HomeMy WebLinkAboutOrdinance - 8574-1984 - An Ord. Auth. Issuance Of "City Of Lubbock, Texas, General Obligation Bonds" - 03/22/1984I
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ORDINANCE NO. 8574
AN ORDINANCE authorizing the issuance of
"Cl~ OF LUBBOCK, TEXAS, GENERAL OBLIGATION
BONDS, SERIES 1984,11 levying a continuing
direct annual ad valorem tax for the payment
of said bonds; prescribing the form, terms,
conditions, and resolving other matters inci-
dent and related to the issuance, sale, and
delivery of said bonds, including the
approval and distribution of an Official
Statement pertaining thereto; and providing
an effective date.
WHEREAS, this City Council hereby finds and
determines that $13,775,000 in principal amount of general
obligation bonds approved and authorized to be issued at
elections held on May 21, 1977, and November 21,
1981, should be ,is sued and sold at this time; a summary of
the general obligation bonds authorized at said elections,
the principal amounts and respective authorized purposes
therefor, amounts heretofore issued and being issued
pursuant to this ordinance, and amounts remaining to be
issued subsequent hereto being as follows:
Amounts Amounts
Date Amount Heretofore Being Amounts
Authorized Purpose Authorized Authorized Issued Issued Remaining
Waterworks System 5-21-77 $16,775,000 $12,025,000 $ 100,000 $4,650,000
Waterworks System 11-21-81 5,226,000 -o-2,513,000 2,713,000
Sewer System 11-21-81 7,892,000 1,090,000 6,802,000 -0-
Street Improvements 11-21-81 9,495,000 5,305,000 3,398,000 792,000
Fire Station (for
adjacent areas, when
annexed) 5-21-77 310,000 -o-310,000 -o-
Fire Department 11-21-81 877,000 250,000 160,000 467,000
Airport 11-21-81 12,854,000 12,362,000 492,000 -o-
AND WHEREAS, this City Council hereby reserves and
retains the right to issue the balance of unissued bonds
approved at said elections in one or more installments when,
in the judgment of this City Council, funds are needed to
accomplish the purposes for which such bonds were voted;
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK:
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SECTION 1: Authorization-Designation-Principal
Amount-Purpose. General obligation bonds of the City shall
be and are hereby authorized to be issued in the aggregate
principal amount of $13,775,000, to be designated and bear
the title "CITY OF LUBBOCK, TEXAS, GENERAL OBLIGATION BONDS,
SERIES 1984" (hereinafter referred to as the "Bonds"), for
the purpose of making permanent public improvements, to wit:
Waterworks system, Sewer System, street, fire department and
Airport System improvements, pursuant to the authority
conferred at the aforesaid elections and in conformity with
the Constitution and laws of the State of Texas.
SECTION 2: Fully Registered Obligations
Authorized Denominations Stated Maturities -Interest
Rates -Date. The Bonds are issuable in fully registered
form only; both principal of and interest thereon to be
payable only to the registered owner thereof; shall be in
denominations of $5,000 or any integral multiple thereof
(within a Stated Maturity) and the Bonds shall become due
and payable on February 15 in each of the years and in
principal amounts (the "Stated Maturities") and bear
interest on the unpaid principal amounts from the Bond Date
at per annum rates in accordance with the following
schedule:
Year of Principal Interest
Stated Maturity Amount Rate
1985 $675,000 10.5 % 1986 675,000 10.5 % 1987 675,000 10.5 % 1988 675,000 10.5 % 1989 675,000 10.5 % 1990 675,000 10.s % 1991 675,000 10.5 % 1992 675,000 J0.5 % 1993 675,000 10.s % 1994 700,000 10.5 % 1995 700,000 9,0 %
1996 700,000 9.20 % 1997 700,000 9.40 % 1998 700,000 9,50 % 1999 700,000 9,60 %
2000 700,000 9,70 % 2001 700,000 9.75 % 2002 700,000 7,50 % 2003 700,000 z.so %
2004 700,000 7.50 %
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The Bonds shall be dated April 15, 1984 (the "Bond
Date").
SECTION 3: Payment of Bonds -Paying Agent/
Registrar. The principal of, premium, if any, and
the interest on the Bonds shall be payable, without
exchange or collection charges to the owner thereof, 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.
The Bonds shall bear interest at the per annum
rates shown above in Section 2, and interest thereon shall
be payable on February 15 and August 15 of each year com-
mencing February 15, 1985.
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, and the City agrees and covenants to cause to be
kept_and maintained at the principal office of the Paying
Agent/Registrar books and records ( the "Security Register")
for the registration, payment, and transfer of the Bonds,
all as provided herein, in accordance with the terms and
provisions of a "Paying Agent/Registrar Agreement,'' the form
of which is attached hereto as Exhibit A, and such reason-
able rules and regulations as the Paying Agent/Registrar and
the City may prescribe. The City covenants to maintain and
provide a Paying Agent/Registrar at all times while the
Bonds are Outstanding and any successor Paying Agent/
Registrar shall be a bank, trust company, financial institu-
tion, or other entity (which includes the City of Lubbock,
Texas) duly qualified and legally authorized to serve as and
perform the duties and services of Paying Agent/Registrar
for the Bonds. 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 registered owner
of the Bonds by United States Mail, first class postage
prepaid, which notice shall also give the address of the new
Paying Agent/Registrar.
Both principal of, premium, if any, and interest
on the Bonds, due and payable by reason of maturity, redemp-
tion, or otherwise, shall be payable only to the registered
owner of the Bonds (hereinafter referred to as the
"Bondholder" or "Bondholders") appearing on the Security
Register ( i) on the last day of the month next preceding
each interest payment date (the "Record Date") for purposes
of paying interest thereon and (ii) on the date of surrender
of the Bonds for purposes of paying principal at the Stated
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Maturity, or the redemption thereof. The City and the
Paying Agent/ Registrar, and any agent of either, shall
treat the Bondholder as the owner of a Bond for purposes of
receiving payment and all other purposes whatsoever, and, to
the extent permitted by law, neither the city nor the Paying
Agent/Registrar, or any agent of either, shall be affected
by notice to the contrary.
