HomeMy WebLinkAboutOrdinance - 8575-1984 - Ord. Auth. $10,000,000 "City Of Lubock, Texas, Electric Light And Power System" - 03/21/1984' ~-•
ORDINANCE NO. 8575
AN ORDINANCE authorizing the issuance of $10,000,000
"CITY OF LUBBOCK, TEXAS, ELECTRIC LIGHT AND
POWER SYSTEM REVENUE BONDS, SERIES 1984";
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;
and providing an effective date.
WHEREAS, this City Council has heretofore caused notice
of its intention to issue bonds for the purpose of improving
and extending the electric light and power system of this
city to·be published once a week for two consecutive weeks,
the date of the first publication being not less than 14
days prior to the date set for the passage of the ordinance
authorizing the issuance of the bonds; and
WHEREAS, such notice was published in the Lubbock
Avalanche-Journal on the 19th and 26th days of February,
1984; and
WHEREAS, no petition, signed by 10% of the qualified
voters of the City, has been presented to the City Secretary
or other officials of the City requesting that an election
be held on the question of whether such bonds should be
issued; and, therefore, this Council is authorized to
authorize, issue and deliver the bonds herein authorized;
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 City's Electric Light
and Power System (hereinafter called the 11 System") and that
the terms and conditions for the issuance of 11 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
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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 provisions of said
ordinances; (ii) applicable laws of the State of Texas now
in force permit and authorize the issuance of the bonds and
will 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 1-1/2 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 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
will 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 11Reserve
Portion" of the Bond Fund will 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
and any additional amount required to be maintained therein
will be accumulated in equal monthly installments over a
period of not to exceed sixty (60) calendar months from the
date of the bonds herein authorized; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK:
SECTION 1: Authorization-Designation-Principal
Amount-Purpose. Revenue bonds of the City shall be and are
hereby authorized to be issued in the aggregate principal
amount of $10,000,000, to be designated and bear the title
11 City of Lubbock, Texas, Electric Light and Power System
Revenue Bonds, Series 198411 (hereinafter referred to as the
"Bonds"), for the purpose of constructing improvements and
extensions to the electric light and power system of the
City, in conformity with the Constitution and laws of the
State of Texas, including Article 1111, et. seq. and Article
2368a, Revised Civil Statutes of Texas, 1925, as amended.
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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 April 15 in each of the years and in princi-
pal amounts (the "Stated Maturities11 ) 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 $500,000 1 l.375 % 1986 500,000 11. 325 %
1987 500,000 11.3zs %
1988 500,000 11. 325 % 1989 500,000 11.32s % 1990 500,000 l 1. 325 % 1991 500,000 11. 00 % 1992 500,000 s.25 % 1993 500,000 2.00 % 1994 500,000 2· 10 % 1995 500,000 ~-22 %
1996 500,000 2-40 %
1997 500,000 2-20 %
1998 500,000 2-60 % 1999 500,000 2-22 %
2000 500,000 9~80 %
2001 500,000 9.90 %
2002 500,000 s.3zs %
2003 500,000 8.lz2 % 2004 500,000 8.375 %
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 registered 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 April 15 and October 15 of each year commencing
October 15, 1984.
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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", which is attached hereto as
Exhibit A, and such reasonable rules and regulations as the
Paying Agent/Registrar and the City may prescribe. The
Mayor and City Secretary of the City are hereby authorized
and directed to execute such Agreement in substantially the
same form and content herein approved for and on behalf of
the City and as the act and deed of this City Council. The
City covenants to maintain and provide a Paying Agent/Registrar
at all times until the Bonds are paid and any successor
Paying Agent/Registrar shall be a bank, trust company,
financial institution, 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. 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.
Principal of, premium, if any, and interest on the
Bonds, due and payable by reason of maturity, redemption, or
otherwise, shall be payable only to the registered owner of
the Bonds (hereinafter referred to as the 11Bondholder" or
"Bondholders") appearing on the "Security Register" (i) on
the "Record Date" (hereinafter defined) for purposes of
paying interest thereon and (ii) on the date of surrender
of the Bonds for purposes of paying principal at the Stated
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 Register11 at the close of
business on the "Record Date" (the last day of the month
next preceding each interest payment dat~) and shall be
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paid (i) by check sent on or prior to the appropriate date
of payment by United States Mail, first class postage pre-
paid, 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 a scheduled
payment date, and for thirty (30) days thereafter, a new
record date for such interest payment (a 11 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
(the "Special Payment Oaten -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.
