or the registered assigns
thereof, solely from the revenues hereinafter identified, the
aggregate Maturity Amount stated above on April 15 in each of
the years and in installments in accordance with the following
schedule:
Year of
Maturity
Maturity
Amount
(Information to be inserted from
schedule in Section 2(b) hereof)
Actual
Yield(s)
The Maturity Amount of this Bond was initially discounted to
August 15, 1991 at the respective Actual Yields shown above
with semiannual compounding on April 15 and October 15 in each
year, commencing October 15, 1991 to an amount equal to the sum
of its original principal amount plus the premium paid by the
initial purchasers. A table of the •Accreted Values• per
$5,000 "Accreted Value• at maturity is printed on the reverse
side of this Bond. The term •Accreted Value", as used herein,
means the original principal amount of this Bond plus the
initial premium, if any, paid herefor. with interest thereon
compounded semiannually to April 15 or October 15, as the case
may be, next preceding the date of such calculation (or the
4SJ1£-17
date of calculation, if such calculation is made on April 15 or
October 15) at the Actual Yield for the Stated Maturity shown
above and in the Table of Accreted Values printed hereon. E'or
any date other than April 15 and October 15, the Accreted Value
of this Bond shall be determined by a straight line
interpolation between the values for the applicable semiannual
compounding dates (based on 30-day months).
The installments of Maturity Amounts of this Bond are
payable at the years of maturity to the registered owner
hereof, upon presentation and surrender, at the principal
office of Texas Commerce Bank National Association, Lubbock,
Texas (the "Paying Agent/Registrar"), and shall be payable
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. If the date for the payment of the
Bonds shall be a Saturday, Sunday, a legal holiday, or a day on
which banking institutions in the city where the Paying
Agent/Registrar is located are authorized by law or executive
order to close, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which 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.
G. Form of Insurance Legend.
Municipal Bond Guaranty Insurance Policy No. (the
"Policy") with respect to payments due for principal of and
interest on this bond has been issued by AMBAC Indemnity
Corporation ("AMBAC Indemnity"). The Policy has been delivered
to the United States Trust Company of New York, New York, New
York, as the Insurance Trustee under said Policy and will be
held by such Insurance Trustee or any successor insurance
trust~e. The Policy is on file and available for inspection at
the p~incipal office of the Insurance Trustee and a copy
thereof may be secured from AMBAC Indemnity or the Insurance
Truste· . All payments required to be made under the Policy
shall )e made in accordance with the provisions thereof. The
owner Jf this bond acknowledges and consents to the subrogation
right3 of AMBAC Indemnity as more fully set forth in the Policy.
SECTION 10: Definitions. That for all purposes of
this ordinance and in particular for clarity with respect to
the issuance of the Bonds herein authorized and the pledge and
appropriation of revenues ·therefor, the following definitions
are provided:
(a) The term •Additional Bonds" shall mean the
additional parity obligations the City reserves the right
to issue in accordance with the terms and conditions
prescribed in Section 21 hereof.
(b) The term "AMBAC Indemnity• shall mean AMBAC
Indemnity corporation, a Wisconsin-domiciled stock
insurance company.
(c) The term "Bonds" shall mean the $4,424,975.75
"City of Lubbock, Texas, Electric Light and Power System
Revenue Refunding Bonds, Series 1991A," dated July 15,
1991, authorized by this ordinance and the $4,999,988.80
•city of Lubbock, Texas, Electric Light and Power System
Revenue Refunding Bonds, Series 1991B,• dated July 15,
1991, authorized by this ordinance.
(d) The term ·aonds Similarly Secured• means the
Previously Issued Bonds, the Bonds and Additional Bonds.
OSllE-18
(e) The term "Fiscal Year• shall mean the twelve
month accounting period used by the City in connection
with the operations of the System which may be any twelve
(12) consecutive month period established by the City.
(f) The term "Municipal Bond Guaranty Insurance
Policy• shall mean the municipal bond guaranty insurance
policy issued by AMBAC Indemnity insuring the payment when
due of the principal of and interest on the Bonds as
provided therein.
(g) The term "Net Revenues" shall mean the gross
revenues of the System less expenses of operation and
maintenance. Such expenses of operation and maintenance
shall not include depreciation charges or funds pledged
for the Bonds Similarly Secured, but shall include all
salaries, labor, materials, repairs, and extensions
necessary to render services; provided, however, that in
determining "Net Revenues", only such repairs and
extensions as in the judgment of the City Council,
reasonably and fairly exercised, are necessary to keep the
System in operation and render adequate service to the
City and inhabitants thereof, or such as might be
necessary to meet some physical accident or condition
which otherwise would impair the security of the Bonds
Similarly Secured, shall be deducted.
(h) The term "Previously Issued Bonds" shall mean
the outstanding and unpaid revenue bonds, designated "CITY
OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM REVENUE
BONOS" and payable from and secured by a first lien on and
pledge of the Net Revenues of the System, further
identified by issue or series as follows:
{1} Series 1973, dated July 15, 1973, in the
original principal amount of $6,000,000;
(2) Series 1975, dated March 15, 1975, in the
original principal amount of $6,400,000;
(3} Series 1975-A, dated September 15, 1975, in
the original principal amount of $2,000,000;
(4) Series 1976, dated April 15, 1976, in the
original principal amount of $4,400,000;
(5) Series 1983, dated May 15, 1983, in the
original principal amount of $10,770,000;
(6} Series 1984, dated April 15, 1984, in the
original principal amount of $10,000,000;
(7) Series 1987, dated April 15, 1987, in the
original principal amount of $7,000,000;
(8) Series 1988, dated May 15, 1988, in the
original principal amount of $17,000,000;
and
(9} Series 1991, dated May 15, 1991, in the
principal amount of $7,500,000.
(i} The term "System• shall mean all properties,
real, personal, mixed or otherwise, now owned or hereafter
acquired by the City of Lubbock through purchase,
construction or otherwise, and used in connection with the
City's Electdc Light and Power System and in anywise
pertaining thereto, whether situated within or without the
limits of the City.
SECTION 11: Pledge. That the City hereby
covenants and agrees that all of the Net Revenues derived from
the operation of the System, with the exception of those in
excess of the amounts required to establish and maintain the
special Funds created for the payment and security of the Bonds
Similarly Secured, are hereby irrevocably pledged for the
payment of the Previously Issued Bonds, the Bonds and
Additional Bonds, if issued, and the interest thereon, and it
is hereby ordained that the Previously Issued Bonds, the Bonds
and Additional Bonds, if issued, and the interest thereon,
shall constitute a first lien on the Net Revenues of the System.
SECTION 12: Rates and Charges. That the City
hereby covenants and agrees with the owners of the Bonds that
rates and charges for electric power and energy afforded by the
System wi 11 be established and maintained to provide revenues
sufficient at all times to pay:
(a) all necessary and reasonable expenses of
operating and maintaining the System as set forth herein
in the definition "Net Revenues" and to recover
depreciation;
(b) the amounts required to be deposited to the Bond
Fund to pay the principal of and interest on the Bonds
Similarly Secured as the same becomes due and payable and
to accumulate and maintain the reserve amount required to
be deposited therein; and
(c) any other legally incurred indebtedness payable
from the revenues of the System and/or secured by a lien
on the System or the revenues thereof.
SECTION 13: Segregation of Revenues/Fund
Desianations. All receipts, revenues and income derived from
the c~eration and ownership of the System shall be kept
separate from other funds of the City and. deposited within
twenty-~our (24) hours after collection in the "Electric Light
and Po· er System Fund" (created and established in connection
with t .e issuance of the Previously Issued Bonds), which Fund
(here· <after referred to as the ·system Fund") is hereby
reat:: . .cmed and shall continue to be kept and maintained at an
official depository bank of the City while the Bonds remain
Outstanding. Furthermore, the "Special Electric Light and
Power System Revenue Bond Retirement and Reserve Fund"
(hereinafter referred to as the "Bond Fund"), created and
established in connection with the issuance of the Previously
Issued Bonds, is hereby reaffirmed and shall continue to be
maintained by the City while the Bonds remain Outstanding. The
Bond Fund is and shall continue to be kept and maintained at
the City's official depository bank, and moneys deposited in
the Bond Fund shall be used for no purpose other than for the
payment, redemption and retirement of Bonds Similarly Secured.
SECTION 14: System Fund. The City hereby
reaffirms its covenant to the holders of the Previously Issued
Bonds and agrees with the owners of the Bonds that the moneys
deposited in the System Fund shall be used first for the
payment of the reasonable and proper expenses of operating and
maintaining the System, as identified in Section lO(e) hereof.
All moneys deposited in the System Fund in excess of the
amounts required to pay operating and maintenance expenses of
the System, as hereinabove provided, shall be applied and
appropriated, to the extent required and in the order of
priority prescribed, as follows:
(i) To the payment of the amounts required to
be deposited in the Bond Fund for the payment of
principal of and interest on the Bonds Similarly
Secured as the same become due and payable; and
~Sl7E·Z~
(ii) To the payment of the amounts, if any,
required to be deposited in the Bond Fund to
accumulate and maintain the reserve amount as
security for the payment of the principal of and
interest on the Bonds Similarly secured.
SECTION 15: Bond Fund. (a) That, in addition to
the required monthly deposits to the Bond Fund for the payment
of principa 1 of and interest on the Previously Issued Bonds,
the City hereby agrees and covenants to deposit to the Bond
Fund an amount equal to one hundred percentum ( 100%) of the
amount required to fully pay the interest on and principal of
the Bonds falling due on or before each maturity and interest
payment date, such payments to be made in substantially equal
monthly installments on or before the 1st day of each month
beginning on or before the lst day of the month next following
the month the Bonds are delivered to the initial purchaser.
The required monthly deposits to the Bond Fund for
the payment of principal of and interest on the Bonds shall
continue to be made as hereinabove provided until such time as
(i) the total amount of deposit in the Bond Fund, including the
"Reserve Portion" deposited therein, is equal to the amount
required to fully pay and discharge all outstanding Bonds
Similarly Secured (principal and interest) or (ii) the Bonds
are no longer outstanding, i.e., the Bonds have been fully paid
as to principal and interest or all the Bonds have been
refunded.
Accrued interest and premium, if any, received from
the purchasers of the Bonds shall be deposited in the Bond
Fund, and shall be taken into consideration and reduce the
amount of the monthly deposits hereinabove required which would
otherwise be required to be deposited in the Bond Fund from the
Net Revenues of the System.
(b) In addition to the amounts to be deposited in
the Bc~d Fund to pay current principal and interest (or
Maturi• 1 Amounts with respect to Premium Capital Appreciation
Bonds) for the Bonds Similarly Secured, the City reaffirms its
coven .lt to the holders of the Previously Issued Bonds and
agre~; to accumulate and maintain in said Fund a reserve amount
(the ~Reserve Portion~) equal to not less than the average
annual principal and interest requirements (or Maturity Amounts
with respect to Premium Capital Appreciation Bonds) of all
outstanding Bonds Similarly Secured (calculated and
redetermined at the time of issuance of each series of Bonds
Similarly Secured).
In accordance with the ordinances authorizing the
issuance of the Previously Issued Bonds, there is currently on
deposit to the credit of the Reserve Portion of the Bond Fund
the sum of $3,456,759. No additional amount is required to be
deposited to the credit of the Reserve Portion from
unencumbered available funds in order that the total amount is
not less than the average annual principal and interest
requirements (or Maturity Amounts with respect to Premium
Capital Appreciation Bonds) of the outstanding Bonds Similarly
Secured after giving effect to the issuance of the Bonds (the
"Required Reserve Fund Amount"}.
The Reserve Portion of the Bond Fund shall be made
available for and reasonably employed in meeting the
requirements of the Bond Fund if need be, and if any amount
thereof is so employed, the Reserve Portion in the Bond Fund
shall be fully restored to the Required Reserve Fund Amount as
rapidly as possible from the first available Net Revenues of
the System in the System Fund subject only to the priority of
payments hereinabove prescribed in Section 14. Any amounts in
excess of the Required Reserve Fund Amount shall be transferred
to the System Fund.
6LIT£-2:
SECTION 16: Payment of Bonds. While any of the
Bonds are outstanding, the proper officers of the City are
hereby authorized to transfer or cause to be transferred to the
Paying Agent, from funds on deposit in the Bond Fund, including
the Reserve Portion, if necessary, amounts sufficient to fully
pay and discharge promptly as each installment of interest and
principal (or Maturity Amounts with respect to Premium Capital
Appreciation Bonds) of the Bonds accrues or matures or comes
due by reason of redemption prior to maturity; such transfer of
funds to be made in such manner as will cause immediately
available funds to be deposited with the Paying Agent for the
Bonds at the close of the business day next preceding the date
of payment for the Bonds.
SECTION 17: Deficiencies in Funds. That, if in
any month the City shall, for any reason, fail to pay into the
Bond Fund the full amounts above stipulated, amounts equivalent
to such deficiencies shall be set apart and paid into said Fund
from the first available and unallocated Net Revenues of the
System in the following month or months and such payments shall
be in addition to the amounts hereinabove provided to be
otherwise paid into said Fund during such month or months.
SECTION 18: Excess Revenues. Any surplus Net
Revenues of the System remaining after all payments have been
made into the Bond Fund and after all deficiencies in making
deposits to said Fund have been remedied, may be used for any
other City purposes now or hereafter permitted by law,
including the use thereof for the retirement in advance of
maturity of the Bonds Similarly Secured by the purchase of any
of such Bonds Similarly Secured on the open market at not
exceeding the market value thereof. Nothing herein, however,
shall be construed as impairing the right of the City to pay,
in accordance with the provisions thereof, any junior lien
bonds legally issued and payable out of the Net Revenues of the
System.
SECTION 19: Security of Funds. That moneys on
deposit in the System Fund (except any amounts as may be
proper· 'f invested) shall be secured in the manner and to the
fulles. extent required by the laws of the State of Texas for
the ;;;.::curity of public funds. Moneys on deposit in the Bond
Fund shall be continuously secured by a valid pledge of direct
obligations of, or obligations unconditionally guaranteed by
the United States of America, having a par value, or market
value when less than par, exclusive of accrued interest, at all
times at least equal to the amount of money to be deposited in
said Fund. All sums deposited in said Bond Fund shall be held
as a trust fund for the benefit of the holders of the Bonds
Similarly Secured, the beneficial interest in which shall be
regarded as existing in such holders. To the extent that money
in the Reserve Portion of the Bond Fund is invested under the
prov1s1ons of Section 20 hereof, securing such money as
provided otherwise in this section, is not required.
SECTION 20: Investment of Reserve Portion of Bond
Fund. The custodian bank shalL when authorized by the City
Council, invest the Reserve Portion of the Bond Fund in direct
obligations of, or obligations guaranteed by the United States
of America, or invested in direct obligations of the Federal
Intermediate Credit Banks, Federal Land Banks, Federal National
Mortgage Association, Federal Home Loan Banks or Banks for
Cooperatives, and which such investment obligations must mature
or be subject to redemption at the option of the holder, within
not to exceed ten years from the date of making the
investment. Such obligations shall be held by the depository
impressed with the same trust for the benefit of the
bondholders as the Bond Fund itself, and if at any time
uninvested funds shall be insufficient to permit payment of
principal and interest maturities for the Bonds Similarly
65l7E-Zl
Secured, the said custodian bank shall sell on the open market
such amount of the securities as is required to pay said Bonds
Similarly Secured and interest when due and shall give notice
thereof to the City. All moneys resulting from maturity of
principal and interest of the securities shall be reinvested or
accumulated in the Reserve Portion of the Bond Fund and
considered a part thereof and used for and only for the
purposes hereinabove provided with respect to said Reserve
Portion, provided that when the full amount required to be
accumulated in the Reserve Portion of the Bond Fund (being the
amounts required to be accumulated by the ordinances
authorizing the Bonds Similarly Secured) is accumulated, any
interest increment may be used in the Bond Fund to reduce the
payments that would otherwise be required to pay the current
debt service requirements on Bonds Similarly Secured.
Amounts on deposit in any of the Funds herein
referred to and allocable to the Bonds or Additional Bonds, if
issued, shall be invested as provided in the Public Funds
Investment Act of 1987 and in this ordinance to the extent the
investment provisions of this ordinance are consistent with
such Act.
Subject to the foregoing, amounts on deposit in any
of the Funds herein referred to and allocable to the Bonds may,
to the extent consistent with the foregoing, be invested in
cash (insured at all times by the Federal Deposit Insurance
Corporation or otherwise collateralized with direct obligations
of, including obligations issued or held in book-entry form on
the books of, the Department of the Treasury of the United
States of America), or direct obligations of, including
obligations issued or held in book-entry form on the books of,
the Department of the Treasury of the United States of America.
Additionally, subject to the restrictions and limitations of
the preceding paragraphs, the following may be used for all
purposes other than defeasance investments in refunding escrow
accoun: s and investment of accrued and capitalized (if any)
interes::
(1) obligations of any of the following federal
1encies which obligations represent full faith and credit
"f the United States of America, including: Export-Import
Bank, Farmers Home Administation, General Services
Administration, u.s. Maritime Administration, Small
Business Administration, Government National Mortgage
Association, U.S. Department of Housing and Urban
Development (PHA's) and Federal Housing Administration;
(2) bonds, notes or other evidences of indebtedness
rated "AAA" by Standard & Poor's Corporation and •Aaa" by
Moody's Investors Services issued by the Federal National
Mortgage Association or the Federal Home Loan Corporation
with remaining maturities not exceeding three years;
(3) u.s. dollar denominated deposit accounts,
federal funds and banker's acceptances with domestic
commercial banks which have a rating on their short term
certificates of deposit on the date of purchase of •A-1"
or "A-1+" by Standard & Poor's and "P-1" by Moody's and
maturing no more than 360 days after the date of
purchase. {Ratings on holding companies are not
considered as the rating of the bank);
(4) commercial paper which is rated at the time of
purchase in the single highest classification, "A-1+" by
Standard & Poor's and "P-1" by Moody's Investor Services
and which matures not more than 270 days after the date of
purchase;
(5) investments in a money market fund rated "AAAm"
or "AAAm-G" or better by Standard & Poor's Corporation:
{6) Pre-refunded Municipal Obligations defined as
follows: Any bonds or other obligations of any state of
the United States of America or of any agency,
instrumentality or local government unit of any such state
which are not callable at the option of the obligor prior
to maturity or as to which irrevocable instructions have
been given by the obligor to call on the date specified in
the notice; and {A) which are rated, based on the escrow,
in the highest rating category of Standard & Poor's
Corporation and Moody's Investors Service, Inc. or any
successors thereto; or (B)(i) which are fully secured as
to principal and interest and redemption premium, if any,
by a fund consisting only of cash or obligations described
in paragraph (1) above, which fund may be applied only to
the payment of such principal of and interest and
redemption premium, if any, on such bonds or other
obligations on the maturity date or dates pursuant to such
irrevocable instructions, as appropriate, and ( ii) which
fund is sufficient, as verified by a nationally recognized
independent certified public accountant, to pay principal
of and interest and redemption premium, if any, on the
bonds or other obligations described in this paragraph on
the maturity date or dates thereof or on the redemption
date or dates specified in the irrevocable instructions
referred to above, as appropriate;
(7) investment agreements approved in writing by
AMBAC Indemnity Corporation [supported by appropriate
opinions of counsel] with notice to Standard & Poor's
Corporation; and
{8) other forms of investments approved in writing
by AMBAC with notice to Standard & Poor's Corporation.