Principal of and premium, if any, on the Bonds,
shall be payable only upon presentation and surrender·of the
Bonds to the Paying Agent/ Registrar at its principal
office. Interest on the Bonds shall be paid to the
Bondholder whose name appears in the Security Register at
the close of business on the Record Date and shall be
paid (i) by check sent on or prior to the appropriate date
of payment by United States Mail, first class postage
prepaid, by the Paying Agent/Registrar, to the address of
the Bondholder appearing in the Security Register or (ii) by
such other method, acceptable to the Paying Agent/Registrar,
requested in writing by the Bondholder at the Bondholder's
risk and expense. In the event of a non-payment of interest
on the Bonds, or any of the Bonds, on a scheduled payment
date and if such non-payment continues for a period of
30 days following such scheduled payment, the Paying
Agent/Registrar is authorized and directed, if and when
funds for the payment of such interest have been received
from the City, to establish a new record date for such
interest payment (the "Special Record Date11 ). The Paying
Agent/Registrar shall send 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) at
lease five business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the
address of each Bondholder appearing in 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 Bonds having Stated Maturities on and after February 15,
1995, shall be subject to redemption prior to maturity, at
the option of the City, on February 15, 19·94, or on any
interest payment date thereafter, as a whole or in part in
principal amounts of $5,000 or any integral multiple thereof
(and if within a Stated Maturity at random and by lot by the
Paying Agent/Registrar), 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 date set for the redemption
of Bonds (unless a shorter notification period shall be
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satisfactory to the Paying Agent/Registrar), the City shall
notify the Paying Agent/Registrar of its decision to
exercise the right to redeem Bonds, the principal amount of
each Stated Maturity to be redeemed, and the date set for
the redemption thereof. 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 le~s
than all Outstanding Bonds of the same Stated Maturity are
to be redeemed on a redemption date, the Paying Agent/
Registrar shall select at random and by lot, the Bonds to be
redeemed, provided that if less than the entire principal
amount of a Bond is to be redeemed, the Paying Agent/
Registrar shall treat such Bond then subject to redemption
as representing the number of Bonds Outstanding . which is
obtained by di vi ding the principal amount of such Bond by
$5,000.
(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 the
City's expense, to each Bondholder of a Bond to be redeemed
in whole or in part at the address of the Bondholder
appearing in the Security Register at the close of business
on the business day next preceding the date of mailing such
notice, and any notice of redemption so mailed shall be
conclusively presumed to have been duly given irrespective
of whether received by the Bondholder.
All notices of redemption shall ( i) specify the
date of redemption for the Bonds, (ii) identify the Bonds to
be redeemed and, in the case of a portion of the principal
amount to be redeemed, the principal amount thereof to be
redeemed, (iii) 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 corporate office of the Paying
Agent/Registrar only upon presentation and surrender thereof
by the Bondholder. 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 or waived
as herein provided, such Bond ( or the principal amount
thereof to be redeemed) so called for redemption shall
become due and payable, and if moneys sufficient for the
payment of such Bonds (or of the principal amount thereof to
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be redeemed) at the then applicable redemption price are
held for the purpose of such payment by the Paying
Agent/Registrar, then on the redemption date designated in
such notice, interest on said Bond (or the principal amount
thereof to be redeemed) called for redemption shall cease to
accrue and such Bonds shall not be deemed to be outstanding
hereunder.
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 date
of final passage of this Ordinance 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 SC hereof, executed by the Comptroller
of Public Accounts of the State of Texas or his duly
authorized agent by manual signature, or a certificate of
registration substantially in the form provided in
Section 8D hereof, executed by the Paying Agent/Registrar by
manual signature, 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: 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,
and the Paying Agent/Registrar shall obtain, record, and
maintain in the Security Register the name and address of
each registered owner of the Bonds issued under and pursuant
to the provisions of this • Ordinance. Any Bond may, in
accordance with its terms and the terms hereof, be
transferred or exchanged for Bonds of other authorized
denominations upon the Security Register by the Bondholder,
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
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for exchange duly executed by the Bondholder or by his duly
authorized agent, in form satisfactory to the Paying Agent/
Registrar.
Upon surrender for transfer of any Bond 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 executed on behalf of, and furnished by, the city of
authorized denominations and having the same Stated Maturity
and of a like aggregate principal amount as the Bond or
Bonds surrendered for transfer.
At the option of the Bondholder, Bonds may be
exchanged for other Bonds of authorized denominations and
having the same Stated Maturity, bearing the same rate of
interest and of like aggregate principal amount 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 so surrendered for
exchange, the Paying Agent/Registrar shall register and
deliver new Bonds executed on behalf of, and furnished by,
the City to the Bondholder requesting the exchange.
All Bonds issued upon any transfer or exchange of
Bonds shall be delivered at the principal office of the
Paying Agent/Registrar, or sent by United States registered
mail to the Bondholder at his request, risk, and expense
and, upon the delivery thereof, the same shall be valid
obligations of the city, evidencing the same debt, and
entitled 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 Bondholder, except as otherwise herein provided, and
except that the Paying Agent/Registrar shall require payment
by the Bondholder 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, 11 evidencing all or a
portion, as the case may be, of the same debt evidenced by
the new Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term
"Predecessor Bonds" shall include any Bond registered and
delivered pursuant to Section 12 hereof in lieu of a
mutilated, lost, destroyed, or stolen Bond which shall be
deemed to evidence the same obligation as the mutilated,
lost, destroyed~ or stolen Bond.