SECTION 4: Redemption. (a) Optional Redemption. The
Bonds having Stated Maturities on and after April 15, 1995,
shall be subject to redemption prior to maturity, at the
option of the City, on April 15, 1994, 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 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 less 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 dividing
the principal amount of such Bond by $5,000.
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(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
on the 11 security Register" at the time such notice of redemp-
tion is mailed, 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 Bond-
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 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 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, not-
withstanding 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 sub-
sequent exchanges and transfers, all as authorized and provided
in the Bond Procedures Act of 1981, as amended.
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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 80 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
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.
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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 mail to the Bond-
holder and, upon the delivery thereof, the same shall be
valid obligations of the City, evidencing the same obligation
to pay, 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 experise 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 31 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.
Neither the city nor the Paying Agent/Registrar shall
be required to issue or transfer to an assignee of a Bond-
holder 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 for redemption in part.
SECTION 7: Initial Bond. The Bonds herein authorized
shall be issued initially as a single fully registered bond
(the 11 Initial Bond") 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 denomi-
nations, stated Maturities, principal amounts, and bearing
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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 instruc-
tions 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, substi-
tutions, 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 Identifi-
cation 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.
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 thereof, but the Initial Bond submitted
to the Attorney General of Texas may be typewritten or
photocopied or otherwise reproduced.
B. Form of Bond.
REGISTERED REGISTERED NO.___ $ ____ _
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF LUBBOCK, TEXAS,
ELECTRIC LIGHT AND POWER SYSTEM REVENUE BOND,
SERIES 1984
Interest Rate: Stated Maturity: Bond Date: CUSIP NO:
April 15, 1984
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
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or the registered assigns thereof, solely from the revenues
hereinafter identified, 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
amount 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
April 15 and October 15 of each year commencing October 15,
1984. Principal of this Bond shall be payable to the regis-
tered owner hereof, upon presentation and surrender, at the
principal office of the Paying Agent/Registrar executing the
registration certificate appearing hereon or a successor
thereof. 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 11 security Register11 maintained by the Paying Agent/
Registrar at the close of business on the "Record Date",
which is the last day of the month next 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.
This Bond is one of the series specified in its title
issued in the aggregate principal amount of $10,000,000
(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 constructing
improvements and extensions to the electric light and power
system of the City, under and in strict conformity with the
Constitution and laws of the State of Texas, including
Articles 1111 et. seq., and Article 2368a, Revised Civil
Statutes of Texas, 1925, as amended.
The Bonds maturing on and after April 15, 1995, may be
redeemed prior to their Stated Maturities, at the option of
the city, on April 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
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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 30 days
prior written notice being sent to the registered owner of
the Bonds to be redeemed by United States Mail, first class,
postage prepaid, 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 unre-
deemed 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 redemp-
tion 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 redemp-
tion date on the principal amount to be redeemed. If called
for redemption, in whole or in part, the City and the Paying
Agent/Registrar shall not be required to issue or transfer
this Bond to an assignee of the Bondholder within 45 days of
the redemption date therefor; provided, however, such limita-
tion of transfer 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 outstanding "Previously Issued Bonds"
(identified in the Ordinance), are payable solely from and
equally 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 obliga-
tion out of any funds raised or to be raised by taxation.
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Subject to satisfying the terms and conditions pres-
cribed 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 and the Previously Issued Bonds.