With respect to the Bonds, the value of the above
invesc~ents shall be determined as follows:
{a) as to investments the bid and asked prices of
wh_ch are published on a regular basis in The Wall Street
Jr :unal (or, if not there, .then in The New York Times):
t 'e average of the bid and asked prices for such
nvestments so published on or most recently prior to such
time of determination:
(b) as to investments the bid and asked prices of
which are not publish"3d on a regular basis in The Wall
Street Journal or The New York Times: the average bid
price at such time of determination for such investments
by any two nationally recognized government securities
dealers (selected by the Trustee in its absolute
discretion) at the time making a market in such
investments or the bid price published by a nationally
recognized pricing service;
(c) as
acceptances:
interest; and
to
the
certificates of deposit
face amount thereof,
and
plus
bankers
accrued
(d) as to any investment not specified above: the
value thereof established by prior agreement between the
City and AMBAC Indemnity Corporation.
SECTION 21: Issuance of Additional Parity Bonds.
That, in addition to the right to issue bonds of inferior lien
as authorized by the laws of the State of Texas, the City
hereby reserves the right to issue Additional Bonds which, when
duly authorized and issued in compliance with the terms and
conditions hereinafter appearing, shall be on a parity with the
Previously Issued Bonds and the Bonds herein authorized,
payable from and equally and ratably secured by a first lien on
and pledge of the Net Revenues of the
Bonds may be issued in one or more
however, that none shall be issued
following conditions have been met:
System. The Additional
installments, provided,
unless and until the
(a) That the Mayor and City Treasurer have certified
that the City is not then in default as to any covenant,
condition or obligation prescribed by any ordinance
authorizing the issuance of Bonds Similarly Secured then
outstanding, including showings. that all interest, sinking
and reserve funds then provided for have been fully
maintained in accordance with the provisions of said
ordinances;
(b) That the applicable laws of the State of Texas
in force at the time provide permission and authority for
the issuance of such bonds and have been fully complied
with;
(c) That the City has secured from an independent
Certified Public Accountant his written report
demonstrating that the Net Revenues of the System were,
during the last completed Fiscal Year, or during any
consecutive twelve (12) months period of the last fifteen
(15) consecutive months prior to the month of adoption of
the ordinance authorizing the Additional Bonds, equal to
at least one and one-half (1-1/2) times the average annual
principal and interest requirements of all the bonds which
will be secured by a first lien on and pledge of the Net
Revenues of the System and which will be outstanding upon
the issuance of the Additional Bonds; and further
demonstrating that for the same period as is employed in
arriving at the aforementioned test said Net Revenues were
equal to at least one and one-fifth (1-1/5) times the
maximum annual principal and interest requirements of all
.:>~1ch bonds as will be outstanding upon the issuance of the
Acditional Bonds;
(d) That the Additional Bonds are made to mature on
A'.ril IS or October 15, or both, in each of the years in
·· .1ich they are provided to mature:
(e) The Reserve Portion of the Bond Fund shall be
accumulated and supplemented as necessary to maintain a
sum which shall be not less than the average annual
principal and interest requirements of all bonds secured
by a first lien on and pledge of the Net Revenues of the
System which will be outstanding upon the issuance of any
series of Additional Bonds. Accordingly, each ordinance
authorizing the issuance of any series of Additional Bonds
shall provide for any required increase in the Reserve
Portion, and if supplementation is necessary to meet all
conditions of said Reserve Portion, said ordinances shall
make provision that same be supplemented by the required
amounts in equal monthly installments over a period of not
to exceed sixty (60) calendar months from the dating of
such Additional Bonds.
When thus issued, such Additional Bonds may be
secured by a pledge of the Net Revenues of the System on a
parity in all things with the pledge securing the issuance of
the Bonds and the Previously Issued Bonds.
SECTION 22: Maintenance and Operation -Insurance.
That the City hereby covenants and agrees to maintain the
· System in good condition and operate the same in an efficient
manner and at reasonable cost. The City further agrees to
maintain insurance for the benefit of the registered owners of
the Bonds of the kinds and in the amounts which are usually
carried by private companies operating similar properties, and
65J7£-l$
that during such time all policies of insurance shall be
maintained in force and kept current as to premium payments.
All moneys received from losses under such insurance policies
other than public liability policies are hereby pledged as
security for the Bonds Similarly Secured until and unless the
proceeds thereof are paid out in making good the loss or damage
in respect of which such proceeds are received, either by
replacing the property destroyed or repairing the property
damaged, and adequate provisions are made within ninety (90)
days after the date of the loss for making good such loss or
damage. The premiums for all insurance policies required under
the provisions of this Section shall be considered as
maintenance and operation expenses of the System.
SECTION 23: Records Accounts Accounting
Reports. That the City hereby covenants and agrees so long as
any of the Bonds or any interest thereon remain outstanding and
unpaid, it will keep and maintain a proper and complete system
of records and accounts pertaining to the operation of the
System separate and apart from all other records and accounts
of the City in accordance with generally accepted accounting
principles prescribed for municipal corporations, and complete
and correct entries shall be made of all transactions relating
to said System, as provided by applicable law. The registered
owner of any Bonds, or any duly authorized agent or agents of
such owner, shall have the right at all reasonable times to
inspect all such records, accounts and data relating thereto
and to inspect the System and all properties comprising same.
The City further agrees that as soon as possible following the
close of each Fiscal Year, it will cause an audit of such books
and accounts to be made by an independent firm of Certified
Public Accountants. Each such audit, in addition to whatever
other matters may be thought proper by the Accountant, shall
particularly include the following:
(a) A detailed statement of the income and
e;,.pendi tures of the System for such Fiscal Year;
(b) A balance sheet as of the end of such Fiscal
y .. ,ar;
(c) The Accountant's comments regarding the manner
in which the City has complied with the covenants and
requirements of this ordinance and his recommendations for
any changes or improvements in the operation, records and
accounts of the System;
(d) A list of the insurance policies in force at the
end of the Fiscal Year on the System properties, setting
out as to each policy the amount thereof, the risk
covered, the name of the insurer, and the policy's
e.zpiration date;
(e) A list of the securities which have been on
deposit as security for the money in the Bond Fund
throughout the Fiscal Year and a list of the securities,
if any, in which the Reserve Portion of the Bond Fund has
been invested.
(f) The total number of metered and unmetered
customers, if any, connected with the System at the end of
the Fiscal Year.
Expenses incurred in making the audits above referred
to are to be regarded as maintenance and operating e.zpenses of
the System and paid as such. Copies of the aforesaid annual
audit shall be immediately furnished to the Executive Director
of the Municipal Advisory Council of Texas at his office in
Austin, Te.zas, and, upon written request, to the original
purchasers and any subsequent registered owner of the Bonds.
6Sl7£-l6
SECTION 24: Remedies in Event of Default. That,
in addition to all the rights and remedies provided by the laws
of the State of Texas, the City covenants and agrees
particularly that in the event the City (a} defaults in
payments to be made to the Bond Fund as required by this
ordinance or (b) defaults in the observance or performance of
any other of the covenants, conditions or obligations set forth
in this ordinance, the registered owner of any of the Bonds
shall be entitled to a writ of mandamus issued by a court of
proper jurisdiction compelling and requiring the City Council
and other officers of the City to observe and perform any
covenant, condition or obligation prescribed in this ordinance.
No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power,
or shall be construed to be a waiver of any such default or
acquiescence therein, and every such right or power may be
exercised from time to time and as often as may be deemed
expedient. The specific remedies herein provided shall be
cumulative of all other existing remedies and the
specifications of such remedies shall not be deemed to be
exclusive.
Anything in this Ordinance to the contrary
notwithstanding, upon the occurrence and continuance of an
Event of Default as defined above, AMBAC Indemnity shall be
entitled to control and direct the enforcement of all rights
and remedies granted to the bondholders for the benefit of the
bondholders under this Ordinance.
SECTION 25: Special Covenants. The City hereby
further covenants as follows:
(a) That it has the lawful power to pledge the
revenues supporting this issue of Bonds and has
lawfully exercised said power under the Constitution
and laws of the State of Texas, including Articles
717k and 1111 et seq. Tex. Rev. Civ. Stat.; that the
Previously Issued Bonds, the Bonds and the Additional
Bonds, when issued, shall be ratably secured under
said pledge of income in such manner that one bond
shall have no preference over any other bond of said
issues.
(b) That, other than for the payment of the
Previously Issued Bonds and the Bonds, the Net
Revenues of the System have not been pledged to the
payment of any debt or obligation of the City or of
the System.
(c) That, so long as any of the Bonds or any
interest thereon remain outstanding, the City will
not sell, lease or encumber the System or any
substantial part thereof; provided, however, this
covenant shall not be construed to prohibit the sale
of such machinery, or other properties or equipment
which has become obsolete or otherwise unsuited to
the efficient operation of the System when other
property of equal value has been substituted
therefore, and, also, with the exception of the
Additional Bonds expressly permitted by this
ordinance to be issued, it will not encumber the Net
Revenues of the System unless such encumbrance is
made junior and subordinate to all of the provisions
of this ordinance.
(d)
to each
statement
less than
The City will cause to be rendered monthly
customer receiving electric services a
therefor and wi 11 not accept payment of
all of any statement so rendered, using its
power under existing
ordinances to become
enforce payment, to
delinquent customers
reconnection charges.
ordinances and under a 11 such
effective in the future to
withhold service from such
and to enforce and authorize
(e) That the City will faithfully and
punctually perform all duties with respect to the
System required by the Constitution and laws of the
State of Texas, including the making and collecting
of reasonable and sufficient rates for services
supplied by the System, and the segregation and
application of the revenues of the System as required
by the provisions of this ordinance.
(f) No free service shall be provided by the
System and to the extent the City or its departments
or agencies utilize the services provided by the
System, payment shall be made therefor at rates
charged to others for similar service.
SECTION 26: Special Obligations. The Bonds are
special obligations of the City payable from the pledged Net
Revenues of the System and the registered owners thereof shall
never have the right to demand payment thereof out of funds
raised or to be raised by taxation.
SECTION 27: Bonds are Negotiable Instruments.
Each of the Bonds herein authorized shall be deemed and
construed to be a •security", and as such a negotiable
instrument, within the meaning of Article B of the Uniform
Commercial Code.
SECTION 28: Ordinance to Constitute Contract. The
provisions of the Ordinance shall constitute a contract between
the C. ty and the registered owner or owners from time to time
of the Bonds and no change, variation or alteration of any kind
of the provisions of the Ordinance may be made, except as
permit•td in this Section. The City may, without the consent
of or .1otice to any registered owner or owners, from time to
time nd at any time, amend this Ordinance in any manner not
detr· .ental to the interests of the registered owner or owners
holc:ng a majority in aggregate principal amount of the Bonds
then Outstanding affected thereby, amend, add to, or rescind
any of the provisions of this Ordinance; provided that, without
the consent of all registered owners of Outstanding Bonds, no
such amendment, addition or rescission shall (1) extend the
time or times of payment of the principal of, premium, if any,
and interest on the Bonds, reduce the principal amount thereof,
the redemption price therefor,. or the rate of interest thereon,
or in any other way modify the terms of payment of the
principal of, premium, if any, or interest on the Bonds, ( 2)
give any preference to any Bond over any other Bond, or (3)
reduce the aggregate principal amount of Bonds required for
consent to any such amendment, addition or rescission.
Any provision of this Ordinance expressly recognizing
or granting rights in or to AMBAC Indemnity may not be amended
in any manner which affects the rights of AMBAC Indemnity
hereunder without the prior written consent of AMBAC
Indemnity. Unless otherwise provided in this Section, AMBAC
Indemnity's consent shall be required in addition to bondholder
consent, when required, for the following purposes:
(i) execution and delivery of
Ordinance or any amendment, supplement
modification of the Ordinance;
any supplemental
or change to or
(ii) removal of the
selection and appointment
Agent/Registrar; and
Paying Agent/Registrar and
of any successor Paying
~lii1E·11
(iii) initiation or approval or any action not
described in (i) or (ii) above which requires bondholder
consent.
SECTION 29: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the
following terms shall have the following meanings:
"CodeN means the Internal Revenue Code
amended by all legislation, if any, enacted
the date of delivery of the Bonds to
purchaser(s).
of 1986, as
on or before
the ini tia 1
"Computation Date" has the meaning stated in Treas.
Reg. § 1.148-ST(b) (l).
"Gross Proceeds" has the meaning stated in Treas.
Reg. § 1.148-ST(d).
"Investment" has the meaning stated in Treas.
Reg. § 1.148-8T(e).
"Nonpurpose Investment" means any Investment in which
Gross Proceeds of the Bonds are invested and which is not
acquired to carry out the governmental purpose of the
Bonds. Obligations acquired with proceeds of the Bonds
that are to be used to discharge the Refunded Bonds are
Nonpurpose Investments.
"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 Bonds has the meaning stated in Treas.
Reg. § 1.148-3T.
::>) Not to Cause Interest to Become Taxable. The City
shal-not use, permit the use of, or omit to use Gross Proceeds
or any other amounts (or any property the acquisition,
construction, or improvement of which is to be financed
directly or indirectly wi':h Gross Proceeds) in a manner which,
if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined
in section 61 of the Code, of the owner thereof for federal
income tax purposes. Without limiting the generality of the
foregoing, unless and unt i 1 the City shall have received a
written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with
such covenant will not adversely affect the exemption from
federal income tax of the interest on any Bond, the City shall
comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as
permitted by section 141 of the Code and the regulations and
rulings thereunder, the City shall, at all times prior to the
last Stated Maturity of Bonds,
(l) exclusively own, operate, and possess all
property the acquisition, construction, or improvement of
which is to be financed directly or indirectly with Gross
Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Bonds) and not use or
permit the use of such Gross Proceeds or any property
acquired, constructed, or improved with such Gross
Proceeds (including all contractual arrangements with
6Sl1E-Z'*
terms different than those applicable to the general
public) in any activity carried on by any person or entity
other than a state or local government, unless such use is
solely as a member of the general public, or
(2) not directly or indirectly impose or accept any
charge or other payment for use of Gross Proceeds of the
Bonds or any property the acquisition, construction, or
improvement of which is to be financed directly or
indirectly with such Gross Proceeds ) including property
financed with Gross Proceeds of the Refunded Bonds), other
than taxes of general application within the City or
interest earned on investments acquired with such Gross
Proceeds pending application for their intended purposes.
{d) No Private Loan. Except to the extent permitted by
section 141 of the Code and the regulations and rulings
thereunder, the City shall not use Gross Proceeds of the Bonds
to make or finance loans to any person or entity other than a
state or local government. For purposes of the foregoing
covenant, such Gross Proceeds are considered to be "loaned" to
a person or entity if (1) property acquired, constructed, or
improved with such Gross Proceeds is sold or leased to such
person or entity in a transaction which creates a debt for
federal income tax purposes, (2) capacity in or service from
such property is committed to such person or entity under a
take-or-pay, output, or similar contract or arrangement, or (3)
indirect benefits, or burdens and benefits of ownership, of
such Gross Proceeds or any property acquired, constructed, or
improved with such Gross Proceeds are otherwise transferred in
a transaction which is the economic equivalent of a loan.
{e) Not to Invest at Higher Yield. Except to the extent
permitted by section 148 of the Code and the regulations and
rulings thereunder, the City shall not, at any time prior to
the f~nal Stated Maturity of the Bonds, directly or indirectly
invest Gross Proceeds of the Bonds in any Investment (or use
such G ·ass Proceeds to replace money so invested), if as a
result of such investment the Yield of all Investments
alloca-ed to such Gross Proceeds whether then held or
previ' ~sly disposed of, exceeds the Yield of the Bonds.
'.f) Not Federally Guaranteed. Except to the extent
permitted by section 149(b) of the Code and the regulations and
rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed
within the meaning of Section 149(b) of the Code and the
regulations and rulings thereunder.
(g) Information Report. The City shall timely file with
the Secretary of the Treasury the information required by
section 149(e) of the Code with respect to the Bonds on such
form and in such place as such Secretary may prescribe.
(h) Payment of Rebatable Arbitrage. Except to the extent
otherwise provided in section 148{f) of the Code and the
regulations and rulings thereunder,
(1) The City shall account for all Gross Proceeds of
the Bonds (including all receipts, expenditures, and
investments thereof) on its books of account separately
and apart from all other funds (and receipts,
expenditures, and investments thereof) and shall maintain
all records of such accounting with the official
transcript of the proceedings relating to the issuance of
the Bonds until six years after the final Computation
Date. The City may, however, to the extent permitted by
section l48(f) of the Code and the regulations thereunder,
commingle Gross Proceeds of the Bonds with other money of
6Sl7£-10
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. § 1.14B-2T and rulings thereunder, the
Rebatable Arbitrage with respect to the Bonds. The City
shall maintain such calculations with the official
transcript of the proceedings relating to the issuance of
the Bonds until six years after the final Computation
Date.
(3) As additional consideration for the purchase of
the Bonds by the 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
L"!quired by paragraph (2) and, if such error is made, to
dl3cover and promptly to correct such error within a
re1sonable amount of time thereafter, including payment to
tr~ United States of any Correction Amount as described in
Teas. Reg. § 1.148-lT(c)(2) and any penalty under Tceas.
F~g. § 1.148-1T(c)(3)(ii)(B).
(i) Qualified Advance Refunding. The Bonds are being
issued exclusively to refund the Refunded Bonds, and the Bonds
will be issued more than 90 days before the redemption of the
Refunded Bonds. The City represents that:
(1) None of the Refunded Bonds are •private activity
bonds," within the meaning of section 141 of the Code.
Specifically, the covenants set forth in subsection (c)
and (d) of this Section are true, correct, and complete
with respect to the Refunded Bonds, their proceeds, and
the facilities financed therewith.