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Neither the City nor the Paying Agent/Registrar
shall be required to issue, transfer, or exchange any Bond
called for redemption, in whole or in part, within 45 days
of the date fixed for redemption of such Bond; provided,
however, such limitation of transfer shall not be applicable
to an exchange by the Bondholder of the unredeemed balance
of a Bond called in part for redemption.
SECTION 7: Initial Bond. The Bonds herein
authorized shall be issued initially as a single fully
registered bond (the "Initial Bond11 ) representing the entire
principal amount of the Bonds and in the name of the initial
purchaser or purchasers thereof, or his or their designee.
The Initial Bond shall be the Bonds submitted to the Office
of the Attorney General of the State of Texas for approval
and certified and registered by the Office of the
Comptroller of Public Accounts of the State of Texas. At
any time after the delivery of the Bonds to the initial
purchaser or purchasers, the Paying Agent/Registrar, upon
written instructions from the purchaser or purchasers, or
his or their designee, shall cancel the Initial Bond
delivered hereunder and exchange therefor Bonds of
authorized denominations, Stated Maturi ties, principal
amounts, and bearing applicable interest rates for transfer
and delivery to the Bondholders named and at the. addresses
identified therefor; all in accordance with and pursuant to
such written instructions from the initial purchaser or
purchasers, or his or their designee, and such other
information and documentation as the Paying Agent/Registrar
may reasonably require.
SECTION 8: Forms. A. Forms Generally. The
Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Certificate of
Registration, 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,
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 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
thereof. 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.
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The definitive Bonds shall be printed, litho-
graphed, or engraved or produced in any other similar man-
ner, all as determined by the officers executing such
Bonds as evidenced by their execution thereof, but the
Initial Bond submitted to the Attorney General of Texas may
be typewritten or photocopied or otherwise reproduced.
REGISTERED
NO.
B.
Interest Rate:
Form of Bond.
United States of America
State of Texas
city of Lubbock, Texas,
General Obligation Bonds, Series 1984
Stated Maturity: Bond Date:
April 15, 1984
REGISTERED $ ____ _
CUSIP NO:
The City of Lubbock, Texas (hereinafter referred
to as the "Ci ty11 ), a body corporate and municipal corpora-
tion in the County of Lubbock, State of Texas, for value
received, acknowledges itself indebted to and hereby
promises to pay to
or the registered assigns thereof, on the Stated Maturity
date specified above, the principal sum of
DOLLARS
(or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal
amounts hereof from the Bond Date at the per annum rate of
interest specified above computed on the basis of a 360-day
year of twelve 30-day months; such interest being payable on
February 15 and August 15 of each year commencing
February 15, 1985. Principal of this Bond shall be payable
to the registered owner hereof, upon presentation and sur-
render, 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 day of the month next preced-
ing each interest payment date. In the event of a non-pay-
ment of interest on this Bond on a scheduled payment date
and if such non-payment continues for a period of 30 days
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following such scheduled payment, the Paying Agent/Registrar
will, if and when funds for the payment of such interest
have been received from the City, establish a new record
date for such interest payment (the "Special Record
Date"). The Paying Agent/Registrar will send notice of
the Special Record Date and of the scheduled payment date of
the past due interest (which will be 15 days after the
Special Record Date) at least five business days prior to
the Special Record Date by United States Mail, first class
postage prepaid, to the registered owner hereof at such
owner's address appearing in the Security Register at the
close of business on the last business day next preceding
the date of mailing of such notice. All payments of princi-
pal 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 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 registered owner hereof at the address
appearing in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by the
registered owner hereof at the· Bondholder's risk and
expense.
This Bond is one of the series specified in its
title issued in the aggregate principal amount of
$13,775,000 (herein referred to as the "Bonds") pursuant to
an Ordinance adopted by the governing body of the City
(herein referred to as the "Ordinance"), for the purpose of
making permanent public improvements, to wit: Waterworks
System, Sewer System, street, fire department and Airport
System improvements, under and in strict conformity with
the Constitution and laws of the State of Texas.
The Bonds maturing on and after February 15, 1995,
may be redeemed prior to their stated Maturi ties, at the
option of the City, on February 15, 1994, or on any interest
payment date thereafter, in whole or in part in principal
amounts of $5,000 or any integral multiple thereof (and if
within a Stated Maturity at random and by lot by the Paying
Agent/Registrar) at the redemption price of par, together
with accrued interest to the date of redemption, and upon
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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
this Bond be of a denomination in excess of $5,000, portions
of the principal sum hereof in installments of $5,000 or any
integral multiple thereof may be redeemed, and if less than
all of the principal sum hereof is to be redeemed, there
shall be issued, without charge therefor, to the registered
owner hereof, upon the surrender of this Bond to the Paying
Agent/Registrar at its principal office, 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 (or any portion of the principal sum
hereof) shall have been duly called for redemption and
notice of such redemption duly given, then upon such
redemption date this Bond (or the portion of the principal
sum hereof to be redeemed) shall become due and payable,
and, if moneys for the payment of the redemption price and
the interest accrued on the principal amount to be redeemed
to the date of redemption are held for the purpose of such
payment by the Paying Agent/Registrar, interest shall cease
to accrue and be payable hereon from and after the
redemption date on the principal amount hereof to be
redeemed. If this Bond is called for redemption, in whole
or in part, the City or the Paying Agent/Registrar shall not
be required to issue, transfer, or exchange this Bond,
within 45 days of the date fixed for redemption; provided,
however, such limitation of transfer shall not be applicable
to an exchange by the registered owner hereof of the
unredeemed balance of this Bond if called in part for
redemption.