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 security for the Bonds; the properties consti-
tuting 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 rights, duties, and obligations of the City
and the Paying Agent/Registrar; the terms and provisions
upon which the liens, pledges, charges, and covenants made
therein may be discharged at or prior to the maturity or
redemption of this Bond, and th.is Bond deemed to be no
longer Outstanding thereunder; and for the other terms and
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 transferable
only 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 the City nor the Paying Agent/Registrar, or any
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such agent of either, shall be affected by notice to the
contrary. In the event of a non-payment of interest on a
scheduled payment date, and for thirty (30) days thereafter,
a new record date for such interest payment (a "Special
Record Date11 ) will be established by the Paying Agent/
Registrar, if and when funds for the payment of such
interest have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the
past due interest (the "Special Payment Date11 -whiqh 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, covenanted, and represented
that all acts, conditions, and things required to be per-
formed, exist, and be done precedent to or in the issuance
of this Bond in order to render the same a legal, valid and
binding obligation of the City have been performed, exist,
and have been done, in regular and due '!;_ime, form, and
manner, as required by law, that the issuance of the Bonds
does not exceed any constitutional or statutory limitation
and that due provision has been made for the payment of the
principal of and interest on this Bond and the series of
which it is a part 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 has caused this Bond to be
duly executed under its official seal.
COUNTERSIGNED:
city secretary
(SEAL)
CITY OF LUBBOCK, TEXAS
Mayor
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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.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
D. 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 Public Accounts,
as shown by the records of the Paying Agent/Registrar.
----------' Texas as Paying Agent/Registrar
Registered this date:
By ___ ..,...... __ __,......,..,,,..,....,_ ____ _
Authorized Officer
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns, and transfers unto (Print or typewrite name,
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.. '
address, and zip code of transferee:)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( Social
Security or other identifying nwnber: •...•...••...•...... )
the within Bond and all rights thereunder, and hereby irre-
vocably 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:
NOTICE: The signature on this
Signature guaranteed: 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-----11 shall both be
completed "as shown below;"
(ii) Paragraph one shall read as follows:
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
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
(Information to be inserted from
schedule in Section 2 hereof).
INTEREST
RATE
(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
-15-
. '
year of twelve 30-day months; such interest being payable on
April 15 and October 15 of each year commencing October 15,
1984. Principal of this Bond shall be payable to the regis-
tered 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
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: 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 defini-
tions 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 20 hereof.
(b) The term "Bonds" shall mean the $10,000,000 "City
of Lubbock, Texas, Electric Light and Power System Revenue
Bonds, Series 1984,11 dated April 15, 1984, authorized by
this ordinance.
(c) The term "Bonds Similarly Secured" shall mean the
Previously Issued Bonds, the Bonds and Additional Bonds.
(d) 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) con-
secutive month period established by the City.
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(e) 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 exer-
cised, 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.
(f) The term "Previously Issued Bonds" shall mean the
outstanding and unpaid revenue bonds, designated "CITY OF.
LUBBOCK, TEXAS, ELECTRIC LIGHT AND POWER SYSTEM REVENUE
BONDS" 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 1964, dated March 15, 1964, in the original
principal amount of $4,500,000;
(2) Series 1965,.dated March 15, 1965, in the original
principal amount of $3,000,000;
(3) Series 1973, dated July 15, 1973, in the original
principal amount of $6,000,000;
(4) series 1975, dated March 15, 1975, in the original
principal amount of $6,400,000;
(5) Series 1975-A, dated September 15, 1975, in the
original principal amount of $2,000,000;
(6) series 1976, dated April 15, 1976, in the original
principal amount of $4,400,000; and
(7) Series 1983, dated May 15, 1983, in the original
principal amount of $10,770,000.
(g) The term "System11 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 Electric Light and Power System and in anywise
appertaining thereto, whether situated within or without the
limits of the City.
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SECTION 10: 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 11: 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 will 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 12: Segregation of Revenues/Fund Designations.
All receipts, revenues and income derived from the operation
and ownership of the System shall be kept separate from
other funds of the City and deposited within twenty-four
(24) hours after collection in the "Electric Light and Power
System Fund" (created and established in connection with the
issuance of the Previously Issued Bonds), which Fund (here-
inafter referred to as the "System Fund") is hereby
reaffirmed 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
-18-
..
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 retire-
ment of Bonds Similarly Secured.
SECTION 13: 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 9(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
(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 14: Bond Fund. (a) That, in addition to the
required monthly deposits to the Bond Fund for the payment
of principal 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 sub-
stantially equal monthly installments on or before the 1st
day of each month beginning on or before the 1st 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 on 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.