(2) The Series 19918 Bonds are the first advance
refunding (within the meaning of section l49(d) (5) of the
Code) of the Series 1984 Refunded Bonds and the Sedes
1991A Bonds are the second advance refunding (within the
meaning of section 149(d) (5) of the Code) of the series
1983 Refunded Bonds.
(3) The Refunded Bonds are being called for
redemption, and will be redeemed, not latec than the
earliest date on which such issue may be redeemed at par
or at a premium of 3 peccent or less.
(4) The initial temporary period under section
14B(c) of the Code will end (i) with respect to the
proceeds of the Bonds not later than 30 days after the
date of issue of such Bonds and (ii) with cespect to
proceeds of the Refunded Bonds on the date of issuance of
the Bonds if not ended prior theceto.
(5) Section 148(e) of the Code did not apply to the
Refunded Bonds. On and after the date of issue of the
Bonds no proceeds of the Refunded Bonds will be invested
in Nonpurpose Investments having a Yield in excess of the
Yield on the Refunded Bonds to which any of such proceeds
relate.
(6) The Bonds are being issued foe the purposes
stated in the preamble of this Ordinance. The debt
service savings achieved by the City are a result solely
of the interest rates on the Bonds being lower than the
interest rate on the Refunded Bonds. In the issuance of
the Bonds the City has employed no "device" to obtain a
material financial advantage (based on arbitrage), within
the meaning of section 149(d)(4) of the Code, apart from
savings attributable to lower interest rates.
SECTION 30: Final Deposits; Governmental Obliga-
tions. The terms "Outstanding" and "outstanding" when used in
this Ordinance with respect to Bonds means, as of the date of
determination, all Bonds theretofore issued and delivered under
this Ordinance, except:
{1) those Bonds theretofore cancelled
Paying Agent/Registrar or delivered to the
Agent/Registrar for cancellation;
by the
Paying
(2) those Bonds for which payment has been duly
provided by the City by the irrevocable deposit with
the Paying Agent/Registrar of money 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 Bonds 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;
(3) those Bonds that have been
destroyed, lost or stolen and replacement
been registered and delivered in lieu
provided in Section 32 hereof; and
mutilated,
Bonds have
thereof as
( 4) those Bonds for which the payment of the
principal of, premium, if any, and interest on which
has been duly provided for by the City in accordance
with law.
Notwithstanding anything herein to the contrary, in
the event that the principal and/or interest due on the Bonds
shall be paid by AMBAC Indemnity pursuant to the Municipal Bond
Insurance Policy, the Bonds shall remain Outstanding for all
purposes, not be defeased or otherwise satisfied and not be
considered paid by the City, and the pledge of the Net Revenues
and all covenants, agreements and other obligations of the City
to the registered owners shall continue to exist and shall run
to the benefit of AMBAC Indemnity and AMBAC Indemnity shall be
subrogated to the rights of such registeced owners.
(a) All or any of the Bonds shall be deemed to be
paid, retired and no longer outstanding within the meaning of
this Ordinance when payment of the principal of, and redemption
premium, if any, on such Bonds, plus interest thereon to the
due date thereof (whether such due date be by reason of
maturity, upon redemption, or other otherwise) either (i) shall
have been made or caused to be made in accordance with the
terms thereof (including the g1v1ng of any required notice of
redemption}, or (ii) shall have been provided by irrevocably
depositing with, or making available to, the Paying Agent, in
trust and irrevocably set aside exclusively for such payment
(1} money sufficient to make such payment or (2} Government
Obligations, certified by an independent public accounting firm
of national reputation, to mature as to principal and interest
in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money to make
such payment, and all necessary and proper fees, compensation
and expenses of the Paying Agent pertaining to the Bonds with
respect to which such deposit is made shall have been paid or
the payment thereof provided to the satisfaction of the Paying
Agent. At such time as a Bond shall be deemed to be paid
hereunder, as aforesaid, it shall no longer be secured by or
entitled to the benefit of this Ordinance or a lien on and
pledge of the Net Revenues of the System, and shall be entitled
to payment solely from such money or Government Obligations.
The term "Government Obligations," as used in this
Section, 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, which may be United States Treasury obligations such
as its State and Local Government Series, and which may be in
book-entry form.
(b} That any moneys so deposited with the Paying
Agent may at the direction of the City also be invested in
Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from all Government
Obligations in the hands of the Paying Agent pursuant to this
Section which is not required for the payment of the Bonds, the
redemption premium, if any, and interest thereon, with respect
to which such money has been so deposited, shall be turned over
to th~ City or deposited as directed by the City.
(c) That the City covenants that no deposit will be
made o accepted under clause (a)(ii) of this Section and no
use ma .e of any such deposit which would cause the Bonds to be
treatc: as arbitrage bonds within the meaning of section 148 of
the I..;:ernal Revenue Code of 1986, as amended.
(d) That notwithstanding any other prov1s1ons of
this Ordinance, all money or Government Obligations set aside
and held in trust pursuant to the provisions of this Section
for the payment of the Bonds, the redemption premium, if any,
and interest thereon, shall be applied to and used for the
payment thereof, the redemption premium, if any, and interest
thereon and the income on such money or Government Obligations
shall not be considered to be income or revenues of the System.
(e) The provtstons of this Section and this
Ordinance are subject to the applicable unclaimed property laws
of the State of Texas.
SECTION 31: Notices to Holders-Waiver. Wherever
this Ordinance provides for notice to Bondholders 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 Bondholder as it appears in the Security Register.
In any case where notice to Bondholders is given by
mail, neither the failure to mail such notice to any particular
Bondholders, nor any defect in any notice so mailed, shall
affect the sufficiency of such notice with respect to all other
Bonds. Where this Ordinance provides for notice in any manner,
such notice may be waived in writing by the Bondholder entitled
to receive such notice, either before or after the event with
r.~l1E-.ll
respect to which such notice is given, and such waiver shall be
the equivalent of such notice. Waivers of notice by Bond-
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.
While the Municipal Bond Guaranty Insurance Policy is
in effect, the City shall furnish to AMBAC Indemnity:
(a)
thereof,
City and
City;
as soon as practicable after the filing
a copy of any financial statement of the
a copy of any audit and annual report of the
(b) a copy of any notice to be given to the
registered owners of the Bonds, including, without
limitation, notice of any redemption of or defeasance
of Bonds, and any certificate rendered pursuant to
this Ordinance relating to the security for the
Bonds; and
(c) such additional
reasonably request.
information it may
The City shall notify AMBAC Indemnity of any failure
of the City to provide relevant notices, certificates, etc.
The City will permit AMBAC Indemnity to discuss the
affairs, finances and accounts of the City or any information
AMBAC Indemnity may reasonably request regarding the security
for the Bonds with appropriate officers of the City. The City
will permit AMBAC Indemnity to have access to the System and
have access to and to make copies of all books and records
relating to the Bonds at any reasonable time.
;...:!BAC Indemnity shall have the right to direct an
account ~ng at the City's expense, and the City's failure to
comply with such direction within thirty (30) days after
receipt of written notice of the direction from AMBAC Indemnity
shall td deemed a default hereunder; provided, however, that if
compli _nee cannot occur within such period, then such period
will e extended so long as compliance is begun within such
period and diligently pursued, but only if such extension would
not materially adversely affect the interests of any registered
owner of the Bonds.
Notwithstanding any other provision of this Ordinance, the
City shall immediately notify AMBAC Indemnity if at any time
there are insufficient moneys to make any payments of principal
and/or interest as required and immediately upon the occurrence
of any event of default hereunder.
SECTION 32: Damaged, Mutilated, Lost, Stolen, or
Destroyed Bonds. (a) Replacement Bonds. In the event any
outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be
printed, executed and delivered, a new bond of the same
principal amount (with respect to Current Interest Bonds) or
Maturity Amount (with respect to Premium Capital Appreciation
Bonds), Stated Maturity, series, and interest rate, as the
damaged, mutilated, lost, stolen or destroyed Bond, in
replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application
for replacement of damaged, mutilated, lost, stolen or
destroyed Bonds shall be made to the Paying Agent/Registrar.
In every case of loss, theft, or destruction of a Bond, the
applicant for a replacement bond shall furnish to the City and
to the Paying Agent/Registrar such security or indemnity as may
be required by them to save each of them harmless from any loss
or damage with respect thereto. Also, in every case of loss,
theft, or destruction of a Bond, the applicant shall furnish to
the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond,
as the case may be. In every cause of damage or mutilation of
a Bond, the applicant shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the
foregoing provisions of this Section, in the event any such
Bond shall have matured, and no default has occurred which is
then continuing in the payment of the principal of or interest
on the Bond (with respect to Current Interest Bonds) or
Maturity Amount (with respect to Premium Capital Appreciation
Bonds), the City may authorize the payment of the same (without
surrender thereof except in the case of a damaged or mutilated
Bond) instead of issuing replacement bond, provided security or
indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to
the issuance of any replacement bond, the Paying Agent/
Registrar shall charge the registered owner of such Bond with
all legal, printing and other expenses in connection
therewith. Every replacement bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond
is lost, stolen or destroyed shall constitute a contractual
obligation of the City whether or not the lost, stolen, or
destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other
Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In
accordance with Section 6 of Vernon's Ann. Tex. Civ. st.
Artie.~ 717k-6, this Section of the Ordinance shall constitute
authorl:y for the issuance of any such replacement bond without
necessi :y of further action by the governing body of the City
or any )ther body or person, and the duty of the replacement of
such b nds is hereby authorized and imposed upon the Paying
Agent/ egistrar, and the Paying Agent/Registrar shall
authe· _icate and deliver such bonds in the form and manner and
with :he effect, as provided in the Ordinance for Bonds issued
in conversion and exchange for other Bonds.
SECTION 33: cancellation. All Bonds 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 Bonds previously
certified or registered and delivered which the City may have
acquired in any manner whatsoever, and all Bonds so delivered
shall be promptly cancelled by the Paying Agent/Registrar. All
cancelled Bonds held by the Paying Agent/Registrar shall be
disposed of as directed by the City.
SECTION 34: Sale of Bonds -Official Statement Approval.
The Bonds authorized by this Ordinance are hereby sold by the
City to Prudential Securities Incorporated and PaineWeber
Incorporated {herein referred to collectively as the
"Purchasers•) in accordance with the Purchase Contract, dated
July 15, 1991, attached hereto as Exhibit C and incorporated
herein by reference as a part of this Ordinance for all
purposes. The Mayor is hereby authorized and directed to
execute said Purchase Contract for and on behalf of the City
and as the act and deed of this Council, and in regard to the
approval and execution of the Purchase Contract, the Council
hereby finds, determines and declares that the representations,
warranties and agreements of the City (contained in paragraph 6
thereof) are true and correct in all material respects and
shall be honored and performed by the City.
Furthermore, the use of the Preliminary Official
Statement, dated July 1, 1991, by the Purchasers in connection
with the public offering and sale of the Bonds is hereby
ratified, confirmed and approved in all respects. The final
Official Statement, being a modification and amendment of the
Preliminary Official Statement to reflect the terms of sale,
attached as Exhibit A to the Purchase Contract (together with
such changes approved by the Mayor, City Manager, or Assistant
City Manager for Financial Services, any one or more of said
officials), shall be and is hereby in all respects approved and
the Purchasers are hereby authorized to use and distribute said
final Official Statement in the reoffering, sale and delivery
of the Bonds to the public. The Mayor and City Secretary are
further authorized and directed to manually execute and deliver
for and on behalf of the City copies of said Preliminary
Official Statement and Official Statement in final form as may
be required by the Purchasers, and such final Official
Statement in the form and content manually executed by said
officials shall be deemed to be approved by the City Council
and constitute the Official Statement authorized for
distribution and use by the Purchasers.
SECTION 35: Approval and Registration of Bonds. The
Mayor of said City is hereby authorized to have control of the
Bonds, including the Initial Bonds, and all necessary records
and proceedings pertaining to said Bonds pending their delivery
and their investigation, examination and approval by the
Attorney General of the State of Texas. Upon registration of
the Initial Bonds, said Comptroller of Public Accounts (or a
deputy designated in writing to act for said Comptroller) shall
manua: ly sign the Comptroller • s Registration Certificate
prescr:bed herein to be printed and endorsed on the Initial
Bonds, ~nd the seal of said Comptroller shall be impressed, or
printec, or lithographed on said Initial Bonds.
In addition, the Mayor, City secretary, City Manager,
or A.::istant 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 Bonds, including a
certification as to facts, estimates, circumstances and
reasonable expectations pertaining to the use and expenditure
and investment of the proceeds of the Bonds as may be necessary
for the approval of the Attorney General, registration by the
Comptroller of Public Accounts and delivery of the Bonds to the
purchasers thereof and, together with the City's financial
advisor, bond counsel and the Paying Agent/Registrar, make the
necessary arrangements for the delivery of the Initial Bonds to
the purchasers.
SECTION 36: Special Escrow Agreement Approval and
Execution. The "Special Escrow Agreement• (the "Agreement") by
and between the City and Texas Commerce Bank National
Association, Lubbock, Texas (the "Escrow Agent"), attached
hereto as Exhibit D and incorporated herein by reference as a
part of this Ordinance for all purposes, is hereby approved as
to form and content, and such Agreement in substantially the
form and substance attached hereto, together with such changes
or revisions as may be necessary to accomplish the refunding or
benefit the City, is hereby authorized to be executed by the
Mayor and City Secretary for and on behalf of the City and as
the act and deed of the City Council; and such Agreement as
executed by said officials shall be deemed approved by the City
Council and constitute the Agreement herein approved.
bSl7E-J6
Furthermore, the City Manager and Assistant City Manager
for Financial Services, either or both of said officials in
cooperation with the Escrow Agent are hereby authorized' and
directed to make the necessary arrangements for the purchase of
the Federal Securities referenced in the Agreement and the
delivery thereof to the Escrow Agent on the day of delivery of
the Bonds to the Purchasers for deposit to the credit of the
"SPECIAL CITY OF LUBBOCK, TEXAS, REFUNDING REVENUE BOND ESCROW
FUND" (the "Escrow Fund"), including the execution of the
subscription forms for the purchase and issuance of the "United
States Treasury Securities State and Local Government
Series"; all as contemplated and provided in Article 717k,
V.A.T.C.S., as amended, this Ordinance and the Agreement.
SECTION 37: Proceeds of Sale. Immediately following
the delivery of the Bonds, certain proceeds of sale thereof
shall be deposited with the Escrow Agent for application and
disbursement in accordance with the provisions of the
Agreement. The proceeds of sale of the Bonds not so deposited
with the Escrow Agent for the refunding of the Refunded Bonds
shall be disbursed for payment of costs of issuance and
deposited in the Bond Fund, all in accordance with writ ten
instructions to the Escrow Agent from the Assistant City
Manager for Financial Services.
SECTION 38: Legal Opinion. That the purchasers'
obligation to accept delivery of the Bonds herein authorized is
subject to their being furnished a final legal op1n1on of
Messrs. Fulbright & Jaworksi, Attorneys, approving such Bonds
as to their validity, said opinion to be dated and delivered as
of the date of delivery and payment of such Bonds. Printing of
a true and correct copy of said opinion on the reverse side of
each of the Bonds,· with an appropriate certificate pertaining
thereto, is hereby approved and authorized.
SECTION 39: CUSIP Numbers. CUSIP numbers may be
printec on the Bonds. It is expressly provided, however, that
the pn sence or absence of CUSIP numbers on the Bonds shall be
of no .>ignificance or effect as regards the legality thereof
and ne ther the City nor the attorneys approving said Bonds as
to 1< ;ality ace to be held responsible for CUSIP numbers
incor ~ctly printed on the Bonds.
SECTION 40: Benefits of Ordinance. Nothing in
this Ordinance, expressed or implied, is intended or shall be
construed to confer upon any person other than the City, the
Paying Agent/Registrar, AMBAC Indemnity, and the Bondholders,
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, AMBAC Indemnity, and the Bondholders.
SECTION 41: Redemption of Refunded Bonds. The
bonds of that series known as "City of Lubbock, Texas, Electric
Light and Power System Refunding Revenue Bonds, Series 1983",
maturing in the years 1994 through 20021 being bonds numbered
1270 through 2154, each in the denomination of $5,000 I and
aggregating in principal amount $4,4251000, shall be redeemed
and the same are hereby called for redemption on April 15,
1993, at the price of par and accrued interest to the date of
redemption. The City Secretary is hereby authorized and
directed to cause a notice of redemption to be filed with
Citibank, National Association, New York, New York, and Texas
Commerce Bank National Association, at its principal offices in
Lubbock, Texas, the paying agents for the Series 1983 Refunded
Bonds and to be published at least once in a financial
publication of general circulation in the City of New York, New
York, which notice of redemption shall be substantially in the
form and content of Exhibit E attached hereto and incorporated
herein by reference as a part of this resolution for all
purposes.
~Sl7E-l1
The bonds of that series known as "City of Lubbock,
Texas, Electric Light and Power System Revenue Bonds. Series
1984", maturing in the years 1995 through 2004, and aggregating
in principal amount $5,000,000, shall be ·redeemed and the same
are hereby called for redemption on April 15, 1994, at the
price of par and accrued interest to the date of redemption.
The City Secretary is hereby authorized and directed to cause a
notice of redemption to be filed with Texas Commerce Bank
National Association, Lubbock, Texas, the "paying agent" and
make arrangements for a notice of redemption to be sent by
United States Mail, first class, postage prepaid, at least 30
days prior to the redemption date to each registered owner of
the bonds to be redeemed appearing on the registration books
for said bonds; such notice of redemption to read substantially
as Exhibit F attached hereto and incorporated herein by
reference as a part of this resolution for all purposes.
The redemption of the bonds described above being
associated with the advance refunding of such bonds, the
approval, authorization and arrangements herein given and
provided for the redemption of such bonds on the redemption
date designated therefor and in the manner provided shall be
irrevocable; and the City Secretary is hereby authorized and
directed to make all arrangements necessary to notify the
holders of such bonds of the City's decision to redeem such
bonds on the dates and in the manner herein provided and in
accordance with the ordinance authorizing the issuance of the
bonds.
SECTION 42: Payment Procedure Pursuant
Municipal Bond Guaranty Insurance Policy. As long as the
guaranty insurance shall be in full force and effect, the
and any Paying Agent/Registrar agree to comply with
following provisions:
to
bond
City
the
(a) If payment of principal or interest due on the
Bonds 1as not been made to the Paying Agent/Registrar, the
Paying <\gent/Registrar or any Holder to whom such payment is
due, ::tall so notify AMBAC Indemnity by telephonic or
telegr:?hic notice, subsequently confirmed in writing, or
writte. notice by registered or certified mail. Such notice
shall specify the amount of the anticipated deficiency, the
Bond:: to which such deficiency is applicable and whether such
Bonds will be deficient as to principal or interest, or both.