The Bonds are payable from the proceeds of an ad
valorem tax levied, within the limitations prescribed by
law, upon all taxable property within the City. Reference
is hereby made to the Ordinance, copies of which are 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 tax
levied for the payment of the Bonds; 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
Bondholders; the rights, duties, and obligations of the City
and the Paying Agent/Registrar; the terms and provisions
upon which this Bond may be discharged at or prior to its
maturity or redemption, and deemed to be no longer
Outstanding thereunder; and for the other terms and
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provisions thereof. Capitalized terms used herein have the
same meanings assigned in the Ordinance.
As provided in the Ordinance and subject to
certain limitations contained therein, this Bond is trans-
ferable on the Security Register of the City, upon surrender
of this Bond for transfer at the principal office of the
Paying Agent/Registrar, 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, and thereupon 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 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 hereof for purposes of receiving payment of
interest hereon, (ii) on the date of surrender of this Bond
as the owner hereof for purposes of receiving payment of
principal hereof at its Stated Maturity or its redemption,
in whole or in part, and (iii) on any other date for all
other purposes, and neither th,e city nor the Paying Agent/
Registrar, or any such agent of either, shall be affected by
notice to the contrary.
It is hereby certified, covenanted, and represen-
ted that all acts, conditions, and things required to be
performed, exist, and be done precedent to or in the issu-
ance of this Bond in order to render the same a legal,
valid, and binding obligation of the City have been per-
formed, exist, and have been done, in regular and due time,
form, and manner, as required by law, and that the issuance
of the Bonds does not exceed any constitutional or statutory
limitation. In case any provision in this Bond or any
application thereof shall be invalid, illegal, or unenforce-
able, 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
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accordance with and shall be governed by the laws of the
State of Texas.
IN WITNESS WHEREOF, the City has caused this Bond
to be duly executed under its official seal.
CITY OF LUBBOCK, TEXAS
ATTEST:
Mayor
City Secretary
(SEAL)
C. * Form of Registration Certificate of Comptroller
of Public Accounts to Appear on Initial Bond only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS I
I
I
I
REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined,
certified as to validity and approved by the Attorney
General of the State of Texas, and duly registered by the
Comptroller of Public Accounts of the State of Texas.
(SEAL)
o.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
Form of Certificate of Paying Agent/Registrar to
Appear on Definitive Bonds only.
This Bond has been duly issued 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
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Public Accounts, as shown by the records of the Paying
Agent/Registrar.
_____ , -----.-' Texas,
as Paying Agent/Registrar
Registered this date:
By
Authorized Signer
*NOTE TO PRINTER: Do not print on Definitive Bonds
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 the 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 Bond shall be in the form set forth in
paragraph B of this Section, except that:
( i) immediately under the name of the bond the
headings "Interest Rate ____ 11 and "Stated
Maturity --.--" shall both be completed II as
shown below;"
(ii) Paragraph one shall read as follows:
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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, acknowledges itself indebt~d to and hereby
promises to pay to
or the registered assigns thereof, on the 15th day of
February in each of the years and in principal amounts and
bearing interest at per annum rates in accordance with the
following schedule:
PRINCIPAL INTEREST
~ INSTALLMENTS RATE
1985 $675,000 %
1986 675,000 % 1987 675,000 % 1988 675,000 % 1989 675,000 % 1990 675,000 % 1991 675,000 % 1992 675,000 %
1993 675,000 %
1994 700,000 % 1995 700,000 % 1996 700,000 % 1997 700,000 % 1998 700,000 % 1999 700,000 % 2000 700,000 % 2001 700,000 % 2002 700,000 %
2003 700,000 %
2004 700,000 %
(or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal
amounts hereof from the Bond Date at the per annum rates of
interest specified above computed on the basis of a 360-day
year of twelve 30-day months; such interest being payable on
February 15 and August 15 of each year February 15, 1985.
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 day of the month next
-15-
preceding each interest payment date. All payments of
principal 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 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 registered owner hereof at the
address appearing in the Security Register or by such other
method, acceptable to the Paying Agent/Registrar, requested
by the registered owner hereof at the Bondholder's risk and
expense.
(iii) the Initial Bond shall be numbered T-1.
SECTION 9: Levy of Taxes. To provide for the
payment of the "Debt Service Requirements" of the Bonds,
being (i) the interest on the Bonds and (ii) a sinking fund
for their redemption at maturity or a sinking fund
of 2% (whichever amount is the greater), there is hereby
levied, and there shall be annually assessed and collected
in due time, form, and manner, a tax on all taxable property
in the City, within the limitations prescribed by law, and
such tax hereby levied on each one hundred dollars'
valuation of taxable property in the City for. the Debt
Service Requirements of the Bonds shall be at a rate from
year to year as will be ample and sufficient to provide
funds each year to pay the principal of and interest on said
Bonds while Outstanding; full allowance being made for
delinquencies and costs of collection; the taxes levied,
assessed, and collected for and on account of the Bonds
shall be accounted for separate and apart from all other
funds of the City and shall be deposited in the "Special
Series 1984 Bond Fund" (the "Interest and Sinking Fund") to
be maintained at an official depository of the City's funds;
and such tax hereby levied, and to he assessed and collected
annually, is hereby pledged to the payment of the Bonds.
Proper officers of the City are hereby authorized
and directed to cause to be transferred to the Paying Agent/
Registrar for the Bonds, from funds on deposit in the
Interest and Sinking Fund, amounts sufficient to fully pay
and discharge promptly each installment of interest and
principal of the Bonds as the same accrues or matures or
comes due by reason of redemption prior to maturity; such
transfers of funds to be made in such manner as will cause
collected funds to be deposited with the Paying
Agent/Registrar on or before each principal and interest
payment date for the Bonds.
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.. .
SECTION 10: 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 appearing in the security
Register at the close of business on the business day next
preceding the mailing of such notice.
In any case where notice to 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 respect to
which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Bondholders
shall be filed with the Paying Agent/Registrar, but such
filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 11: Cancellation. All Bonds
surrendered for payment, redemption, transfer, exchange, or
replacement, if surrendered to the Faying 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 returned to the City.