-19-
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
Bond ~und to pay current principal and interest for the
Bonds Similarly Secured, the City reaffirms its covenant to
the holders of the Previously Issued Bonds and agrees 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 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 $ 1,949,163 • By reason of the issuance
the Bonds, the Reserve Portion to be maintained in said Fund
shall be $2,553,223 {the "Required Reserve Amount"), which
amount totals not less than the average annual principal and
interest requirements of the outstanding Bonds Similarly
Secured after giving effect to the issuance of the Bonds.
The City agrees and covenants that, in addition to the
monthly deposits required to be made for the debt service
requirements of the Bonds Similiarly Secured (by paragraph
{a) of this Section), there shall be deposited in the
Revenue Portion of the Bond Fund on or before the 1st day of
each month the sum of $ 10,068 (which amount includes the
money required to be deposited in the Reserve Portion by the
ordinances authorizing the Previously Issued Bonds) until
the Bond Fund contains the Required Reserve Amount in cash
and book value of investment securities. In the event the
City elects to increase the monthly deposits to the Bond
Fund applicable to the accumulation of the Reserve Portion,
the amount in excess of the required monthly deposit shall
serve as a credit to the amount required to be deposited in
the next month or months.
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 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 13.
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. .
SECTION 15: 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 Agents therefor, 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 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 Agents for the Bonds at the close of the
business day next preceding the date of payment for the
Bonds. The Paying Agents shall cancel and destroy all paid
Bonds, and furnish the City with an appropriate certificate
of cancellation or destruction.
SECTION 16: 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 herein-
above provided to be otherwise paid into said Fund during
such month or months.
SECTION 17: 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 18: Security of Funds. That moneys on deposit
in the System Fund (except any amounts as may be properly
invested) shall be secured in the manner and to the fullest
extent required by the laws of the State of Texas for the
security 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
-21-
..
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 provisions of Section 19
hereof, such security is not required.
SECTION 19: 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 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.
SECTION 20: 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
-22-
secured by a first lien on and pledge of the Net Revenues of
the system. The Additional Bonds may be issued in one or
more installments, provided, however, that none shall be
issued unless and until the following conditions have been
met:
(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 such bonds as will be
outstanding upon the issuance of the Additional Bonds;
(d) That the Additional Bonds are made to mature on
April 15 or October 15, or both, in each of the years in
which 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
-23-
..
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 21: 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 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 22: 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
-24-
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
expenditures of the System for such Fiscal Year;
(b) A balance sheet as of the end of such Fiscal
Year;
(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
expiration 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 expenses
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, Texas, and, upon written request, to the
original purchasers and any subsequent registered owner of
the Bonds. ·
SECTION 23: 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
-25-
....
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.
SECTION 24: Special Covenants. The Cit~ he_!'~by
further covenants as follows:
(a·) That it has the lawful power to pledge the
revenues supporting this issue of Bonds and has law-
fully exercised said power under the Constitution and
laws of the State of Texas, including Article 1111 et
seq., and Article 2368a, Revised Civil Statutes of
Texas, 1925, as amended; 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
-26-
.. '
..
value has been substituted therefor, 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) The City will cause to be rendered monthly to
each customer receiving electric services a statement
therefor and will not accept payment of less than all
of any statement so rendered, using its power under
existing ordinances and under all such ordinances to
become effective in the future to enforce payment, to
withhold service from such delinquent customers and to
enforce and authorize reconnection charges.
(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 25: 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 26: 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 8 of the Uniform Commercial
Code.
SECTION 27: Ordinance to Constitute Contract. The
provisions of this Ordinance shall constitute a contract
between the City and the registered owners of the Bonds from
time to time and no change, variation or alteration of any
kind of the provisions of this Ordinance may be made, until
such Bonds are no longer outstanding.
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SECTION 28: No-Arbitrage. The City covenants to and
with the purchasers of the Bonds that it will make no use of
the proceeds of the Bonds, investment income or other funds
at any time throughout the term of this issue of Bonds which
would cause the Bonds to be arbitrage bonds within the
meaning of section 103(c) of the Internal Revenue Code of
1954, as amended, or any regulations or rulings pertaining
thereto.