AMBAC Indemnity, on the later of the date due for payment or
within one business day after receipt of notice of nonpayment,
will deposit sufficient moneys with United States Trust Company
of New York, as insurance trustee for AMBAC Indemnity or any
successor insurance trustee (the "Insurance Trustee•).
(b) The Paying Agent/Registrar shall, after g1v1ng
notice to AMBAC Indemnity as provided in (a) above, make
available to AMBAC Indemnity and, at AMBAC Indemnity's
direction, to the Insurance Trustee, the registration books of
the City maintained by the Paying Agent/Registrar, and all
records relating to the funds and accounts maintained under
this Ordinance.
{c) The Paying Agent/Registrar shall provide AMBAC
Indemnity and the Insurance Trustee with a list of Holders of
Bonds entitled to receive principal or interest payments from
AMBAC Indemnity under the terms of the Municipal Bond Guaranty
Insurance Policy, and shall make arrangements with the
Insurance Trustee (i) to mail checks or drafts to the Holders
of Bonds entitled to receive full or partial interest payments
from AMBAC Indemnity and (ii) to pay principal upon Bonds
surrendered to the Insurance Trustee by the Holders of Bonds
entitled to receive full or partial principal payments from
AMBAC Indemnity.
6Sl7£-18
(d) The Paying Agent/Registrar shall, at the time it
provides notice to AMBAC Indemnity pursuant to (a) above,
notify Holders of Bonds entitled to receive the payment of
principal or interest thereon from AMBAC Indemnity (i) as to
the fact of such entitlement, (ii) that AMBAC Indemnity will
remit to them all or a part of the interest payments next
coming due, (iii) that should they be entitled to receive full
payment of principal from AMBAC Indemnity, they must present
and surrender their Bonds together with any appropriate
instrument of assignment for payment to the Insurance Trustee,
and not the Paying Agent/Registrar and (iv) that should they be
entitled to receive partial payment of principal from AMBAC
Indemnity, they must present and surrender their Bonds for
payment thereon first to the Paying Agent/Registrar, who shall
note on such Bonds the portion of the principal paid by the
Paying Agent/Registrar, and then, along with an appropriate
instrument of assignment, to the Insurance Trustee, which will
then pay the unpaid portion of principal. The Insurance
Trustee shall . disburse to Holders of Bonds, the Paying
Agent/Registrar, the payment due less any amount held by the
Paying Agent/Registrar for paying of principal of or interest
on Bonds and legally available therefor.
(e) In the event that the Paying Agent/Registrar has
notice that any payment of principal of or interest on a Bond
which has become Due for Payment and which is made to a Holder
by or on behalf of the City has been deemed a preferential
transfer theretofore recovered from its Holder pursuant to the
United States Bankruptcy Code by a trustee in bankruptcy in
accordance with the final, nonappealable order of a court
having competent jurisdiction, the Paying Agent/Registrar
shall, at the time AMBAC Indemnity is notified pursuant to (a)
above, notify all Holders that in the event that any Holder • s
payment is so recovered, such Holder will be entitled to
payme~t from AMBAC Indemnity to the extent of such recovery if
suffic :ent funds are not otherwise available, and the Paying
Agent/Fegistrar shall furnish to AMBAC Indemnity its records
evidencing the payment of principal of and interest on the
Bonds · hich have been made by the Paying Agent/Registrar and
subseq· ently recovered from Holders and the dates on which such
paymer:s were made.
(f) In addition to those rights granted AMBAC
Indemnity under this Ordinance 1 AMBAC Indemnity shall, upon
remittance and transfer of Bonds or appropriate instruments of
assignment, become the ;·..-~er thereof, and to evidence such
ownership (i) in the case oi claims for past due interest, the
Paying Agent/Registrar shall note AMBAC Indemnity's rights as
owner on the registration books of the City maintained by the
Paying Agent/Registrar upon receipt from AMBAC Indemnity of
proof of the payment of interest thereon to the Holders of the
Bonds and (ii) in the case of claims for past due principal 1
the Paying Agent/Registrar shall note AMBAC Indemnity's rights
as owner on the registration books of the City maintained by
the Paying Agent/Registrar upon surrender of the Bonds by the
Holders thereof together with proof of the payment of principal
thereof.
SECTION 43: 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 44: 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 45: 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 this governing body hereby declares that this
Ordinance would have been enacted without such invalid
provision.
SECTION 46: Public Meeting. It is officially
found, determined, and declared that the meeting at which this
Ordinance is adopted was open to the public and public notice
of the time, place, and subject matter of the public business
to be considered at such meeting, including this Ordinance, was
given, all as required by Article 6252-17, Vernon's Texas Civil
Statutes, as amended.
SECTION 47: Incorporation of Findinqs and
Determinations. The findings and determinations of the City
Commission contained in the preamble hereof are hereby
incorporated by reference and made a part of this Ordinance for
all purposes as if the same were restated in full in this
Section.
SECTION 48: Effective Date. This ordinance shall
take effect and be in force immediately from and after its
passage on second and final reading and IT IS SO ORDAINED.
PASSED AND APPROVED ON FIRST READING this the llth day of
July, 1991.
PASSED AND APPROVED ON SECOND AND FINAL READING, this 12th
day of July, 1991.
CITY OF LUBBOCK, TEXAS
Mayor
ATTEST·
City Secretary
(City Seal)
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of July 12, 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, Electric Light &
Power System Revenue Refunding Bonds, Series 1991A" and "City
of Lubbock, Texas, Electric Light & Power System Revenue
Refunding Bonds, Series 19918" (the "Securities"), such
Securities to be issued in fully registered form only and in
part as "Current Interest Bonds" (bonds paying interest at
stated intervals on and prior to their Stated Maturities) and
in part as "Premium Capital Appreciation Bonds" (bonds paying
no interest prior to their Stated Maturities); and
WHEREAS, the Securities are scheduled to be delivered to
the initial purchasers thereof on or about August 15, 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 ~nd on behalf of the Issuer and has full power and
autho-'.. ty to perform and serve as Paying Agent/Registrar for
the se~urities;
! )W, 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
with respect to the Current Interest Bonds and the Maturity
Amount (the original principal amount with accrued and
compounded interest thereon) with respect to the Premium
Capital Appreciation Bonds as the same become due and payable
to the registered owners thereof i 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 Fisca 1 Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon
its request for all reasonable expenses, disbursements, and
advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation
and the expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date
on and after which the principal or any or all
installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the
terms of the Security.
"Bank Office• means the principal corporate trust
office of the Bank as indicated on page 12 hereof. The
Bank will notify the Issuer in writing of any change in
location of the Bank Office.
"Bond Resolution" means the resolution, order, or
ordinance of the governing body of the Issuer pursuant to
which the Securities are issued, certified by the
Secretary or any other officer of the Issuer and
ielivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer,
£Jding September 30.
"Holder• and "Security Holder• each means the Person
~n 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 part icu 1a r 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 Ba·nk customarily
performing functions similar to those performed by any of
the above designated officers and also means, with
respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by
the Bank on behalf of the Issuer providing for the
registration and transfer of Securities.
"Stated Maturity" means the date specified in the
Bond Resolution ( i) the principal of a Current Interest
Bonds is scheduled to be due and payable and ( ii) the
Maturity Amount of a Premium Capital Appreciation Bond is
scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer,• "Current Interest Bonds,•
"Premium Capital Appreciation Bonds,• 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
S~ction 3.01. Duties of the Paying Agent.
c"' Paying Agent, the Bank shall, provided adequate
coller. .ed funds have been provided to it for such purpose by or
on t :alf of the Issuer, pay on behalf of the Issuer the
prin.-:: _pal of each Current Interest Bond and Maturity Amount of
each Premium Capital Appreciation Bond 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 Current Interest Bond 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 Current Interest Bonds and the Maturity
Amounts of the Premium Capital Appreciation Bonds at the dates
specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register-Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of
the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register-) for recording
the names and addresses of the Holders of the Securities, the
transfer, exchange, and replacement of the Securities and the
payment of the principal of and interest on the Current
Interest Bonds and Maturity Amount of the Premium Capital
Appreciation Bonds 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
Current Interest Bonds and printed Premium Capital Appreciation
Bonds to facilitate tran.:::ars or exchanges thereof. The Bank
covenants that the inventory of printed Current Interest Bonds
and printed Premium Capital Appreciation Bonds will be kept in
safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in
safekeeping, which shall be not less than the care maintained
by the Bank for debt securities of other governments or
corporations for which it serves as registrar, or that is
maintained for its own securities.
Section 4.03. Form of the Security Register.
The 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 th~ 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 32 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Securities as long as the same does
not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost,
or stolen, the Bank, in its discretion, may execute and deliver
a replacement Security of like form and tenor, and in the same
denomination and bearing a number not contemporaneously
outstanding, in exchange and substitution for such mutilated
Security, or in lieu of and in substitution for such destroyed,
lost, or stolen Security, only upon (i) the filing by the
Holder thereof with the Bank of evidence satisfactory to the
Bank of the destruction, loss, or theft of such Security, and
of the authenticity of the ownership thereof and (ii) the
furnishing to the Bank of indemnification in an amount
satisfactory to 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.
65l7E-45
ARTICLE FIVE
THE BANK
Section 5.01. Duties of the Bank.
The Bank undertakes to perform the dut1es set forth
herein and agrees to use reasonable care in the performance
thereof.
Section 5.02. Reliance on the Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of
the statements and correctness of the op1n1ons expressed
therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it
shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the
Bank to expend or risk its own funds or otherwise incur any
financial liability for performance of any of its duties
hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to
it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, op1n1on, report, notice, request,
direction, consent, .order, bond, note, security, or other paper
or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without
limiting the generality of the foregoing statement, the Bank
need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an
endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an
agent of the Holder. The Bank shall not be bound to make any
investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or
other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good
faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of the Issuer.
The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the
Issuer, and the Bank assumes no responsiblity for their
correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise
deal with the Issuer with the same rights it would have if it
were not the Paying Agent/Registrar, or any other agent.
6Sl?E-46
Section 5 . 0 5 . ~M7o::n~e:.ty..::s:.._..=.H!.!e::.:l::..:d::.....;b::::.Y~......._.....:t~h~e'-..!:B~a~n!!k~---=---~S.s:e:.a::p~aL!r:..!:a~t::.s:.e Account/Collateralization.
A separate account shall at all times be kept and
maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder for
the payment of the Securities, and money deposited to the
credit of such account until paid to the Holders of the
Securities shall be continuously collaterialized by securities
or obligations which qualify and are eligible under the laws of
the State of Texas to secure and be pledged as collateral for
accounts of the Issuer to the extent such money is not insured
by the Federal Deposit Insurance Corporation. Payments made
from such account shall be made by check drawn on such account
unless the owner of such Securities shall, at its own expense
and risk, request such other medium of payment.
The Bank shall be under no liability for interest on any
money received by it hereunder.
Subject to the applicable unclaimed property laws of the
State of Texas, any money deposited with the Bank for the
payment of the principal, premium (if any), or interest on any
Security and remaining unclaimed for four years after final
maturity of the Security has become due and payable will be
paid by the Bank to the Issuer, and the Holder of such
Security shall thereafter look only to the Issuer for payment
thereof, and all liability of the Bank with respect to such
moneys shall thereupon cease.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss,
liability, or expense incurred without negligence or bad faith
on its part, arising out of or in connection with its
acceptance or administration of its duties hereunder, including
the cost and expense against any claim or liability in
connection with the exercise or performance of any of its
powers or duties under this Agreement.
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
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.
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.
The provisions of Section 1. 02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and
governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
[SEAL]
Attest:
City Secretary
(SEAL)
ATTEST:
Title:
CITY OF LUBBOCK, TEXAS
BY
Mayor
Address:
P. o. Box 2000
Lubbock, Texas 79457
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
Lubbock, Texas
BY -----------------------------
Mailing Address:
P. o. Box 841
Lubbock, Texas 79408
Delivery Address:
1314 Avenue K
Lubbock, Texas 79401
··~-·II?IWM •• iil'ttMmM~r-llt~· S!illllillt'IIIISMI(*Iili. ~o~r•' llilltllin-ililil"-w·...;r--.... -.... -.;. ........... __ • .. .
·EXHIBIT R
. . . 1 BOOK·ENTRY·ONLYMUNICirAt BONDS
The Depository Tn~st Company
SS Water Street
New York. NY 10041
Attention: General Counsel's Office
Re:
Cent Iemen:
Letter of Representations
TO BE COMPlETED BY ISSUER AND AGENT. IF AHr
I!Uiol~
The purpose of this letter is to set out certain matters fl'!ating to the above-referenced Bonds (the •Bonds·).
----=~=.------is ading as Trustee, Paying Agent, Fiscal Agent, or other Agmt of the Issuer v.ith .. ......,
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 19 Cthe •Documentfs)•).
---..,.--::":"---,,...---is distributing the Bonds through The Depository Trust Company c-ote-).
-~
To induce DTC to accept the Bonds IS eUgible for deposit at ore and .tct in accordance with its Rules with respect
to the Bonds, the Issuer and llu! Agent. it any. mab llu! following represenUitions to DTC:
1. Subsequent to Closing on the Bonds on 19 there shan be deposited with OTC
one 8ond certificate in reaistered form reaisterecl in llu! name of DTC'I nominft. Cede&: eo .• lor each stated maturity
of t~ Bonds in the face amounts set forth on Schedule A hereto, the total of which represents UJ0'5 of the principal
amount of such Bonds. 11, however. the •grepte principal amount of uy maturity exceids SlOO,tlOO,OOO, one
certifJate will be issued with respect to each 5100,000.000 of principal amount •nd an addltioNI certificate will be
Issued with respect to Jny remaining principal amount. Each $100.000,000 Bond certificate shaD bear the foUowing
legend:
"Unless this certificate is presented lly an authorized representative of The Deposltmy Trust Company to the
Issuer or Its agent lor realstration of transfer, exchange or payment, and any certifiCilte issutd is reaistered in the name
of Cede lc Co. or such other name IS ftqUested by an authorized represenbltive of The Depository TNsrcompany 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 WRONCRJL since the re&istered owner hereof, Ctde ll Co., has an Interest
herein..
1. Cn thte ~vent ~i .my solicitatK)n cf consents from al\d voUns by holdl!n of the Bonds, the Issuer or Agent. sh.tU
dt.lblish • ~urd J.ue for such purposes and give DTC notice of such ~ord d1ttt not leu th.ln 15 calend.ar days in
o~.Jvance of such 1'\.'(0rd Jate tot~ ~tent possible.
l. In the event ot .a redemption or any other simiLar transaction resultins In retirement of all Bonds outstanding or,.
reduction in aggregate principal amount of Bonds outstanding c•tun or partial redemption•) or an adv1nce refunding
of all or part of the Bonds outstanding. the Issuer or Agent, shall give DTC noHce ot such event not less than JO days
nor more than 60 days prior to the redemption date or, in the cue of an ach·ance refunding. the date the proceeds lite
deposited in escrow.
4. Cn the event of • partial redemption or an advance refunding of part of the Bonds outstanding. the Issuer or Agent
shaU send OTC a notice specifying: U the amount of the redemption or refunding; 2) in the case of a refunding. the
maturity dateCs) established under the refunding; and 3) the date such notice is to be mailed to Bond holden or
published (•the Publication Date•). Such. notice shall be sent to DTC by 1 secure means (e.g .• legible facsimile
transmission. registtred or certified mail, overnight express deUvery) In a timely manner designed to assure th.tt such
notice is in OTCs pos.session no Later than the dose of business on the business day before the Publication Date. T'bf
Issuer or Agrnt will forward such notice either in a separate secure transmission for uc:h CUSIP number or in a securr
lransmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that
transmlssfon. (1'he Issuer or Agent sending such notice shaft have a method to verily subsequently the use or 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 ted emption date or. in the caw of an advance refunding. the date the pnxeeds "'f deposited in escrow.
5. In the event of .tn invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent. specifying the
terms of the tendt!r and the date such notice is to be mailed to Bondholders or. published ("the Publication Date") wll
be sent to DTC by a secun\! means (t'·S··Iesible facslmUe transmission. ff8istered or certiraed malL ovemlsht express
deU\-ery) in a timely manner designed to assure that such notice Is in DTCs possession no later than the close of
business on the business day before the Publication Date. (The Issuer or Agent sendins such notice shAll have a
method t.o verify subsequently thi! use ot such means and timeliness of the notice.)
6. AD notkes and payment ad''ices sent to OTC shaU contain the CUSIP number or the Bonds.
7. Notkes to DTC by facsimile mnsmisslon shall be sent to OTC"t Call Notification Orpartment at (516) 227..f039 or
(516) 227-fiiJO. The Agent shall confirm OTC"s receipt of such facsimile transmission by telephoning the Call
Notification Depa~nt at (516) 227...&070. Notices to DTC by m.an or any other means shall be sent to:
tbe Depository Trust Company
CaU Notification Department
Muni Reorpnizatlon MaNpr
711 Stewart Avenue
Garden Oty. NY 11530
8. lilten5t payments shaD be received by Cede lc Co.. as nominee of Ol'C. or its registered assigns in next-day funds
on. each payment date (or the eq,uivlllent in accordance with exlstinS arrangements between the Issuer or Agent and
DTO. Such payments shall be made payable to the order ot Cede&: Co.
9. Payments of principal shaU be rece~ by Cede lc Co .. o nominee of ore. or its registered assisns in next-day
funds on each payment date. Principal payments shaU be made payable to the order of Cede &: Co., and wU be
4Midressed as follow5:
·*-'MIIIIJP--.F'iii'M!SMPkMPilllb ____ ,..••--"--------·-
The Deposlloty TNst Comp.any
Muni Redemption Ot'partment
55 Water Street·SOth Aoor
New York. NY 10041
Allention: Coll«tion Supervisor
10. OTC may direct the Issuer or Agent to use •ny other telephone number for facsimile transmission. address. or
department of OTC .u the number. addms or department to whkh payments of interet or principal or nolices m.~y be sent.
tt. In the event of a redemption. acceleration or any other similar transaction (e.g .• tenders made and .accepted in
l'ftponse to the Issuer's or Agent's invitation) necessitating .a reduction in IBgJ't'SIIe principal amount of Bonds
outstanding or an advance refunding or part of the Bonds outstanding.. DTC, in its discretion. (.aJ may request the
Issuer or Agent to issue and .authenticate anew Bond certirlcate or (b) shall make .an .appropriate notation on the Bond
certificate indicating the d.\te .and amounts of such reduction In principal, except In the case or final maturity, in which
case the certificate must be presented to the Issuer or Agent prior to payment.
lZ. ln the event the Issuer determines pursuant to the OocumentCs) t!:lat beneficial owners or the Bonds shall be •bfe
to obtain certmc.ated Bonds. the IS$Uer or Agent s!:l.tn notify OTC of the availa.biUty of Bond certificates .and snail issue,
transfer and exc!:lange Bond certificates In appropriate 1mounts as required by OTC .and others.