SECTION 12: Mutilated -Destroyed -Lost and
Stolen Bonds. If (1) any mutilated Bond is surrendered to
the Paying Agent/Registrar, or the City and the Paying
Agent/Registrar receive evidence to their satisfaction of
the destruction, loss, or theft of any Bond, and (2) there
is delivered to the City and the Paying Agent/Registrar such
security or indemnity as may be required to save each of
them harmless, then, in the absence of notice to the City or
the Paying Agent/Registrar that such Bond has been acquired
by a bona fide purchaser, the City shall execute and, upon
its request, the Faying Agent/Registrar shall register and
deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost, or stolen Bond, a new Bond of the same
Stated Maturity and of like tenor and principal amount,
bearing a number not contemporaneously outstanding.
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. .
In case any such mutilated, destroyed, lost, or
stolen Bond has become or is about to become due and pay-
able, the City in its discretion may, instead of issuing a
new Bond, pay such Bond.
Upon the issuance of any new Bond under this
Section, the City may require payment by the Bondholder of a
sum sufficient to cover any tax or other governmental charge
imposed in relation thereto and any other expenses (includ-
ing the fees and expenses of the Paying Agent/Registrar)
connected therewith.
Every new Bond issued pursuant to this Section in
lieu of any mutilated, destroyed, lost, or stolen Bond shall
constitute a replacement of the prior obligation of the
City, whether or not the mutilated, destroyed, lost, or
stolen Bond shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance
equally and ratably with all other Outstanding Bonds.
The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement and payment of
mutilated, destroyed, lost, or stolen Bonds.
SECTION 13: No-Arbitrage Certification. The
City certifies that based on facts, estimates, and
circumstances expected to exist on the date of the issue of
the Bonds it is not reasonable to anticipate that the
proceeds thereof will be used in a manner which would cause
them to be II arbitrage bonds II within the meaning of
section 103(c) of the Internal Revenue Code of 1954, as
amended, or regulations thereunder applicable thereto, and
the City covenants not to make any use of the proceeds of
the Bonds or investment income therefrom which would cause
the Bonds to become II arbitrage bonds" within the meaning of
section 103(c) of such Code. The officers of the City
charged with responsibilities in the issuance of Bonds are
authorized and directed to make, execute, and deliver
certifications as to facts, estimates, and circumstances in
existence as of the date of the issuance of said Bonds and
stating whether there are any facts, estimates, or
circumstances which would materially change the City's
present expectations. The covenants herein made and the
certifications herein authorized are for the benefit of the
· holders from time· to time of said Bonds and may be relied
upon by said Bondholders and bond counsel for the City.
SECTION 14: Satisfaction of Obligation of
City. If the City shall pay or cause to be paid, or ther~
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' .
shall otherwise be paid to the Bondholders, the principal
of, premium, if any, and interest on the Bonds, at the times
and in the manner stipulated in this Ordinance, then the
pledge of any taxes or other money, securities, and funds
pledged under this Ordinance and all covenants, agreements,
and other obligations of the City to the Bondholders shall
thereupon cease, terminate, and become void and be
discharged and satisfied, and the Paying Agent/Registrar
shall pay over or deliver all money held by it under this
Ordinanc~ to the City.
Bonds or principal amount thereof and interest
installments for which money shall have been set aside in
full payment to maturity or the redemption thereof and held
in trust by the Paying Agent/Registrar (through deposit by
the City of funds for such payment or redemption or
otherwise) shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section.
All Outstanding Bonds shall be deemed to have been paid,
prior to their stated Maturity, within the meaning and with
the effect expressed above in this Section if there shall
have been deposited with the Paying Agent/Registrar either
money in an amount which shall be sufficient, or Government
Securities the principal of and the interest on which when
due will provide money, which together with the money, if
any, deposited with the Paying Agent/Registrar at the same
time, shall be sufficient, to pay when due the principal of
and interest to become due on such Bonds on and prior to the
Stated Maturity or ( if notice of redemption has been duly
given or waived or if irrevocable arrangements therefor
acceptable to the Paying Agent/Registrar have been made) the
redemption date thereof. Neither Government Securities nor
money deposited with the Paying Agent/Registrar pursuant to
this Section, nor principal or interest payments on any such
Government Securities, shall be withdrawn or used for any
purpose other than, and shall be held in trust for, the
payment of the principal of, premium, if any, and interest
on such Bonds. Any cash received from such principal of and
interest on such Government Securities deposited with the
Paying Agent/Registrar, if not needed for such purpose,
shall, to the extent practicable, be reinvested in
Government Securities (which may be non-interest bearing)
maturing at times and in amounts sufficient to pay when due
the principal of, premium, if any, and interest on such
Bonds on and prior to the Stated Maturity thereof, and
interest earned from such reinvestments shall be paid over
to the City as received by the Paying Agent/Registrar, free
and clear of any trust, lien, or pledge. Any payment for
Government Securities purchased for the purpose of
reinvesting cash as aforesaid shall be made only against
delivery of such Government Securities.
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The term "Government Securities," as used herein,
means direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by, the
United States of America, which are non-callable prior to
the . respective maturities of the Bonds and may be United
States Treasury Obligations such as the state and Local
Government Series and may be in book-entry form.
At such time as all of the Bonds are retired, or
provision is made for their payment, money in the Interest
and Sinking Fund, if any, shall be transferred to the
general fund of the City, unless then required by law to be
transferred to some other fund or used for some other
purpose, provided that any money held by the Paying
Agent/Registrar which has been provided for the payment of
interest or principal and not so utilized for any reason
shall continue to be held by the Paying Agent/Registrar for
a period of three calendar years, and if not claimed, the
same shall be returned to the City.