SECTION 29: Final Deposits; Governmental Obliga-
tions. (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 maturity1 upon redemption, or otherwise) either
(i) shall have been made or caused to be made in accordance
with the terms thereof (including the giving of any required
notice of redemption), or (ii) shall have been provided by
irrevocably depositing with, or making available to, the
Paying Agents therefor, 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 payment1 and
all necessary and proper fees, compensation and expenses of
the Paying Agents 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
Agents. 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
Agents 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
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Obligations in the hands of the Paying Agents 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 the City or deposited as directed by
the City.
(c) That the City covenants that no deposit will be
made·or accepted under clause (a)(ii) of this Section and no
use made of any such deposit which would cause the Bonds to
be treated as arbitrage bonds within the meaning of
section 103(c) of the Internal Revenue Code of 1954, as
amended.
(d) That notwithstanding any other provisions 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.
SECTION 30: 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 par-
ticular 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 31: 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
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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 Paying 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.
In case any such mutilated, destroyed, lost, or stolen
Bond has become or is about to become due and payable, 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 32: Sale of the Bonds. In response to
public advertisement therefor and the receipt of bids for
the purchase thereof, as required by the Charter of the
City, the Bonds have been and are hereby sold to
MERRILL LYNCH CAPITAL MARKETS AND FIRST SOUTHWEST COMPANY
at the price of par and accrued interest to the date of
delivery, plus a premium of$ -o-. Delivery of said
Bonds shall be made to said purchaser as soon as may be
after the adoption of this ordinance, upon payment therefor
in accordance with the terms of sale.
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SECTION 33: Control and Custody of Bonds. The City
Manager and Director of Finance of the City 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
Attorney General, the registration thereof by the
Comptroller of Public Accounts and the delivery thereof to
the Purchasers.
Furthermore, the City Manager and Director of Finance
of the City, 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 Purchasers and the initial exchange thereof for
definitive Bonds.
SECTION 34: 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, iexas, 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 35: 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 36: Benefits of Ordinance. Nothing in this
Ordinance, expressed or implied, is intended or shall be
construed to confer upon any person other than the City, the
Paying Agent/Registrar, Bond Attorneys for the City 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,
Bond Attorneys for the City and the Bondholders.
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SECTION 37: Inconsistent Provisions. All
ordinances, orders or resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this
Ordinance are hereby repealed to the extent of such conflict
and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 38: Governing Law. This Ordinance shall be
construed and enforced in accordance with the laws of the
State of Texas and the United States of America.
SECTION 39: severability. If any provision of this
Ordinance or the application thereof to any circumstance
shall be held to be invalid, the remainder of this Ordinance
and the application thereof to other circumstances
shall nevertheless be valid, and this governing body hereby
declares that this Ordinance would have been enacted without
such invalid provision.
SECTION 40: 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 41: Official Statement. That, in reference
to the Official Statement prepared in the initial offering
and sale of the bonds herein authorized by the City, the
City Council ratifies and confirms its prior approval of the
form and content thereof 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 above named purchaser(s) is hereby approved and
authorized; and the proper officials of the City are hereby
authorized to execute and deliver a certificate pertaining
to said Official statement as prescribed therein, dated as
of the date of payment for and delivery of the Bonds.
SECTION 42: Effective Date. This ordinance shall
take effect and be in force immediately from and after its
p~ssage, on second and final reading and IT IS SO ORDAINED.
PASSED AND APPROVED ON FIRST READING, this 22nd day of
March, 1984.
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PASSED AND APPROVED ON SECOND READING, this 23rd day
of March, 1984.