13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds .at any
time by giving reasonable notice to the Issue or Agent Cat which time DTC will confirm with the Issuer or Ageni the
aggregate principal amount of the Bonds outstanding) .and discharging its responsibilities with respect thereto under
appticabte taw. Under such dn:umstlnces, whenever OTC requests the Issuer and the Agent to do so, the Agent .and
lhe Issuer wiU cooperate with DTC in IIkins .appropriate ACtion to make av.ailable one or more separ.ate certifiCates
evidendns the Bonds to any DTC P1rticipant !:laving Bonds credited to its DTC .accounl
14. Nothing herein s!:laU be deemed to require the Agent to .advance funds on be!:lalf of the Issuer.
No'":
L I ,_,. iSIIO organizaliOn ICiin; U ~ b' 1'41 lssuef. llld
II obJiOa1ionS ~ thiS LeiW of Aetnserulionln 10 tit assumed ..., b:r .. Is-suet,,.,.,_. 10 luc:h ~.....,tit inked cu
~». Nllillw ore nor cc.o. a Co.) poW* constnC~ wlh f8SPid
lO anr secvrftr. Unci., Ill usual ptOCIIduttl. ore 1111111 &II
Omnibul PIOJ,f 10 the bSUif as soon as 6lOISIIIt Iller the RCICI'd
dill. The Crm1bu11 I'IOllf assi;na Cede & Co:t WC111n0 llghls 10
lfiCIM p~ lllrving .. ucurir Cf1ll.fled 10 lllir .:courll 1111
IN ~ !.We Cldentil'lld in a 1s1in0 lttacllld 10 IN Crm1bull ,_, 1M ~ 10 arMse OTC d 1'41IICIOI'd CS.S.Ior h
IIOidtdon ot consetltl II lit b'ltl in pat;1IQI1CIII t of .. II!W.
c. Uncfef Rules d .. llunic:ipll Slcudtltl ~ 8oMI rela*'O 10 "good ........,. •• muniCiplf secur&l ... must tit
•~* • deltftllinlt .. ClaW 1111 • IIOiicl of pll1i&l ell Of " &II advat~ee l1funclnQ cf P~rtot an iltut ir publ$hld Clhl ~
Oale'1-1bt ~ fliiUdla N:Jiiclllon Oare II addressed
ltl~. cllhtle!W.
Received and Accepted:
1'HE DEPOSITORY TRUST COMPANY
By:-----~------~CIIbr'•Sipl"""'
c:c: Underwriter Underwriter's Counsel
Very t:uly yours.
tTodtl
Principal Amount
SCHEDULE A
COescnbe Issue)
Maturity Date Interest Rate
$4,424,975.75
Electric Ught and Power
System Revenue Refunding
Bonds, Series 19!11A
EXHIBIT C
CI1Y OF LUBBOCK
PURCHASE CONTRACf
July 12. 1991
TilE HONORABLE MAYOR AND CITY COUNClL MEMBERS
Cily of Lubbock
1625 13th Street
Lubboc~T~ 79457
Dear Mayor and. City Coundl Members:
EXHIBIT
$4,99!1,988.80
Electric Ught and Power
System Revenue Refunding
Bonds, Series 1991B
The undersipecl, on behalf of Itself and. Paine Webber lac:orporated (the *Underwriters"). otrers to
enter Into this Purchase Contract with the City of Lubboct. T~ (the 'Cicyj. 'Ibis olfer Is made subject to
the City's acceptance of this Purchase Contract on or before 3:00 p.m., Central DayUght Sa'oinp Tune on
July 12. 1991.
1. Purchase and Sale of lhe loads. Upon the terms and conditions and upon the basis of the
representations set Coni!. berein. the Underwriters hereby jointly and severally agree to purdwe from the City,
and the City hereby agrees to sen and dciMr to the Underwriters an aggregate of $4,42.,975.75 prindpal
amount or City or Lubboct. Tcw Eleartc: Ught lad Power System Revenue RefuAding Bonds, Series 1991A
(the "Series 1991A Bond.Sj and $4,999,988.80 City of Lubtloct. T~ ElectriC Ught and Powu S)'stem
Revenue Refunding Bonds. Series 19918 (the "Series 19918 Bonds"; the Series 1991A Bonds and the Series
19918 Bonds shall bercinal\er be referred to c:ollectM.Ily IS the "Bonds'). The Bonds shall be dated .July U.
1991 and sllaU llaYe the maturities and. except for the Bonds maturing in the years 1997 through 2000 (the
•eapital Apprecsadon Bondsj. bear interest from their date at the rate or rates per lll!lum IS sbowu on the
cover page ot -the OOJda1 Statement (berelnafter defined), such lllterest being pa)'l.ble on October IS. 1991,
and seml-aanuaDy thereafter on April IS lad October 15 in eacb ,ear. The Capital Appreciation Bonds shaD
·compound lllterc:st rrom their date of deUvcry IS of October 15, 1991 aDd each April IS and October 15
thereafter. The purchase price for :1\e Series l991A Bonds shall be $4,782,779.97 (representiD& the par
amount or tbe Series 1991A Bonds. o<ller than tlle·Cllpltal Appreciation Bonds, of $3,335.000.00 tess an
underwriter•s discount on suc:b Series 1991A Bonds of $36,685.00. and lesS orlglllallssue discount or $3,164.4S.
plus the par amount of the Capital Appredadon Bonds oC$1J]89.,975.7S,Iess an Wlderwritef's discount on the
Capital Appredallon Bonds orS16,545.93 plus a premium ofS414,199.fiO). plus lllterc:stacaued on the Series
1991A Bonds, Otber than the Capital Appredatlon Bonds, flom dlefr date to the date of die paymenl tor lad
deiM.Iry of the Bonds (die "Cosfnaj. The purehase prb or the Series 19918 Bonds shall be SS.S79.415.76
(rcpresentln& the par amount of the Series 19918 Bonds other tban llle Capital Apprcdallon Bonds of
S-'.030.000. less an u nder.vriter's discount thereon of $44.330.00 and less original issue discount of S 11.742.00.
plus the par amount of the Capital Appreciation Bonds of $969,988.80, less an underwriter's discount on the
Capical Appreciation Bonds of$17,8$6.79 plus a premium ofS6SJ.J.55.75) plus ac:aucd tnteresc on the Series
19918 Bonds from their date to the date of Closing. EA:hiblt A hereto Is the OffiCial Statement. including the
cover page and Appelldlc:es thereto, of the City dated July t I, 1991, With respect to the Boads. 1bc: Official
Statement. including the cover page and Appendices thereto, 15 funher amended only in the manner
hereinafter provided, is hereinafter called the "Official Statement. •
2. Ordinance. The Bonds shall be 15 described In and shall be Issued and secured under the
provisions of an. ordinance adopted by the City on first reading on July II, 1991. and on second and final
reading on July 12, 1991 (the •ordinance'). The Bonds shall be subject to redemption and shall be payable
as provided in the Ordinance.
3. Public Oft'erlna. It shall be a condition of the obligation of the City to sell and deliver the
Bonds to the Underwriters, and of the obligation of tile Underwriters to plllChasc and accept delivery of the
Bonds, that the entire principal amount ofthe Bonds authori:z.ed by the Ordinance shall be sold and delivered
by the Cily and accepted and paid Cor by the Underwriters at the Closing. The Underwriters agree to make
a bona ftde publiC ofl'ering Of IJI Of the Bonds, at. DOl in CXC'eSS Of the initial publiC Ofl'ering prices, as SCI forth.
on the cover page of the Official Statement, plus Interest ac:aued thereon from the date of the Bonds (except
Cor the Capital Appreciation Bonds) and confirm in writing to the City the principal amount (or pcrcencage
of principal amount) of each maturity and rhe corresponding p~ Cor each maturity (or the yield from each
maturity resulting from such price) at which the Bonds sold pursuant to such bona fide publk ofl'ering. Unless
otherwise notified in writing by the Underwriters by the Closing. the City can assume tllat the •end of the
underwriting periOd" for purposes of Rille 1Sc2·ll of the federal Sc:curidcs and Exchange Act of 1934 (tile
•Rule") shall be the Closing. In the event such notice Is so &lven In writing by the Underwriters, the
Underwriters aarees to notify the City in writing foUowing the occurrence of tbe "end or the underwriting
period" as defined In the Rule.
4. Securit)' Deposit. Delivered to the Cll)' herewith Is a corporate ebedc or Prudential Securities
Incorporated payable to the order of the City in the amounr or S9S.OOO. The City aarees to hold such cbcti:
uncashed until the Closing to cn.sure tile perl'onnance by the Underwriters of lhcir obligations to purchase.
accept delivery of and pay for tbe Bonds at tbe Closing. Conc:urreniJy wilh the payment by the Underwriters
of the purchase price of the Bonds, the City shall return such cb«k to Prudential Securities Incorporated as
provided in Paragraph 7 hereot Should the City fail to deliver the Bonds at tbe Closing. or should rhe City
be unable to satisfy the conditions of the obligations or lhe Underwrirers to purchase. accept delivery of and
pay for the Bonds, as set forth in tbis Purchase Contract (1111less waived by the Underwriters), or should such
obligations or the Underwrirers be terminated for any reason permitted by this PGrChasc Contract, s11ch cbcti:
shall immediately be retumed to the Prudential Sc:curities Incorporated. ID lhe event lbc Underwriters fail
(other than for a reason permitted. hereunder) to putellase. accepl delivery of -and pay for the Bonds at the
Closing as herein provided. such dlcck shall be retained by the City as and Cor fuU liquidared damages for such
failure of the Underwriters and for any defaults llereunder on the pan or the UnderwriterS. The Underwriters
hereby agree not to stop or cause payment on said chect to be stopped unless rhe City bas breached any of
the rerms or this Purchase Colltraet.
S. Ollldal Statemeat. The City hereby authorizes the Escrow A,greement. bcrelnaflcr defined.
· tbe Ordinance and abe Oftidal Statement and the infonnatioo therein contained to be used by tile
Underwriters in COMectlon wflh the public offering aDd sale of the Bonds. The City hereby ratifies and
confum.s the use by lhe Uoderwriters Ia the ofl'erillg of lhe Bonds prior to lhe date hereof of lhe Preliminary
Official Sratecnent for the Bonds dated July 1. 1991 and tllat the PreUmlnary Official Statement was •deemed
final• by the City, as of lhe date or Its Initial mailing 'WichiD lhe meanJng. and for the purposes. of the Rule.
Tbc City agrees to cooperate 'Wisb the Underwriters to provide a supply of llnaJ Ollicial Statements within
5CVCII busi~cs.s dJ)'S of lhe date bo:reof in sufficient ~uantltles to G)fllply v.ith the Underwriter's obligations
under applicable MSRB Rules ud the Rule. The Underwriters •ill use their best eO'ons to assist the City
in I he preparation of the final Oftid.aJ Statement in order to en1ure a>mpl!ance with the aforementioned rules.
6. Repruentatloa:s., Warranlles and A&reemeau of CltJ. On the date hereof, the City represents,
warrants and agrees IS follows:
(a) lbe 0ty is a municipal c:orporatlon, a poUtic:aJ subdivision oflhe State ofTeu.s and
a body politic and a>rporaae, and has fulllegaJ right, power aftd authority to enter into this Purchase
Contract, and the Escrow Agreement, between the City aDd 1.be Escrow Agent lllllled In the omaaJ
Statement (the "Escrow' A,pc:ement"), to acioptlhe Onli~ 10 sell the Bonds, aDd to islue and
deliver 1be Bonds to the UDderwriters IS provided bereia and to cany out and consummate all other
transactions c:ontempiaiCd by lhe Ordinance. the Escrow Agreement and this Purchase Contract;
(b) By omdalaction or the City prior to or a>l!CW'Tently with the acceptance hereof, the
City has duly acSopiCd lhe Ordinance. has duly authorlu.d and approved the esecullon and delivery
of, and the performance by abe City of the obligations a>ntaiaed In the Bonds, the Escrow A&reement
and tb.!S Purcbasc Contract and has duly autboriled aDd approYCd the performance by the City of its
oblfgatiOIIS c:onulned illlbe Ordinance. the Escrow Agreement and In this Purdtase Contract;
(e) lbe Oty is not In bread! of or default ~aDder any applicable law or adminlstrath>e
regula cion of the State oC Texas or the United States or any applicable judgment or decree or any loan
agreement, note, resolutioa.. agreement or other insti'II!DCat. acept ts may be disdosed In the Oflidal
Statement. to whlc:f1 the Oty Is a party or Is otherwise subject. which would have a material and
adverse eO'ect upon the b.sioess or financial c:ondition of l.be Cty, indudin& the E1cctric Ught and
Power System of the Oty (the "S)'stem"); and the execution ud delh>ery of the Escrow Agreement and
this Pvtcbase Contract by the City and the execution and delivery or the BoDds and the adopt.ion or
the Ordinance by the O'J' and compliance with l.be provisions of ead! lhereor will not \'folate or
constitute a breach of or ddault under any existing law, admlnistrattvc replation, Judgment, decree
or any agreement or odlcr Instrument to wbJc;fl the Oty Is a party or Is othct'lr'be subjed;
(d) All appi'O'\'Ris, c:onsents and orders of any p"UDlllC1!talauthority or agency baviDg
jurisdiction or any mauer wbich would constitute 1 eolldition precedent to the performance by the
Qty of its obUgatioiiS to sell and delh>er the Bonds betewlda' wD1 have bcea obtained prior to the
OosiDs;
(e) Al the lime or the Qty'laecepliDCC hereof aDd at l.be time of the Oosln& the
omc1a1 Statement does noc aad wm not contain any aauue autemeot of 1 malCI'Ial fact or omh to
state a material fact rcquiR:d to be stated therdn or D.CCICSSIJ)' to mate the statements tbere~n, in the
tight of the drc:umstaDCeS ander whk:b thC)' were made. DOl m.fsleadiDc;
(t) Between the date of this Purdwe Contrxt and <losing. the aty win DOt, without
the prior writteD COD.K'II.t of the Underwriters, Issue aay addldo!W bonds. c:nificates of obligation.
nora or other obUgat.ions for borrowc4 money payable in wtlole or lD pan from ad v.~lorem taxes or
rCYCDues of l.be S,Stea.. 1114 the Oty wiU not Incur any material UabUitles, direct or oontfngent,
relating to, nor will there be any adverse d!ange of a material aature In the finucial position or, the
Cty or the System;
3
(S) Except as described in the Offidal Statement, nu litigatioo is pending or, to the
knowle4gc of the City, threatened in any c:ou.n afl'ecting the c:orporate existeac.e or the City, the Litle
of iu olr&eers to their respective oflkes., or seeking to ratraln or enjoin the issuance or deU\'Ct)' of
the Bonds, or the c:ollcxtion or the ad \2lorcm taxes or the c:ollection oe rCYenues of the S)'Stem
pled&ed or to be pledged to pay the pdlldpal of and Interest on the Bonds, or in any way contesting
or afl'ecting the Issuance, c:xcc:utlon, delivery. payment, security or validity or &be Bonds, or Ia aay "''Y
c:ontestin& Of afl'ectln&the validity or enforceability or the Ordinance, the E.Krow Agreement or this
Purchase Contrac:t. or c:ontestln& the powers or the City, or any ntllority ror the Bonds, lhc
Ordinance, the Escrow A&reemeat, or this Purchase Contract or contesting In any way lhe
completeness, accuraqr or fairness of the Preliminary Oftklal Statement or the OOidal Statement or
materially and ad\'Crsely arrectin& the I'Uwld:at condition or the City or the System;
(h) 'Tbe City wiU cooperate with the Underwriten In arranging for the qualitk:atioa of
the Bonds ror sale and the determination or tbelr eligibiUty for ia\ICStment ander the laws or sucb
juris4iclions as the Underwriters desipate. and will use their best etJorts .tO continue such
qualirJaUions in effect SO long IS required for distribution of the Bonds; pi'O\ided, however, that the
City will not be required to execute a seneral consent to service or process or to quality to do business
in connection with any such qualification in any juris4k:tlon:
(i) The descriptions contaiDed ill the Offidal Statement of the Bonds, the Escrow
Agreement and the Ordinance acc:uratel)' rdlect the provisloQS or such lnslnmiCCts, and the Bonds,
when validly executed, authentic:atc4 and delfvered In ac:oordaac:c with the Ordillance and sokl to the
Underwriten as provided herein, wiU be validly Issued and outstandillg obUgaliom of the City eatit.led
to &he henefiu of, and subject to the Um.ltadons contained In, the Ordinance;
(j) rr prior to the Ocslngan e~o-cnc ocxun affecting the City which is materiaUy adYc:n.e
ror the purpose for which the Oftidal Statement Is to be used and Is not disclosed In the Ollidal
Statement, the City shall notify the Underwriters, and If illlhe opinion or tbe Uaderwriten such C'\o1:Dt
requires a supplement or amendment to the Oftidal Sutement, the City will supplement or amend
the Official Statement In a Corm aad ill a manner appl'O\'ed. by tbe Underwriaas' Olunsel; and
(k) If, afler the Oosill& and until twCIIty-fiYe (2S) days aflu the cad or the underwriti!l&
period. any event shaH occur IS a result oC wtklllt Is necessary to IUDCI1d or supplement the Ollidal
Sutcment in order to make the statements therdD. ill the Ught of the dn:uiiiSta.Da:S when the Oftk::ial
Statement is detivered to a purcbaser, not m.isleadin& or If it Is aec:cssary to amend or supplemeat
the Official Statement to comply with Jaw, the City agrees to notify Pndential Securities lllcorpor:tted
(and fot the purposes oC this clause (t.) to provide the Uaderwriaas trilh ncb inl'ormatloo as they
may from time to time request). and to fonJrwilh prepare and furnish, at iu own expense (m a form
and ma.n.ner approved by Prudential Securities Incorporated). a n:asoaable ll'WIIber or copies of either
amcndmeots Of supplemeats to the Oftlc:ia1 SUtement so that the statcmeuU Ill the OGida1 Statcmcat
IS so amended and supplementc4 will 'DOl, ill Ught or the drcumstaaces when the omda1 Sutcmeat
Is detivered tO a purchaser, be m.tsleadinJ 01' so that the Omc:ial Statement wiD comply with law.