SECTION 15: Ordinance a Contract -
Amendments -Outstanding Bonds. The City acknowledges that
the covenants and obligations, of the City herein contained
are a material inducement to the purchase of the Bonds.
This Ordinance shall constitute a contract with the
Bondholders from time to time, be binding on the City, and
shall not be amended or repealed by the City so long as any
Bond remains Outstanding except as permitted in this
Section. The City, may, without the consent of or notice to
any Bondholders, from time to time and at any time, amend
this Ordinance in any manner not detrimental to the
interests of the Bondholders, including the curing of any
ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent
of Bondholders owning 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
Bondholders 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.
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. . . '
The term "Outstanding" when used in this Ordinance
with respect to· Bonds means, as of the date of determina-
tion, all Bonds theretofore issued and delivered under this
Ordinance, except:
(1) those Bonds theretofore cancelled by the
Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
( 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 mutilated,
destroyed, lost, or stolen and replacement Bonds
have been registered and delivered in lieu thereof
as provided in Section 12 hereof; and
(4) those Bonds for which the payment of the
principal of, premium, if any, and interest on has
been duly provided by the City in accordance with
the provisions of Section 14 hereof by the deposit
in trust of money or Government Securities, or
both.
SECTION 16: Sale of the Bonds. The sale of the
Bonds to INTERFIRST BANK, Dallas, N.A., and Associates
( herein referred to as the ·"Purchaser") at the price of par
and accrued interest to the date of delivery plus a premium
of $ 181.25 is hereby approved and confirmed. Delivery
of the Bonds to said purchaser shall occur as soon as
possible upon payment being made therefor in accordance with
the terms of sale.
SECTION 17: Control and Custody of Bonds. The
City Manager and the Director of Finance shall be and are
hereby authorized to take and have charge of all necessary
orders and records pending investigation by the Attorney
General of the State of Texas, including the printing and
supply of definitive Bonds, and shall take and have charge
and control of the Initial Bond pending its approval by the
-21-
. .
Attorney General, the registration thereof by the
Comptroller of Public Accounts, and the delivery thereof to
the Purchaser.
Furthermore, the City Manager and the Director of
Finance, either or both, are hereby authorized and directed
to furnish and execute such documents relating to the City
and its financial affairs as may be necessary for the
issuance of the Bonds, the approval of the Attorney General,
and their registration by the Comptroller of Public Accounts
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 Bond to the
Purchaser and the initial exchange thereof for definitive
Bonds.
SECTION 18: Official Statement. The City Council
ratifies and confirms l. ts prior approval of the form and
content of the Official Statement prepared in the initial
offering and sale of the Bonds and hereby approves the form
and content of any addenda, supplement, or amendment
thereto. The use of such Official Statement in the
reoffering of the Bonds by the Purchaser is hereby approved
and authorized. The proper officials of the city are hereby
authorized to execute and deliver a certificate pertaining
to such Official Statement as prescribed therein, dated as
of the date of payment for and delivery of the Bonds.
SECTION 19: Printed Opinion. The Purchaser's
obligation to accept delivery of the Bonds is subject to its
being furnished a final opinion of Dumas, Huguenin, Boothman
& Morrow, Attorneys, Dallas, Texas, approving such Bonds as
to their validity, said opinion to be dated and delivered as
of the date of delivery and payment for such Bonds.
Printing of a true and correct reproduction of said opinion
on the reverse side of each of said Bonds is hereby approved
and authorized.
SECTION 20: CUSIP Numbers. CUSIP numbers may
be printed or typed on the Bonds. It is expressly provided,
however, that the presence or absence of CUSIP numbers on
the Bonds shall be of no significance or effect as regards
the legality thereof. and neither the City nor attorneys
approving said Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed
on the Bonds.
SECTION 21: 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,
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~ .
the Paying Agent/Registrar, 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, and the Bondholders.
SECTION 22: 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 23: 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 24: Effect of Headings.
headings herein are for convenience only
affect the construction hereof.
The Section
and shall not
SECTION 25: Severability. If any provision of
this Ordinance or the application thereof to any
circumstance shall be held to be invalid, the remainder of
this Ordinance and the application thereof to other
circumstances shall nevertheless be valid, and this City
Council body hereby declares that this Ordinance would have
been enacted without such invalid provision.
SECTION 26: 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 27. Effective Date. This Ordinance
shall be in force and effect from and after its passage, on
-23-
. ' . .
second and final reading and IT IS SO ORDAINED.
PASSED AND APPROVED ON FIRST READING, this 22nd
day of March, 1984.
PASSED AND APPROVED ON SECOND READING, this 23rd
day of March, 1984.
(City Seal)
-24-
_PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of April 15, 1984 (this
"Agreement11 ), by and between the City of Lubbock, Texas (the
11 Issuer"), and Texas Commerce Bank, National Association,
Lubbock, iexas, a banking association duly organized and
existing under the laws of the United States of America
( the "Bank");•
RECITALS
WHEREAS, the Issuer has duly authorize·d and provided
for the issuance of its 11 Ci ty of Lubbock, Texas, General
Obligation Bonds, Series 198411 (the "Securities") in the
aggregate principal amount of $13,775,000, such Securities
to be issued in fully registered form only as to the payment
of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered
to the initial purchasers thereof on o~_about. -------1984; and
WHEREAS, the Issuer has selected the Bank to serve as
Paying Agent/Registrar in connection with the payment of the
principal of, premium, if any, and interest on said
Securities and with respect to the registration, transfer,
and exchange thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such
capacities for and on behalf of the· Issuer and has full
power and authority to perform· and serve as Paying Agent/
Registrar for the Securities;
NOW, THEREFORE, it is ~utually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent
for the Securities, the Bank shall be responsible for paying
on behalf of the Issuer the principal, premium (if any), and
interest on the Securities as the same become due and
payable to the registered owners thereof; all in accordance
with this Agreement and the "Bond Resolution" ( hereinafter
defined).