Mayor, Ci
ATTEST:
Lubbock, Texas
(City Seal)
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PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of April 15, 1984 {this
"Agreement11 ), 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'1 ) •
RECITALS
WHEREAS, the Issuer has duly authorized and provided
for the issuance of its "City of Lubbock, Texas, Electric
Light and Power Revenue Bonds, Series 198411 {the
11 Securities 11 ) in the aggregate principal amount of
$10,000,000, 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 or about
1984; and
WHEREAS, the Issuer has selected the Bank to serve as
Paying Agent/Registr~r in connection with the payment of the
principal of, premium, if any, and interest on said
Securities and with respect to the registration, transfer,
and exchange thereof by the registered owners thereof; and·
WHEREAS, the Bank has agreed to serve in such
capacities for and on behalf of the Issuer and has full
power and authority to · perform and serve as Paying Agent/
Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying
Agent with respect· to the Securities, and, as 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 fortli' in Annex A attached hereto
for the first year of this Agreement and thereafter the fees
and amounts set forth in the Bank I 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 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 reimbur~e 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 install-
ments of interest, or both, are due and payable on any
Security which has become accelerated pursuant to the
terms of the Security.
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"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 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 de-
livered to the Bank.
"Fiscal Year" means the twelve month accounting
period used by the Issuer in connection with the
operations of the System (as defined in the Bond Reso-
lution) which may be any twelve (12) consecutive month
period established by the Issuer and until the Bank is
notified to the contrary such period ends 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 Order" 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.
"Legal Holiday" means a day on which the Bank is
required or authorized to be closed.
"Person II 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 mutiiJ.:ated,--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.
"Redemption Date" when · used with respect to any
Bond to be redeemed means the date fixed for such
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redemption pursuant
Resolution.
to the terms of the Bond
"Responsible Officer11 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 Register11 means a register maintained by
the Bank on behalf of the Issuer providing for the
registration and transfers of Securities.
"Stated Maturity11 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 11 Bank,11 11 Issuer,11 and "Securities.(Security)11
have the meanings assigned to them in the recital paragraphs
of this Agreement.
· The term 11 Paying Agent/Registrar" refers to the Bank in
the performance of the duties and functions of this
Agreement.
ARTICLE THREE
PAY:ING 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
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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. Payment 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 transfer or exchange
shall be duly endorsed or be accompanied by a written
instrument of transfer, the signature on which has been
guaranteed by an officer of a federal or state bank or a
member of the National Association of Securities Dealers, in
form satisfactory to the Bank, duly executed by the 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 form capable of being converted into written
form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested
by the Issuer, upon payment of the required fee, a copy of
the information contained. in the Security Register. The
Issuer may also inspect the information contained in the
Security Register at any time the Bank is customarily open
for business, provided that reasonable time is. allowed the
Bank to provide an up-to-date listing or to convert the
information into written form.
The Bank will not release or disclose the contents of
the Security Register to any person other than to, or at the
written request of, an authorized officer or employee of the
Issuer, except upon receipt of a subpoena or court order.
Upon receipt of a subpoena or .. court order the Bank will
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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 31 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 Bank'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 Secu;ity in lieu
of or exchange for a mutilated, destroyed, lost, or stolen
security.
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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 sµch 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
-8-
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
advice of such counsel or any opinion of counsel shall be
full and complete authorization and protection with respect
to any action taken, suffered, or omitted by it hereunder in
good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder
and perform any duties hereunder either directly or by or
through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the
Issuer and in the 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 welr 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 interes~ ~erein.
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, wa1 ver, 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:
CITY
4u'1:Ni ~ Address:
-12-
P. o. Box 2000
Lubbock, TX 79457
' • II'
Texas Commerce Bank, National
Asf\c:~tio:, Lubbock, Texas
B;--i~
Title:
-13-
THE STATE OF TEXAS
COUNTY OF LUBBOCK
Before me Donnie McKee a Notary Public in and for Lubbock County, Texas on this day
personatlyappeared Twila Auf111, Account t-1anager oftheSouthwesternNewspa-
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 Lei!a I Noti ce-129 word&@!;1. 65 P4!r
word-$212.85 No. 661550 at Lubbock County. Texas and the attached print-
ed copy of the Mot ice is a true copy of the origina I and was printed in the Lubbock
Avalanche-.Journalonthefollowingdates: Eellrunr>' 29, 26, Mercb :4, ,,, 18, 1984
L-7984
LUBBOCK AVALANCHE-JOURNAL
Southwestern Newspapers Corporation
Subscribe,c!·and swot'n Jo before me this ..2.1u day of Mg rch
FORM58-10
19 84
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