7. Oosfn&. At 10:00 A.M.. Centnl Daylight Savfaas nme. on August 15, 1991, the City will
deliver the IDfdal bond or bonds (as defined In the Ordinance) to the Underwriters and will bavc the BoEids
avaftabte 11 Tbe Depository Trust Company ror l.m.medlate exchange, together with the other documeou
. hereinafter mentioned, and the Underwriters will ~a:~ept such deUYery and pay the respective purchase prioes
or the Bonds as set forth In Paragraph I hereof In immediately avai!able funds. CoDCUrrendy will soch
payment by the Underwriten, lbe Cty shaD ret111'1ll0 Prudential Securleia lllc:orporated, the c:hect referred
to ill Paragraph 4 hereoC. DeiMry and payment a aforesaJd shaD be made at lbe otDa:s of Fulbright &.
Jawonld, 2800 Tc:as Commerce Balik Tower, 2200 Ross A'lellue, Dallas. Tc:as 75201, or such other place.
4
as shall have bcca mutually •&reed upon by the City and the Underr.titers. Delivery of the Bonds in dc:finilive
form shall be made at The Depository Trust Company New Yort. New York. The Bonds shall be dc:li\ercd
in Cully registered form bearing CUSIP numbers without coupons 'itll one: Bond for each maturity reptc:rcd
ia the name or CEDE & CO. be made available to Prudential Securities Incorporated at least one tnJSiness
day before the Oosing Cor purposes or Inspection.
8. Conditions. The Underwriters ha\'C entered Into lhi5 Purchase Contract In reliance upoa the
reprcsentatioas and warranties of the City contaiaed herein aDd to be contailled In the documents and
Instruments to be deli-w:red at the Ooslng. and upon the performaoce by the City of its obligations bereGader,
both as of the date hereof and as of the date of Cosma. Aa:ordingly,l!lc Underwriters• obligatioBS under tills
Purchase Cootract to purdwc and pay for the Bonds shaU be subject to the performance by the City of its
obligations to be performed hereunder ud under such documents and i.nstrvments a.t or prior to tile Oosmg,
and shall abo be subject to the following condllions:
(a) The representations and _v.11rrantles of the City contained herein sbaU be true.
complete and correct in aU material respects on the date bcrcof' and on and as or the date of Oosias,
as if made on the date of Coslng;
(b) At tbe time of the Ooslng.the Ordinance I.Dcl the Esaow Agreement shaD be in fuU
force aDd etrect, and the Ordinance and the Escrow Agcemcnt sbaU not ha\'C been amended. or
supplemented and the Official Statement shall not ba-w: been amended, modified or supplemented,
except IS may ha-w: been agreed to by the Underwriters;
(c) At the lime of the Ooslng. all official a.edon ot the City related to the OrdinaDce and
the Escrow Agreement sllaU be Ill fuU force and eft'CCI and s.ballnot have been amended, modlfie(t
or supplemented;
(d) The City shall DOl ba\o1: failed to pay priDcipal or Interest when due Oil IOJ of its
outstandillg obliptions for borrowed money.
(c) The City will purchase l!lc JOVCfiUIICRl seauit.les oeccssary to pnwlde the funds
nccdcd 10 refund the City's outstanding obUptlolls as eot~templated by the Esaow Agreeman:;
(r) At or prior to the aosi.Dg. the Underwriters sbaD ha\'C received two copies of each
of the following documents:
(1) The Offidal Statement or the City a«:uted on behalf of the City by the
Mayor I.Dcl City Secretary of the City; ·
(2) The OrdiMDcc ccnuied by the Oty ScactaJy of the City undu its seal IS
bavillg been duly adopted by l!lc City and IS bda& In d!'cc:t, with such cllanp or
amendments as may have been agreed to by the UDdclwritets;
(3) AlJ. unqualified opinion, dated the date or Cosing. of Fulbright &. Ja.,.-orski,
Bood Couasel to the City. In substantially the forms and subs1lUICC of Appendix C to the
OMdal Staaemcnt;
(<&) An unqualified opinion or cerdfk:ate. dated on or prior 10 the dale oC
Oosi.D& of the Attorney General of Tcus. approrinllhe Bonds as required by law and a
a-rrificate of tbe Comprrollcr or Public AcxouDIS or the State of Texas regarding the
registration of tbe Bonds as required by law;
(S) The supplemental opl11lon. dated the date of Closing, of Fulbri&Jlt .&
Jaworski. Bond Counsel to the City, addrascd to die Cty and the UDderwriters, to the eft'CCI
lhat (A} In iu capacity as Bond Counsel, such firm bas reviewccl tbe information iii the
omcial Sratement under the captions. •Bond Information. • (except ror the subc:aptlons "Book·
Entry Only S)'stem." "Bond tnsurance') and the IOUowlng subc:aptions u11der the beading
"Other Relevant llllormarlon' thereunder "Tu E.temptloo, • "Tax A.c:clountlng Treatment of
,-.1piral Appreciation Bonds." and "Lcgallnvestme:~u and EligibiUty to Secllre Public Funds
1.0 Texas• and such firm Is of the opinion thai the information relatiog ro the Bonds and the
Ordi!'lanc:c contained under s.uc:h caprlons ill all respects accurately and fairly reOccu tbe
provisioRS thereof; (B) the Bonds arc exempt from registration purs\II.Ot to the Securities Act
or 1933, as ameodcd, and the Ordinance Is czempt from quali1ication as an indenture
punuant to tbe Tl'1lSt Indenture Act of 1939, as amcoded; (C) iii the pedormance of tbeir
duties as Bond Counsel for the City, without haviDg undertaken to determine Independently
the accuracy aDd completeness of the statements conta.lncd in the Official Statement, nothing
has come to the anentJon of s"Udl counsel wh!c:h would lead lhem to beUcve that the Oftlcial
Statemetlt (excluding the fin.andal and statfstk:al dati ud forecasts illdudcd therein, all as
to which ao view need be expressed) amtains uy lllltrue statement or a material fact or
omits to state a material fact ne:cessary to make tbe statements therein, In Ught of the
circumstances under which they were made. not misleading;
(6) . TheoplnlonofMcCaii.ParkhurstlcHonoa,asUndetwrfters'Counsel,dated
the date of the Oosing addressed to the Underwriten to the c«ect that the Bonds ue czcmpt
from registration pursuant to the Securities Act ol1933, as amended, and the Ordinance Is
exempt from quaWicatioD as an Indenture pursuant 10 the Tl1lSt 1Ddet1ture Al:l or 1939, as
ameoded. The opinion of such Couttsel shall also state that, based upon their participation
iii the preparation of the Otfida1 Statemetlt, suc:b CoWlSCI has no reason to beUeve that lhe
Official Statemetlt {czcept for the linandal statements and other lirwldaland statlslical data
contalacd therein. IS to wblc:h no view need be cqm:sse4), IS of the date of the Official
StaleD\etlt,. contained any untrue statement of a material ract or omitted to state any material
fact necessary to mate the statements lherein, in the li£ht or the drc:umstanc:cs under which
they were made, DOt misleading;
(1) A certificate. dated the date or Cosing. signed by the Mayor and the Cky
Attorney of tile City, to the effect that (I) the representations and warranties or the City
contalacd herein are true aDd correct in all material respects on and as of the date of Closlq
IS if made on the date of OosfDg; (li} aa:pc: to tile e:.rwlt dJ:sdosed ill the Oflidal Statement.
DO Utiptloa is pending or, 10 the tnowledge ol sudl persons. threatc:Ded ill any court to
restrain or enjoin the issuaDCe or de!Mty of the Boads, or lhe collec:don or tbe ad valorem
taxes or the Net Revenues of the System pledp or to be plcdp to pay the prindpal of and
laterest on the Bonds, or the pledge thereof. or ill any way contestlag or alrecdng lhe wtidity or the Bonds, the Ordinance. the Escrow Agreement or this Purchase Contract, or contesting
the powers or the City or coatcsdn& lhe authorization of the BoDds or the Ordinance, or
contesting in 1.0). way the acazracy, compJctcncss or fa.lmeu or the Preliminary Oflidal
Statement or the Oftidal Statemetlt (but in lieu of or ill conjunction with sum cenifi.c:ate the
Uoderwritets may,ln 1beir cliscrctlon. accept cenifk:ates or opiolons or the Oty Attorney that,
in Ids or her opinion. the iss~~e~~ ra.fsed in any sucb pet~dinfl or thn:atet1cd litigation are
without subsiiDCI: or that the contcntloRS of an plaintilfil therein arc 'llilhout merit); and (W)
to the best or their taowlcdge. DO event aft'ec:Ung the Oty bas oa:vm:d since the date or the
6
Official Statement wllieh should be disclosed In the Ofridal Statement Cor the purp:as.e fllr
which it is 10 be used or whidl it Is necessary 10 dlsdose therein in order to mue tile
~tatcmenu and lnCormnion therein not misleadi11g ia any rcspe<:t;
(8) A a:rlificue, dated the date of Closin&, oC the Assistant Cicy Maup t'or
Financial Services or the Clcy to tbe effect that there has not been any material and ad\~nc
change in the atrairs or financial condition or the Clcy or the System since September 30,
1990, the latest date IS to whidlav.dited fin.aneial inCormatioD is a111ilable;
(9) A ceniftcate, dated the date of the Closing. or an appropriate offi<:ial or tile
Clcy to the etl'ect &hat, on the basis or the Cacts, estimates and dn:umstano:s lti effea on lhc
date of delivery of the Bonds, it Is 1101 reasonably apccted lhat tile proceeds or l.he Bonds
will be used lti a manner that would cause the Bonds 10 be ubitrage bonds witb.in the
meaning or Section 148{a) oC the IDtcmal Rewenue Code oC 1986, IS amended;
( 10) A cnpy or a special repon prepared by the ltidependent Certified Public .Aa::olmtanu
named in the Offidal Statement. addressed to the Cicy, Bond Counsel, the Underwriters and
Underwriters' Counsel veri(yltig tbe arithmetical computations of !.he adequacy or tile
maturing principal and Interest oalhccscrowcd securities and un.favested cash on hand uDder
the Escrow Agrecmeat to pay, when clue, the prindpal oC and Interest on the bonds beltig
refllnded by the Bonds and the computation or the )icld with respect to such securities and
the Bonds;
(II) EYidence oCthe ralltigs on the Bonds shaU bedeli\lered iDa Corm aa:rptable
to lhe Underwriu:rs;
(12) Evidence or lbe delivery or the AMBAC Insurance Policy with res pea to the
Bonds; and
(13) Such additional legal opltilons.certlficates.I.Dstnaments ud other doc:nments
as Bond Counsel or the Uaderwriten may reasonably request to evidence the ltlltb. aa:v.racy
and a>mpletcnta. IS or the date hereof and U Of the date 0( Oosln&. or the City's
representations and warranties contalticd herein and of the statements and information
contained in the OD'idat Statement and the due performance ancl satisfaction by lhe City at
or prior to the date oC Closing of aD agreemenu thea to be performed and aD conclitloDS then
to be satisfied lly tile Cicy.
All or tbe oplniolls. leners, a:nlficates. lnStruments at.ld other documents mentioned a~-e or
etsewhere In lhls Purtbase Contract sbaU bf. deemed 10 be in compliaaoc with the ptoYislons hereof if. bul
only if. they are satisfactory to lhc Underwriters.
It lhc acy sbaU be unable to satisfy the cot.ldltions to the obligations or the Underwriters to pwchase.
to accept deiM:ry of and to pay for the Bonds as sa forth lti lbJs Purdwe Contract. or if the obUptioDs or
the Underwriten to purcbase. to accept delivery or tLDd to pay for the Bonds sbaU bf. tcrm!D:ated for any reason
permitted 11y dlls Purchase Contract. this Purchase Contract shall terminate and ndther lhe Unde~rs nor
the acy sbaD.I:Ie: under funllcr obUgation hcreullder, except tbac (l) the chcet referred 10 in Parapaph 4
.hereof shan be: lmmedia&ely retumed to Prudential Securities lacorporated lly lhe City, and (ii) lhe n:::spca1Yc
obUgations or the Cicy and the Underwriters set forth lti Paragraphs 10 and 1lllereof' shaD continue ill full
force and effect.
7
9. Termination. The UndeN.Titcn m.1y terminate their oNigalion to purchase :u any time bdorc
the Closing if any or the following should oeeur:
(a) (I) Legislation (indudlng any amendment thereto) sbaU have been inuodua:d. In or
adopted by either House or the Con cress or the United States. or ret:ommended to the Congess for
passage by the President or the United States or favorably reported for passage to either House of the
Conares.s by any Committee or such House. or (ii) a decision shall have been rendered by a court
established under Article Ill of the Constitution of tbe Uaited States or by the Uaited States Tu
Court, or (ill) an order, ruling or regulation shaU have been issued or proposed by c~ oa behalf of
the Treasury Department or the United States or the lDteruJ Rcvenuc Service or an) other agency
of the United States, or (iv) a release or oflkial statement sb.all have been issued by the Presideat or
abe United States or by the Treasury Department of the United States or by the Internal Revenue
Sei'Yia:. the effect or wbidl. In any such ease describe«! i.a dause (i), (U), (iii), or (iv), 1110ald be to
impose. directly or Indirectly, federal Income taxation upoa interest received on obligadom or the
genenlll character or the Bonds or upon Income or tbe general dlaracter to be derived by die City,
other than as imposed on the Bonds and Income therefrom uder the federal tax laws i.a cflect on the
date hereof. In such a manner as In the judgment or the UDderwriters would materially impair the
marketability or materially redu«~ the market price or obUptlons or the general character or the
Bonds.
(b) Any action shall have beea taken by the Securities and Eubange Commission or by
a court 'IL'hieh would require registration or any security uDder the Securities Act of 1933, as amended.
or quallfication or any Indenture under the Trust Indenture Act or 1939, as amended, in connect.ion
with the pubUc offering of the Bonds. or any action shaD ll:ave been taken by any coun or by any
governmental authority suspending the use or the Oft'lda1 S&atemenc or any amendment or supplement
thereto, or any proocedln& ror that purpose sbaU lave been lnlclatcd or threatened in aay sudl court
or by any such authority.
(c) (I) The Constitution of the State of Tczas abaft be amended or aa amendment shall
be proposed. or (li) legislation shaD be ea.acted, or (ii11 a decision shaU have been rendered as to
matters of Tczas law, or (iv) aay order, nJlio.& or regulation shaD ~Lave been. Issued or proposed by or
on bebalf or the State or TClL3S by aa otJkia.l, agency or cteputmeat thereof. affecting the 111 status
or the Oty, its property or income. its boDds {lacludlqthe Bonds) or the laterest thereon. whk:h in
lbe Judgment or the Underwriters would materially affect the market prloc or the BoDds.
(d) (I) A general suspeasfoa or uadi.agla securities shaD have occurred on the New York
Stock E':ldwlge, or (fi) the United States becomes capp Ia my outbreak or armed IICIStJlities
(whether or aot foreseeable at die time or csec:utfon llereot) or llostllitics previously commenced shaU
escalate. the effect or wllkh, ln either case described ID dau:se (I) and (II), Is, In the Judgment or the
Undenr.Titcrs, so material and adverse IS to make It lmpraa:k:able or inadvisable 10 prc:lCZlcd 1rith the
public: offering or the deiM:ry or the BoDds on the terms aad Ia the manaer contemplated in this
Purchase eonuaaand the otliclal Statemcat.lacludin& without Umitation any materialact.use cfloct
011 the market price or the Bonds.
(e) An event described In Paragraph 6(j) hereof occun which, In the opinion of the
Uaden.Titcrs, requires a supplement or amendment 10 the Official Statement.
(f) A general banking moratorium shan have been cledared by authorities or the United
States, the State of New York or the State or Taas.
8
(g) A IOIOering or the ratings initiilly assi&:no:lto the Bonds beiO'olo' "AAA"ind •A.la' by
either Moody's ln\'C$10rs Service, Inc. or Standard &. Poor's Corporation. respectively, shall occur
prior to Closing or failure to provide evidence of the coati.nnation or each rating.
(h) Any ~at occurs which prevents the Ualted States Treasury Department from
delivering on the OosiD& Date the State and Local Oovemmcnt Securities subscribed for by the City
in connection 'With \he: issuance or the Bonds.
10. Expenses. (a) lbe Underwriters shall be under DO obligation to pay, and the City shall pay,
any expenses incident to tbe performance of the City's obllgatiom hereunder, lndudlng but not limited to:
(I) the cost of the preparation. prinlln& and distribution of \he: Offida.l Statement; (li) tbe cost of the
preparation and printing of IJie Bonds; (iii) the fees and apcnses ol Bond Couase.l to the City; (iv) the r«.li
and disbursements or the Cll)"'s aa:ountants, advisors, and·ol any otber experts or consultants retained by the
Cil)'; and (\') fees and premiums for bond ratings and bond IDsiii'IDOe, respectively, and any travel or other
expenses incuned incident lhc:rclO.
(b) The Undel'1lrlten shall pay: (I) alladvenlsl.ng apcnscs of the Underwriters in connection
'With the offering or the Bonds; (b') the cost of the preparation and printing or all the underwriting documents,
including Ibis Purchase Conine& and (Iii} all other expenses iD<:urrcd by them in con.ncc:tion 'With thelr offering
and dlstn'bution of the Bonds. IDcluding the fees or Counsel to the Underwriters.
11. Notices. A1Jy aotlce or other communk:atlon 10 be given to the City under this Purchase
Contract may be given by delivcrin& tbe same In writln& at the address for the City set fonh above, and any
notice or other communkatJon 10 be given to lbe UndCIWriters aDder this Purchase Contract may be given
by delivering the same in wrltin& to Prudential Securities lllcorponled, 212l San Jac:into, Suite 1900, Dallas.
Texas 75201, Anentlon: Mr. John Thomas.
12. PartJes Ill IDtuat. This Purchase Contract Is made solely for the bcoefit of lbe Oty and the
Underwriters (lnduding the suca:ssors or assigns or any Under11oTiter) aDd no other person sbaU acquire or
have any right hereunder or by virtue hereof. lbe Cty's reprc:senUdoiiS., warranties and agreements contained
in this Purchase Contract shaD remain operative aod In full force IDd etrca. regardlc:ss or (I) any lnvesll&allons
made by or oa behalf of lbe Underwriters aDd (U) deliYcly or any p2fiJICill for the Boods hereunder; and lbe
City's representations and nnantlcs contained In Paragraph 6 of lhls Purdlase Contract sbaU remain
operative and in ruu force aDd effect, regardless or any term.l.natioll or lhls Pardlase Contract.