The Issuer hereby appoints the Bank as Registrar with
respect to the Securities and, as Registrar for the
Securities, the Bank shall keep and maintain for and on
behalf of the Issuer books and records as to the ownership
of said Securities and with respect to the transfer and
exchange thereof as provided herein and in the "Bond
Resolution."
The Bank hereby accepts its appointment and agrees to
serve as the Paying Agent and Registrar for the Securities.
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 tjle Issuer on or
before ninety (90) calendar days prior to the close of the
Fiscal Year of the Issuer, and shall be effective upon the
first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank
upon its request for all reasonable expenses, disbursements,
and advances incurred or made by the Bank in accordance with
any of the provisions hereof (including the reasonable
compensation and the expenses and disbursements of its
agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise·requires:
11 Acceleration Date" on any Security means the date
on and after which the principal or any or all install-
ments of interest, or both, are due and payable on any
Security which has become accelerated pursuant to the
terms of the Security.
-2-
"Bank Office" means the principal corporate trust
office of the Bank as indicated on page 13 hereof. The
Bank will notify the Issuer in writing of any change in
location of the Bank Office.
"Bond Resolution11 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 de-
livered to the Bank.
uFiscal Year" means the twelve month accounting
period ending September 30 of each year.
"Holder" and "Security Holder" each means the
Person in whose name a Security is registered in the
Security Register.
"Issuer Request" and "Issuer Order11 means a writ-
ten request or order signed in the name of the Issuer
by the Mayor or city Secretary of the Issuer, either or
both, and delivered to the Bank.
11Legc1,l Holiday" means a day on which the Bank is
required or-authorized to be closed.
"Person" means any individual, corporation, part-
nership, joint venture, association, joint stock com-
pany, trust, unincorporated organization, or govern-
ment, or any agency or political subdivision of a
government.
"Predecessor Securities" of any particular
Security means every previous Security evidencing all
or a portion of the same obligation as that evidenced
by such particular Security (and, for the purposes of
this definition, any Security registered and delivered
under Section 4.06 hereof in lieu of a mutilated, lost,
destroyed, or stolen Security shall be deemed to
evidence the same obligation as the mutilated, lost,
destroyed, or stolen Security).
"Record Date" means the last day of the month next
preceding an interest payment date for the Securities.
11Redemption Date11 when used with respect to any
Bond to be redeemed means the date fixed for such
-3-
redemption pursuant to
Resolution.
the terms of the Bond
"Responsible Officer" when used with respect to
the Bank means the Chairman or Vice-Chairman of the
Board of Directors, the Chairman or Vice-Chairman of
the Executive Committee of the Board of Directors, the
President, any Vice President, the secretary, any
Assistant secretary, the Treasurer, any Assistant
Treasurer, the cashier, any Assistant cashier, any
Trust Officer or Assistant Trust Officer, or any other
officer of the Bank customarily performing functions
similar to those performed by any of the above
designated officers and also means, with respect to a
particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge
of and familiarity with the particular subject.
"Security Register" means a register maintained by
the Bank on behalf of the Issuer providing for the
registration and transfers of Securities.
"Stated Maturity" means the date specified in the
Bond Resolution the principal of a Security is
scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities {Security)"
have the meanings assigned to them in the recital paragraphs
of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in
the performance of the duties and functions of this
Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by
or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity,
Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by
or on behalf of the Issuer, pay on behalf of the Issuer the
interest on each Security when due, by computing the amount
-4-
of interest to be paid each Holder and preparing and sending
checks by United States Mail, first class postage prepaid,
on each payment date, to the Holders of the Securities (or
· their Predecessor Securities) on the Record Date, to the
address appearing on the Security Register or by such other
method, acceptable to the Bank, requested in writing by the
Holder at the Holder's risk and expense.
Section 3.02. PaYll!ent Dates.
The Issuer hereby instructs the Bank to pay the princi-
pal of and interest on the Securities at the dates specified
in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register
changes.
Transfers and Ex-
The Bank agrees to keep and maintain the Security
Register for and on behalf of the Issuer at the Bank Office
for recording the names and addresses of the Holders of the
Securities, the transfer, exchange, and replacement of the
Securities and the payment of the principal of and interest
on the Securities to the Holders and containing such other
information as may be reasonably required by the Issuer and
subject to such reasonable regulations as the Issuer and
Bank may prescribe. All transfers, exchanges, and
replacements of Securities shall be noted in the Security
Register.
Every Security surrendered for trans fer or exchange
shall be duly endorsed or be accompanied by a written
instrument of transfer, the signature on which has been
guaranteed by an officer of a federal or state bank or a
member of the National Association of Securities Dealers, in
form satisfactory to the Bank, duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it
feels necessary to effect a re-registration, transfer, or
exchange of the Securities.
To the extent possible and under reasonable
circumstances, the Bank agrees that, in relation to an
exchange or transfer of Securities, the exchange or transfer
by the Holders thereof will be completed and new Securities
delivered to the Holder or the assignee of the Holder in not
-s-
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. Certificates.
The Issuer shall provide an adequate inventory of
printed Securities to facilitate transfers or exchanges
thereof. The Bank covenants that the inventory of printed
Securities will be kept in safekeeping pending their use and
reasonable care will be exercised by the Bank in maintaining
such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other
governments or corporations for which it serves as
registrar, or that is maintained for its own securities.
Section 4.03. Form of 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 fonn capable of being converted into written
fonn within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested
by the Issuer, upon payment of the required fee, a copy of
the inf onnation 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 subpoena or court order.
Upon receipt of a subpoena or court order the Bank will
-6-
•
notify the Issuer so that the Issuer may contest the
subpoena or court order.