9
13. l:lfedi\'C Date. This Purchast Coatraa shall become ell'c.cli~<c up:~n the execution oC the
aa:cptahce hereof by the Mayor of the City and shall be v.allcl and enforceable as of the lime of such
ac:a:ptance.
Accepted:
This 12.th day or JULY, 1991
Vuy ttuly yours,
PRUDEN11ALSECURnnESINCORPORATED
PMNEWEBBERINCORPORATED
By .
PRUDENTLlLSECURnOESINCORPORATED
~=·---------------------
By:------------Mayor,
City of Lubbock, Teus
(SEAL)
Attest:
Oty Se<:retacy,
Oty or Lubbock, Texas
JO
Exhibit A
omdaJ Statemeat
11
THE STATE OF TEXAS
COUNTY OF LUBBOCK
EXHIBIT D
SPECIAL ESCROW AGREEMENT
§
§
§
THIS SPECIAL ESCROW AGREEMENT (the "Agreement"), dated and
made effective as of July 12, 1991, made by and between the
City of Lubbock, a duly incorporated municipal corporation in
Lubbock County, Texas (the "City") acting by and through the
Mayor and City Secretary, and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Lubbock, Texas {the "Bank"), a banking association
organized and existing under the laws of the United States of America,
W I T N E S S E T H
WHEREAS, the City has heretofore issued and delivered
under and pursuant to ordinances {the "Refunded Bond
Ordinances"), and there are currently outstanding, obligations
totalling in principal amount $9,425,000 (hereinafter
collectively called the •Refunded Bonds") as follows:
{1) City of Lubbock, Texas, Electric Light
and Power System Refunding Revenue
Bonds, Series 1983, dated May 15, 1983
(the "Series L 983 Refunded Bonds"),
maturing in the years 1994 through 2002
and aggregating
in the principal amount of
(2) City of Lubbock, Texas, Electric Light
and Power System Revenue .Bonds, Series
1984, dated April 15, 1984 (the "Series
1984 Refunded Bonds"), maturing in the
years 1995 through 2004 and aggregating
in the prinicipal amount of
$4,425,000
5,000,000
AND WHEREAS, in accordance with the provisions of Article
717k, V.A.T.C.S., as amended (the '"Act'"), the City is
authorized to sell refunding bonds in an amount sufficient to
provide for the payment of revenue obligations to be refunded,
deposit the proceeds of such refunding bonds with any place of
payment for the revenue obligations being refunded and enter
into an escrow or similar agreement with such place of payment
for the safekeeping, investment, reinvestment, administration
and disposition of such deposit, upon such terms and conditions
as the parties may agree, provided such deposits may be
invested only in direct obligations of the United States of
America, including obligations the principal of and interest on
are unconditionally guaranteed by the United States of America,
and which may be in book entry form and which shall mature
and/or bear interest payable at such times and in such amounts
as will be sufficient to provide for the scheduled payment of
such obligations; and
WHEREAS, the Refunded Bonds are scheduled to mature, or be
redeemed, and interest thereon is payable on the dates and in
the manner set forth in Exhibit A attached hereto and
incorporated herein by reference as a part of ·this Agreement
for all purposes; and
~Sl1£-so
WHEREAS, the City on the 12th day of July, 1991, pursuant
to an ordinance (the "Bond Ordinance") duly passed and adopted
by the City Council, authorized the issuance of bonds known as
"City of Lubbock, Texas, Electric Light and Power System
Revenue Refunding Bonds, Series l991A" and "City of Lubbock,
Texas, Electric Light and Power System Revenue Refunding Bonds,
Series 19918" (the "Bonds"), and such Bonds are being issued to
refund, discharge and make final payment of the principal of
and interest on the Refunded Bonds; and
WHEREAS, upon the delivery of the Bonds, proceeds of sale
are to be used to purchase United States Treasury
Securities -State and Local Government Series (hereinafter
called "SLGS" or "Federal Securities"), and such SLGS shall be
immediately credited to and deposited into the "Escrow Fund" to
be held by the Bank in accordance with this Agreement; and
WHEREAS, a list and description of the SLGS to be
purchased and held for the account of the Escrow Fund is
attached hereto as Exhibit B, which Exhibit is hereby
incorporated by reference and made a part of this Agreement for
all purposes; and
WHEREAS, the SLGS shall mature and the interest thereon
shall be payable at such times to insure the existence of
monies sufficient to pay the principal amount of the Refunded
Bonds and the accrued interest thereon, as the same shall
become due in accordance with the terms of the Refunded Bond
Ordinances and as set forth in Exhibit A attached hereto; and
WHEREAS, the City has completed all arrangements for the
purchase of the SLGS and the deposit and credit of the same to
the Escrow Fund as provided herein; and
WHEREAS, the Bank is a banking association organized and
existing under the laws of the United States of America,
possessing trust powers and is fully qualified and empowered to
enter into this Agreement; and
WHEREAS, in Section 36 of the Bond Ordinance, the City
Council duly approved and authorized the execution of this
Agreement: and
WHEREAS. the City and the Escrow Agent, as the case may
be, shall take all action necessary to call, pay, redeem and
retire said Refunded Bonds in accordance with the provisions
thereof, including, without limitation, all actions required by
the Refunded Bond Ordinances, the Act, the Bond Ordinance and
this Aqreement;
NOW, THEREFORE, in consideration of the mutual agreements
herein contained, and to secure the payment of the principal of
and the interest on the Refunded Bonds as the same shall become
due, the City and the Bank hereby mutually undertake, promise
and agree as follows:
SECTION 1: Receipt of true and correct copies of the
Refunded Bond Ordinances and the Bond Ordinance are hereby
acknowledged by the Bank. Reference herein to or citation
herein of any provision of said documents shall be deemed an
incorporation of such provision as a part hereof in the same
manner and with the same effect as if it were fully set forth
herein.
SECTION 2: There is hereby created by the City with the
Bank a special segregated and irrevocable trust fund designated
"SPECIAL CITY OF LUBBOCK, TEXAS REFUNDING REVENUE BOND ESCROW
FUNDH (hereinafter called the "Escrow Fund") for the benefit of
the holders of the Refunded Bonds, and, immediately following
the deli very of the Bonds, the City agrees and covenants to
cause to be deposited with the Bank the following:
$10,219,900.00 for the purchase of the SLGS listed
in Exhibit B to be held for the
account of the Escrow Fund;
$ 75.00 for deposit in the Escrow Fund as
a beginning cash balance; and
$ 10,319.00 to pay fees and charges of the Bank
for the administration of this
Agreement and paying agents
charges for the Refunded Bonds as
provided in Section 17 hereof.
The Bank hereby accepts the Escrow Fund and further agrees
to receive said moneys, apply the same as set forth herein and
to hold the cash and Federal Securities deposited and credited
to the Escrow Fund for application and disbursement for the
purposes and in the manner provided in this Agreement.
SECTION 3: The City hereby represents that the cash and
SLGS specified in Section 2 hereof, together with the interest
to be earned thereon, deposited to the credit of the Escrow
Fund will be sufficient to pay the principal of and interest on
the Refunded Bonds as the same shall become due and payable,
and such Refunded Bonds, and the interest thereon, are to
mature and be paid at the times and in the amounts set forth
and identified in Exhibit A attached hereto.
FURTHERMORE, with respect to the Refunded Bonds, the Bank
acknowledges receipt of notices of redemption with respect
thereto as follows:
(1) Series 1983 Refunded Bonds -bonds maturing
April 15, 1994 through April 15, 2002 (being bonds
numbered 1270 through 2154 and totalling in principal
amount $4,425,000) for redemption on April 15, 1993
at the price of par and accrued interest; and
(2) Series 1984 Refunded Bonds -bonds maturing
April 15, 1995 through April 15, 2004 totalling in
principal amount $5,000,000) for redemption on April
15, 1994 at the price of par and accrued interest;
all in accordance with the provisions of the respective notice
requirements applicable to said Refunded Bonds and the notice
requirements contained in the respective Refunded Bond
Ordinances.
The Bank agrees that with the payment of interest due on
the Series 1983 Refunded Bonds on the interest payment date
next preceding the redemption date therefor, or as soon
thereafter as possible, a notification of the redemption of the
such Series 1983 Refunded Bonds will be given by United States
Mail, first class postage prepaid, to the then known owners or
holders and with respect to the Series 1984 Refunded Bonds, the
Bank agrees to cause a notice of redemption pertaining to the
above identified bonds of said series to be sent to the
registered owners thereof appearing on the registration books
at least thirty (30) days prior to redemption date therefor.
SECTION 4: The Bank agrees that all cash and
Securities, together with any income or interest
thereon, held in the Escrow Fund shall be and is
6illE-5Z
Federal
earned
hereby
irrevocably pledged to the payment of the principal of and
interest on the Refunded Bonds which will mature and become due
on and after the date of this Agreement, and such funds
initially deposited and to be received from maturing principal
and interest on the Federal Securities in the Escrow Fund shall
be applied solely in accordance with the provisions of this
Agreement.
SECTION 5; If, for any reason, the funds on hand in the
Escrow Fund shall be insufficient to make the payments set
forth in Exhibit A attached hereto, as the same becomes due and
payable, the City shall make timely deposits to the Escrow
Fund, from lawfully available funds, of additional funds in the
amounts required to make such payments. Notice of any such
insufficiency shall be immediately given by the Bank to the
City by the fastest means possible, but the Bank shall in no
manner be responsible for the City's failure to make such
deposits.
SECTION 6: The Bank shall hold said Federal Securities
and moneys in the Escrow Fund at all times as a special and
separate trust fund for the benefit of the holders of the
Refunded Bonds, wholly segregated from other moneys and
securities on deposit with the Bank; shall never commingle said
Federal Securities and moneys with other moneys or securities
of the Bank; and shall hold and dispose of the assets therein
only as set forth herein. Nothing herein contained shall be
construed as requiring the Bank to keep the identical moneys,
or any part thereof, in said Escrow Fund, if it is impractical,
but moneys of an equal amount, except to the extent such are
represented by the Federal Securities, shall always be
maintained on deposit in the Escrow Fund by the Bank, as
trustee; and a special account evidencing such facts shall at
all times be maintained on the books of the Bank.
SECTION 7: The Bank shall from time to time collect and
receive the principal of and interest on the Federal Securities
as they respectively mature and become due and credit the same
to the Escrow Fund. On or before each principal and/or
interest payment date, and/or redemption payment date, for the
Refunded Bonds shown in Exhibit A attached hereto, the Bank,
without further direction from anyone, including the City,
shall cause: to be withdrawn from the Escrow Fund the amount
required to pay in full the required payment on such payment
date, and the amount withdrawn from the Escrow Fund shall be
immediately transmitted and deposited with the paying agent for
each series of Refunded Bonds to be paid with such amount. The
paying agent for the Refunded Bonds is the Bank. Citibank,
National Association, New York, New York, is a co-paying agent
for the Series 1983 Refunded Bonds.
If any Refunded Bond shall not be presented for payment
when the principal thereof shall have become due or if any
coupon representing interest payable on a Refunded Bond shall
not be presented for payment at the due date thereof, and if
cash shall at such times be held by the Bank in trust for that
purpose sufficient and available to pay the principal of such
Refunded Bond or to pay such coupon, as the case may be, it
shall be the duty of the Bank to hold said cash without
liability to the holder of such Refunded Bond for interest
thereon after such maturity or redemption date, in trust for
the benefit of the holder of such Refunded Bond or of such
coupon, as the case may be, who shall thereafter be restricted
exclusively to said cash for any claim of whatever nature on
his part on or with respect to said Refunded Bond or coupon,
including for any claim fo·r the payment thereof. All cash
required by the provisions hereof to be set aside or held in
trust for the payment of the Refunded Bonds and coupons shall
be applied to and used solely for the payment of the Refunded
Bonds and coupons with respect to which such cash has been so
set aside in trust.
Subject to the provisions of the last sentence of
Section 26 hereof, cash held by the Bank in trust for the
payment and discharge of any of the Refunded Bonds or coupons
appertaining thereto which remains unclaimed for a period of
four (4) years after the stated maturity dates or redemption
date of such Refunded Bonds shall be returned to the City.
Notwithstanding the above and foregoing, any remittance of
funds from the Bank to the City shall be subject to any
applicable unclaimed property laws of the State of Texas.
SECTION B: All Refunded Bonds and coupons cancelled on
account of payment by the Bank shall be cremated or otherwise
destroyed by the Bank, and an appropriate certificate of
destruction furnished the City.
SECTION 9: The escrow created hereby shall be irrevocable
and the holders of the Refunded Bonds shall have an express
lien on all moneys and Federal Securities in the Escrow Fund
until paid out, used and applied in accordance with this
Agreement.
SECTION 10: The Bank shall have no lien whatsoever upon
any of the moneys or Federal Securities in the Escrow Fund for
payment of services rendered hereunder, services rendered as
Paying Agent for the Refunded Bonds, or for any costs or
expenses incurred hereunder and reimbursable from the City.
SECTION ll: The Bank shall be authorized to (l) initially
receive substitute securities for a temporary period or (2)
redeem the SLGS and reinvest the proceeds thereof, together
with other moneys held in the Escrow Fund, provided such
initial and temporary substitution of securities or early
redemption is necessary to correct a cash flow deficiency with
respect to the payment of the Refunded Bonds in accordance with
Exhibit A or to maintain, if possible, the tax exempt status of
the interest on the Bonds or the Refunded Bonds pursuant to
section 103 of the Internal Revenue Code of 1986, as amended
(the "Code•), or regulations thereunder; and provided further
that the Bank receives the following:
(1) an op1n1on by an independent certified
public accountant ':O the effect that (i) the initial
and/or temporary substitution of cash and/or
securities for one or more of the SLGS identified in
Exhibit B pending the receipt and delivery thereof to
the Escrow Agent or (ii) the redemption of one or
more of the SLGS and the reinvestment of such funds
in one or more substituted securities (which shall be
noncallable direct obligations of the United States
of America), together with the interest thereon and
other available moneys, will, in either case, be
sufficient to pay, as the same become due in
accordance with Exhibit A, the principal of, and
interest on, the Refunded Bonds which have not
previously been paid, and
(2) with respect to an early redemption of SLGS
and the reinvestment of the proceeds thereof, an
unqualified op1n1on of nationally recognized
municipal bond counsel to the effect that (a) such
investment will not cause the interest on the Bonds
or Refunded Bonds to be included in gross income for
federal income tax purposes, under the Code, and the
regulations thereunder in effect on the date of such
investment, or otherwise make the interest on the
Bonds or the Refunded Bonds subject to Federal income
taxation and (b) such reinvestment complies with the
Constitution and laws of the State of Texas and with
all relevant documents relating to the issuance of
the Refunded Bonds and the Bonds.
SECTION 12: Except as provided in Section 11 hereof,
moneys in the Escrow Fund will be invested only in the Federal
Securities listed in Exhibit B and neither the City nor the
Bank shall reinvest any moneys deposited in the Escrow Fund
except as specifically provided by this Agreement.
SECTION 13: If at any time through redemption or
cancellation of the Refunded Bonds there exists or will exist
excesses of interest on or maturing principal of the Federal
Securities in excess of the amounts necessary hereunder for the
Refunded Bonds, the Bank may transfer such excess amounts to or
on the order of the City, provided that the City delivers to
the Bank the following:
(1) an opinion by an independent certified
public accountant that after the transfer of such
excess, the principal amount of securities in the
Escrow Fund, together with the interest thereon and
other available monies, will be sufficient to pay, as
the same become due, in accordance with Exhibit A,
the principal of, and interest on, the Refunded Bonds
which have not previously been paid, and
(2) an unqualified op1n1on . of nationally
recognized municipal bond counsel to the effect that
(a) such transfer will not cause interest on the
Bonds or the Refunded Bonds to be included in gross
income for federal income tax purposes under the Code
and the regulations thereunder in effect on the date
of such transfer, or otherwise make the interest on
the Bonds or the Refunded Bonds subject to Federal
income taxation, and (b) such transfer complies with
the constitution and laws of the State of Texas and
with all relevant documents relating to the issuance
of the Refunded Bonds or the Bonds.
SECTION 14: The Bank shall continuously secure the moneys
1n the Escrow Fund not invested in Federal Securities by a
pledge of direct obligations of the United States of America,
in the par or face amount at least equal to the principal
amount of said uninvested moneys to the extent such money is
not insured by the Federal Deposit Insurance Corporation.
SECTION 15: The Bank shall not be liable or responsible
for any loss resulting from any investment made in the Federal
Securities.
SECTION 16: Should the Bank fail to account for any funds
or the Federal Securities received by it for the account of the
City, such funds and Federal Securities shall be and remain the
p£operty of the Escrow Fund and the City and the holders of the
Refunded Bonds shall be entitled to a preferred claim and shall
have a first lien upon such funds and Federal Securities
enjoyed by a trust beneficiary. The funds and Federal
Securities received by the Bank under this Agreement shall not
be considered as a banking deposit by the City and the Bank and
the City shall have no right or title with respect thereto,
except as otherwise provided herein. Such funds and Federal
Securities shall not be subject to checks or drafts drawn by
the City.
6$37£-SS
SECTION 17: The City agrees to pay the Bank for the
performance of services hereunder and as reimbursement for
anticipated expenses to be incurred hereunder the amount of
$2, 000 and, except for reimbursement of costs and expenses
incurred .by the Bank pursuant to Sections 3, 11, and 20 hereof,
the Bank hereby agrees said amount is full and complete payment
for the administration of this Agreement.
The City also agrees to deposit with the Bank on the
effective date of this Agreement, the sum of $8,319 which
deposit represents the total charges due for paying agent fees
for the Refunded Bonds and the Bank acknowledges and agrees
that, of the amount deposited for paying agent fees for the
Refunded Bonds, $8,319 is and represents the total amount of
compensation due the Bank for services rendered as paying agent
for the Refunded Bonds. The Bank hereby agrees to pay, assume
and be fully responsible for any additional charges that it may
incur in the performance of its duties and responsibilities as
paying agent for the Refunded Bonds. No amount is included in
said deposit for paying agent services rendered by the
co-paying agent for the Series 1983 Refunded Bonds, in
accordance with the City's instructions as co-paying agent has
declined to perform any services in the past and will not be
called upon to perform any services from and after the date of
this agreement.