Section 4.05. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it
determines, surrender to the Issuer, Securities in lieu of
which or in exchange for which other Securities have been
issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost, or Stolen
Securities.
The Issuer hereby instructs the Bank, subject to the
provisions of Section 12 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.
The Bank will issue and deliver a new Security in
exchange for a mutilated Security surrendered to it. The
Bank will issue a new Security in lieu of a Security for
which it received written representation from the Holder
that the Security is destroyed, lost, or stolen, without the
surrender or production of the original Security. The Bank
will pay on behalf of the Issuer the principal and premium,
if any, of a Security for which it receives written
representation such Security is destroyed, lost,· or ·stolen
following the Stated Maturity or Redemption of the Security,
without the surrender or production of the Security.
The Bank will not issue a replacement Security or pay
such replacement Security unless there is delivered to the
Bank such security or indemnity as it may require (which may
be by the Bank1 s blanket bond) to save both the Bank and the
Issuer harmless.
On satisfaction of the Bank and the Issuer, the
certificate number on the Security registered will be
cancelled with a notation that it has been mutilated,
destroyed, lost, or stolen and a new Security will be issued
of the same series and of like tenor and principal amount
bearing a number ( according to the Security Register) not
contemporaneously outstanding.
The Bank may charge the Holder the Bank' s fees and
expenses in connection with issuing a new Security in lieu
of or exchange for a mutilated, destroyed, lost, or stolen
Security.
-7-
The Issuer hereby accepts the Bank' s current blanket
bond for lost, stolen, or destroyed Securities and any
future substitute blanket bond for lost, stolen, or
destroyed Securities that the Bank may arrange, and agrees
that the coverage under any such blanket bond is acceptable
to it and meets the Issuer's requirements as to security or
indemnity. The Bank need not notify the Issuer of any
changes in the security or other company giving such bond or
the terms of any such bond. The blanket bond then utilized
for the purpose of lost, stolen, or destroyed Securities by
the Bank is available for inspection by the Issuer on
request.
Section 4.07. Transaction Information to 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, Securities it has delivered upon the transfer
or exchange of any Securities pursuant to Section 4.01, and
Securities it has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance
thereof.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of
the statements and correctness of the opinions expressed
therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless
it shall be proved that the Bank was negligent in ascertain-
ing 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
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that repayment of such funds or adequate indemnity satis-
factory to it against such risks or liability is not assured
to it.
(d) The Bank may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other
paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties.
Without limiting the generality of the foregoing statement,
the Bank need not examine the ownership of any Securities,
but is protected in acting upon receipt of Securities
containing an endorsement or instruction of transfer or
power of transfer which appears on its face to be signed by
the Holder or an agent of the Holder. The Bank shall not be
bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order,
bond, note, security, or other paper or document supplied by
Issuer.
(e) The Bank may consult with counsel, and the written
~dvice of such counsel or any opinion of counsel shall be
full and complete authorization and protection with respect
to any action taken, suffered, or omitted by it hereunder in
good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the
Issuer and in the 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.
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•
Section 5.05. Moneys Held by Bank.
Money held by the Bank hereunder need not be segregated
from any other funds provided appropriate trust accounts are
maintained in the name and for the benefit of the Issuer.
The Bank shall be under no liability for interest on
any money received by it hereunder.
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.
The Issuer agrees to indemnify the Bank for, and hold
it harmless against, any loss, liability, or expense
incurred -without negligence or bad faith on its part,
arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost
and expense against any claim or liability in connection
with the exercise or performance of any of its powers or
duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy
over its person as well as funds on deposit, in either a
Federal or State District Court located in the State and
County where either the Bank Office or the administrative
offices of the Issuer is located, and agree that service of
process by 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 compe-
tent jurisdiction to determine the rights of any Person
claiming any interest herein.
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.
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• ..
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 pages 12 and 13.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for conve-
nience 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.
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.•
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) calendar days written notice;
provided, however, an early termination of this Agreement by
either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and
such appointment accepted and (b) notice given to the
Holders of the Securities of the appointment of a successor
Paying Agent/Registrar. Furthermore, the Bank and Issuer
mutually agree that the effective date of an early
termination of this Agreement shall not occur at any time
which would disrupt, delay, or otherwise adversely 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 suc-
cessor 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:
~-"~Address:
Cit~ret
-12-
P. O. Box 2000
Lubbock, TX 79457
...
.)
Texas Commerce Bank, National
Association, Lubbock, Texas ·
&
(BANK SEAL) Ac)(q~ Lkf(Address:
Title:J ___ , _ _,..,..,...,,...,._,....,._ __ _
; . QP!;'.RATIOrl!/; of'B.C:ER
-13-
\ It THE STATE OF TEXAS t!
COUNTY OF LUBBOCK :i'
Before me Bonnie McKee a Notarv Public in and for Lubbodk Countv. Texas on this dJJ
personally appeared Twila Aufif I, t:.ccount Menat'er of the S~uthwestern Newspa-
pers Corporation. publishers of the Lubbock Avalanche-.Journal -Morning. Evening and Sunday. who
being by me duly sworn did depose and say that said newspaper has been published continuously for more
than fifty-two weeks prior to the first insertion of this LePal NntS.ce-,22 wcu·d:sl'!l'~1.f:5 ner
word-$201. 30 No. 661549 at Lubbock County. Texas and the attached print-
ed copy of the Notice is a true copy of the original and was printed in the 1.AJbbock
Avalanche-.Journalonthefollowingdates: ftbrut,rY 19, 26, M!CCh 4, 11, J,8, 19E!4
L-7983
LUBBOCK AVALANCHE-JOURNAL
Southwestern Newspapers Corporation
Subscribed and ~~)iri t~ before· me this 215 tday ofH_a_r_c_h ____ , 19~
. ; ::::
FORM58-I0