The City acknowledges and agrees that the above amount
deposited with the Escrow Agent to cover Paying Agents' charges
and expenses does not include amounts which shall become due
and payable for services rendered by one or more of the Paying
Agents that also serves as "registrar" for fully registered
Refunded Bonds, and the City agrees to pay directly to each
"registrar" for the Refunded Bonds all reasonable costs,
expenses and charges incurred in connection with the
maintenance of the registration books and records and the
transfer of such fully registered obligations as and when such
costs, expenses and charges are incurred and against written
invoices, statements or bills submitted therefor.
SECTION 18: The Bank shall not be responsible for any
recital herein, except with respect to its organization and its
powers and authority. As to the existence or nonexistence of
any _fact relating to the City or as to the sufficiency or
validity of any instrument, paper or proceedings relating to
the City, the Bank shall be entitled to rely upon a certificate
signed on behalf of the City by its Assistant City Manager for
Financial Services or Mayor as sufficient evidence of the facts
therein contained. The Bank may accept a certificate of the
City Secretary under the City• s seal, to the effect that a
resolution or other instrument in the form therein set forth
has been adopted by the City Council of the City, as conclusive
evidence that such resolution or other instrument has been duly
adopted and is in full force and effect.
The duties and obligations of the Bank shall be determined
solely by the express provisions of this Agreement and the Bank
shall not be liable except for the performance of such duties
a-nd obligations as are specifically set forth in this
Agreement, and no implied covenants or obligations shall be
read into this Agreement against the Bank.
In the absence of bad faith on the part of the Bank, the
Bank may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any
certificate or opinion furnished to the Bank, conforming to the
requirements of this Agreement; but notwithstanding any
provision of this Agreement to the contrary, in the case of any
foSl7E-S6
such certificate or opinion or any evidence which by any
provision hereof is specifically required to be furnished to
the Bank, the Bank shall be under a duty to examine the same to
determine whether it conforms to the requirements of this
Agreement.
The Bank shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Officers of the
Bank unless it shall be proved that the Bank was negligent in
ascertaining or acting upon the pertinent facts.
The Bank shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of not less than a majority
in aggregate principal amount of all said Refunded Bonds at the
time outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Bank
not in conflict with the intent and purpose of this Agreement.
For the purposes of determining whether the holders of the
required principal amount of said Refunded Bonds have concurred
in any such direction, Refunded Bonds owned by any obligor upon
the Refunded Bonds, or by any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with such obligor, shall be disregarded, except that
for the purposes of determining whether the Bank shall be
protected in relying on any such direction only Refunded Bonds
which the Bank knows are so owned shall be so disregarded.
The term •Responsible Officers" of the Bank, as used in
this Agreement, shall mean and include the Chairman of the
Board of Directors, the President, any Vice President and any
Second Vice President, the Secretary and any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and every
other officer and assistant officer of the Bank customarily
performing functions similar to those performed by the persons
who at the time shall be officers, respectively, or to whom any
corporate trust matter is referred, because of his knowledge of
and familiarity with a particular subject; and the term
"Responsible Officer• of the Bank, as used in this Agreement,
shall mean and include any of said officers or persons.
SECTION 19: Time shall be of the essence in the
performance of obligations from time to time imposed upon the
B~nk by this Agreement.
SECTION 20: In the event of any disagreement or
controversy hereunder or if conflicting demands or notices are
made upon Bank growing out of or relating to this Agreement or
in the event that the Bank in good faith is in doubt as to what
action should be taken hereunder, the City expressly agrees and
consents that the Bank shall have the absolute right at its
election to:
(a) Withhold and stop all further proceedings
in, and performance of, this Agreement with respect
to the issue in question and of all instructions
received hereunder in regard to such issue; and
(b) File a suit in interpleader and obtain an
order from a court of appropriate jurisdiction
requiring all persons involved to interplead and
litigate in such court their several claims and
rights among themselves.
In the event the Bank becomes involved in litigation in
connection with this Agreement, the City agrees, to the extent
permitted by law and to the extent such loss, cost, damages, or
expenses do not result from the Bank's own negligence, to
indemnify and save the Bank harmless from all loss, cost,
damages, expenses and attorney fees suffered or incurred by the
Bank as a result thereof. The obligations of the Bank under
this Agreement shall be performable at the principal corporate
office of the Bank in the City of San Antonio, Texas.
The Bank may advise with legal counsel in the event of any
dispute or question as to the construction of any. of the
provisions hereof or its duties hereunder, and it shall incur
no liability and shall be fully protected in acting in
accordance with the opinion and instructions of such counsel.
SECTION 21: Promptly after September 30th of each year,
commencing with the calendar year 1991, so long as the Escrow
Fund is maintained under this Agreement, the Bank shall forward
by letter to the City, to the attention of the Assistant City
Manager for Financial Services, or other designated official of
the City, a statement in detail of the Federal Securities and
monies held, and the current income and maturities thereof, and
the withdrawals of money from the Escrow Fund for the preceding
12 month period ending September 30th of each year.
SECTION 22: Any notice, authorization, request or demand
required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed as
follows:
CITY OF LUBBOCK, TEXAS
P. o. Box 2000
Lubbock, Texas 79457
Attention: Assistant City Manager
for Financial Services
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
P. 0. Box 841
Lubbock, Texas 79408
Attention: Corporate Trust Division
The United States Post Office registered or certified mail
receipt showing delivery of the aforesaid shall be conclusive
evidence of the date and fact of delivery.
Any party hereto may change the address to which notices
are to be delivered by giving to the other parties not less
than ten (10) days prior notice thereof.
SECTION 23: Whenever under the terms of this Agreement
the performance date of any provision hereof, including the
date of maturity of interest on or principal of the Refunded
Bonds, shall be a Sunday or a legal holiday or a day on which
the Bank is authorized by law to close, then the performance
thereof, including the payment of principal of and interest on
the Refunded Bonds, need not be made on such date but may
performed or paid, as the case may be, on the next succeeding
business day of the Bank with the same force and effect as if
made on the date of performance or payment and with respect to
a payment, no interest shall accrue for the period after such
date.
SECTION 24: The City covenants that it will faithfully
perform at all times any and all covenants, undertakings,
stipulations and provisions contained in this Agreement, in any
·~JJ£-$8
and every said Refunded Bond as executed, authenticated and
delivered and in all proceedings pertaining thereto as said
Refunded Bonds shall have been modified as provided in this
Agreement. The City covenants that it is duly authorized under
the Constitution and laws of the State of Texas to execute and
deliver this Agreement, that all actions on its part for the
payment of said Refunded Bonds as provided herein and the
execution and delivery of this Agreement have been duly and
effectively taken and that said Refunded Bonds and coupons in
the hands of the holders and owners thereof are and wi 11 be
valid and enforceable obligations of the City according to the
import thereof as provided in this Agreement.
SECTION 25: If any one or more of the covenants or
agreements provided in this Agreement on the part of the
parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from
the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions
of this Agreement.
SECTION 26: This Agreement shall terminate when the
Refunded Bonds and interest accrued and payable thereon to
maturity or redemption have been paid and discharged in
accordance with the provisions of this Agreement. If any
Refunded Bonds or interest coupons, if any, are not presented
for payment when due and payable at maturity or upon
redemption, the nonpayment thereof shall not prevent the
termination of this Agreement. Funds for the payment of any
nonpresented Refunded Bonds or interest coupons shall upon
termination of this Agreement be held by the Bank for such
purpose in accordance with Section 7 hereof. Any moneys or
Federal Securities held in the Escrow Fund at termination and
not needed for the payment of the principal of or interest on
any of the Refunded Bonds shall be paid or transferred to the
City.
SECTION 27: The Bank shall not be. responsible or liable
to any person in any manner whatever for the sufficiency,
correctness, genuineness, effectiveness, or validity of the
deposits made pursuant to this Agreement, or for the form or
execution thereof, or for the identity or authority of any
person making or executing such deposits. This Agreement is
between the City and the Bank only and in connection therewith
the Bank is authorized by the City to rely upon the
representations of the City with respect to this Agreement and
the deposits made pursuant hereto and as to this City's right
and power to execute and deliver this Agreement, and the Bank
shall not be liable in any manner as a result of such
reliance. The duty of the Bank hereunder shall only be to the
City and the holders of the Refunded Bonds. Except for an
assignment hereof by the Bank to a trust company organized and
existing under the laws of the State of Texas and performing
substantially all trust services for and on behalf of the Bank,
neither the City nor the Bank shall assign or attempt to assign
or transfer any interest hereunder or any portion of any such
interest. Any such assignment or attempted assignment (other
than an assignment by the Bank excepted in the preceding
sentence) shall be in direct conflict with this Agreement and
be without effect.
SECTION 28: This Agreement shall be binding upon the City
and the Bank and their respective successors and legal
representatives and shall inure $Olely to the benefit of the
holders of the Refunded Bonds, the City, the Bank and their
respective successors and legal representatives. Furthermore,
no alteration, amendment or modification of any pcov1s1on of
this Agreement shall be effective unless (i) prior written
consent of such alteration, amendment or modification shall
have been obtained from the holders of all Refunded Bonds
outstanding at the time of such alteration, amendment or
modification and (ii) :such alteration, amendment or
modification is in writing and signed by the parties hereto;
provided, however, the City and the Bank may, without the
consent of the holders of the Refunded Bonds, amend or modify
the terms and provisions of this Agreement to cure an
ambiguity, formal defect or omission in this Agreement.
SECTION 29: This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all
purposes as one original and shall constitute and be but one
and the same instrument. This Agreement shall be governed by
the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have each caused
this Agreement to be executed by their duly authorized officers
and their corporate seals to be hereunto affixed and attested
as of the date first above written.
ATTEST:
City Secretary
(City Seal)
ATTEST:
Authorized Signer
(Bank Seal)
CITY OF LUBBOCK, TEXAS
Mayor
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Lubbock, Texas
as Escrow Agent
Vice President and Trust Officer
10/IS/1991
"IS/199Z
10/IS/1992
4/1511991
10f&U
4,421,000.00
4,415,000.00
l'liCED 10 CALL
1.70J
I(COIID •AICI • lUIIOCC 1('1 13 10 tAU
192·"'·"
19l,S41.1"5
192,$1.!.1"5
1tl,St.!.I"S
nG,IK.OG
RUf UIYI(J
lt2,S4t.7S
192,S48.7S
\92,54&.75
4,617,S48.7S
S, 19S,IK.OO
EXHIBrr A'1
IICOID MIJIII • 'UUCCC I(V 114 10 ClU
HICIO 10 CALL
2!!1 PIIIICIP•I. ~ 1!!1!!1! OUI SUVICI ~i1,~H Iii
t0/1S/t90t UO,II,.OO ~:so·"' .00
'lt51t90l ZSO,IU.OO lJO,III.OO
t0/IS/190l 2:so,a".oo ZJO,II4,00
4115/1901 lJO,I11.00 UO,III.OO
t0/1511901 lJO,I".oo . 2]0,114.00
'1S/19M 5,000,000.00 9.232 ZJO,Iti.OO S,2l0,111 .00
IOtAU 5,000,000.00 1,SII4,115.00 6,SII4,17S.OO
U~!S!!i CASI PLC!¥ ICIIIMC EXH\BlT B.q
IIA.I IAfE lUI CIJII.U II WI
2!!1 WI WI t!.I.!U!!!r. J.!.!l!ill '-!f!...Ml lllf fUVICJ QJHU(II:l' Q!Frf!fll£1
\O/tS/1ftl '·'* S.1600 U.&,ZOO 41,381.67 · 192,SI7.67 tfZ,S'-I.rs sa.ft 3UZ
C/lS/1992 6.0500 '·'* 4f,SOO U'S,Jt6.06 "~.616.06 lfZ,Sil.rs 61.JI tOUS
IOI"/199Z 6,1700 5.9400 Sl, tOO '''·'"·'' tn,su.67 tU,S4&,1'5 •••• 100,1$
'"''''" 6.5100 6.2500 4,U7,600 n~.tzs.oo ,,,t7,sn.oo 4,617,5, •• 1'5 ZUS· 76.40
IOU.I.I 4,121,200 ,n,o7t.•o S, lt5,Z71.40 J,IH,195.00 76.641
UCIOIJ CASe hCIII SCI(OU\J C\HtBtT 9'4
II.U ltATI sus CIJIU,lfi'W(
t!!! !!!1 !o!1!l £!.1.!tl!!1 l!!1!.l1! C&IM 'li:Y PUI SIIVIq R!!FIIJ'51 t!Hfl£•g:
10/U/1991 5.4900 '·"00 ,,_,600 S6,2lt.11 ZJO,tlf,U uo,au..oo zs.u ZS-17
4/11/1991 6.0500 s. lt(IO 6',000 166,116.94 ZJO,I16,f4 ZJO,IU.OO 65.94 ti.U
tOJIS/1991 6.2100 1.6200 66,100 164,666.&1 no, 766.11 uo,au.oo ",It· 4S.U
4/IS/1991 6.SSOO '·~ ,,,toe 16Z,&fJ.S4 rJo,m.so 130,&11.00 SUO· a.u
tO/IS/1991 6.1600 6.0100 69,900 160,t30,17 no.eso.tf UO,&ti,OG ,,,,, u.st
'"''"" 7.1100 •.mo 1,07Z,OOO ISI,aH ... s.no.uo .... S,lSO,Ili.OO 11.41 ll.17
lOT AU 5,514,500 110,UI.t7 6,$64, t1a.n '· 5a4,&rs.oo .s.zr
EXHIBIT E
NOTICE OF REDEMPTION
CITY OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER
SYSTEM REFUNDING REVENUE BONDS, SERIES 1983
NOTICE IS HEREBY GIVEN that the City of Lubbock, Texas
has called for redemption on April 15, 1993, the bonds of the
series described above and further described as follows:
Bonds numbered 1270 through 2154, each in the
denomination of $5,000, aggregating in principal amount
$4,425,000 and scheduled to mature on April 15 in each
of the years 1994 through 2002.
NOTICE IS FURTHER GIVEN that due and proper arrangements
have been made for providing the Texas Commerce Bank National
Association, Lubbock, Texas and the Citibank National
Association, New York, New York, the paying agents for such
bonds, with sufficient funds to pay the redemption price of the
principal amount of such bonds and the accrued interest thereon
to Apri 1 15, 1993, the redemption date thereof. In the event
said bonds, or any of them are not presented for payment by the
date fixed for redemption, such bonds not presented for payment
shall cease to bear interest from and after the date fixed for
redemption.
THIS NOTICE is issued and given pursuant to the terms
and conditions prescribed for the redemption of said bonds and
pursuant to authority of an ordinance passed by the City
Council of the City of Lubbock, Texas, on July 11, 1991.
WITNESS MY OFFICIAL SIGNATURE, this the __ day of
July, 1991.
City Secretary
City of Lubbock, Texas
The above and foregoing Notice of Redemption was duly
received and filed with the
~--------------------------' this
Authorized Officer of Bank
(BANK SEAL)
Bank Officer's Title
The above and foregoing Notice of Redemption was duly
received and filed with Citibank, N.A., New York, New York,
this
Authorized Officer of Bank .
(BANK SEAL)
Bank Officer's Title
EXHIBIT F
NOTICE OF REDEMPTION
CITY OF LUBBOCK, TEXAS,
ELECTRIC LIGHT AND POWER SYSTEM REVENUE BONDS,
SERIES 1984
DATED APRIL 15, 1984
NOTICE IS HEREBY GIVEN that the bonds of the above
series maturing on April 15, 1995 through April 15, 2004 and
aggregating in principal amount $5,000,000 have been called for
redemption on April 15, 1994 at the redemption price of par and
accrued interest to the date of redemption.
THE ABOVE DESCRIBED BONDS shall become due and payable
on April 15, 1994, and interest thereon shall cease to accrue
from and after said redemption date and payment of the
redemption price of said bonds shall be made at the principal
office of Texas Commerce Bank National Association, Lubbock,
Texas, upon presentation and surrender, to said paying agent
bank.
THIS NOTICE is issued and given pursuant to the terms
and conditions prescribed for the redemption of said bonds and
pursuant to an ordinance by the City Council of the City of
Lubbock, Texas, on July 11, 1991.
WITNESS MY OFFICIAL SIGNATURE, this the
July, 1991.
day of
City Secretary
City of Lubbock, Texas
The ordinance of the City Council of the City of
Lubbock, Texas calling the above described bonds for redemption
has been filed with Texas Commerce Bank National Association,
Lubbock, Texas, and arrangements have been made for the above
notice of redemption to be sent at least 30 days prior to
April 15, 1994, by United States Mail, first class, postage
prepaid to the registered owners of the bonds to be redeemed
appearing on the registration books at the time of the mailing
of said notice.
FILED, this
(BANK SEAL)
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Lubbock, Texas,
as Paying Agent/Registrar
By: Tit~1-e-:-----------------------------
. .,J
TELEPHONE: 214/8515-8000
FACSIMILE: 214/855-8200
WRITERS DIRECT OI_..L NtJWBER:
FuLBRIGHT & .JAWORSKI
2200 Ross AVENUE
SUITE 2SOO
0AL.L.AS, TEXAS 7S201
August 20, 1991
TO THE PERSONS ON THE
ATTACHED DISTRIBUTION LIST
HOUSTON
WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
DALLAS
NEW YORK
LOS ANGELES
LONDON
ZURICH
HONG KONG
RE: City of Lubbock, Texas, Electric Light and Power System
Revenue Refunding Bonds, Series 1991A and Series 19918
Ladies and Gentlemen:
Enclosed please find the bound final transcript of
proceedings with respect to the captioned series of bonds.
MSW: lc
Enclosure
OOOIE-91
Very truly yours,
-->7/fJ ~ u.J"'~J
Mark S. Westergard
FUL.BRIGHT & .JAWORSKI
MARK 5. WESTERGARD
ATTORNEY AT LA.W
aaoo Ross AVENuE
SUITE 1800
DALLAS, TEX~S 78201
TELEPHONE 2:14/815!5·8000
TELECOPIE.R Zlo4/B!I5•8ZOO
Ms. Ranette Boyd
City Secretary
City of Lubbock, Texas
1625 13th Street
Lubbock, Texas 79401
Ms. Sherry Burger
Texas commerce Bank
National Association
1314 Avenue K
Lubbock, Texas 79401
Ms. Ruby Briscoe
First Southwest Company
500 First City Center
1700 Pacific Avenue
Dallas, Texas 75201
Mr. David Smith
DISTRIBUTION LIST
Prudential Securities Incorporated
2121 San Jacinto Street, Suite 1900
Dallas, Texas 75201
Ms. Danielle Brackett
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
Mr. Tom Poscharsky
McCall, Parkhurst & Horton
717 North Harwood, 9th Floor
Dallas, Texas 75201
OOOIE-91
14/o 5
ft>n+i"' vul OIJ
q l/ 6 5 -s ~ktttttrf)