HomeMy WebLinkAboutOrdinance - 2003-O0090 - Authorinzing Issueance Of Tax & Electric Light & Power System Surplus Bonds - 08/28/2003ORDINANCE NO. 2003-00090
First and Final Reading
August 28, 2003
Item Mo. 48
AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS,
TAX AND ELECTRIC LIGHT AND POWER SYSTEM SURPLUS
REVENUE REFUNDING BONDS, SERIES 2003"; specifying the terms
and features of said bonds; providing for the payment of said bonds by
the levy of an ad valorem tax upon all taxable property within the City
and a pledge of the net revenues derived from the operation of the City's
Electric Light and Power System; resolving other matters incident and
related to the issuance, payment, security, sale and delivery of said
bonds, including the approval and execution of a Paying AgenURegistrar
Agreement; providing for the redemption of the bonds being refunded;
and providing an effective date.
WHEREAS, the City Council of the City of Lubbock, Texas (the "City") has heretofore
issued, sold, and delivered, and there is currently outstanding, obligations totaling in principal
amount $8,500,000 (the "Refunded Obligations") more particularly described as follows: "City
of Lubbock, Texas, Electric Light and Power System Revenue Bonds, Series 2002", dated
August 15, 2002, and scheduled to mature on April 15 in each of the years 2004 through 2013;
and
WHEREAS, pursuant to the provisions of V.T.C.A., Government Code, Chapter 1207,
as amended, the City Council is authorized to issue refunding bonds and deposit the proceeds
of sale directly with the place of payment for the Refunded Obligations, or other authorized
depository, and such deposit, when made in accordance with said statute, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations; and
WHEREAS, the City Council hereby finds and determines the issuance of refunding
bonds to refund the Refunding Obligations is in the best interest of the City to extend the term
of such Refunded Obligations that were issued to provide interim financing for the City's
Electric Light and Power System notwithstanding the aggregate amount of payments to be
made on the refunding bonds herein authorized exceeds the aggregate amount of payments
that would have been made on the Refunded Obligations had the refunding not occurred by a
maximum amount of $2,533,592.07 and results in a present value cost of $16,851.72; now,
therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS:
SECTION 1: Authorization -Designation -Principal Amount-Purpose. Refunding
bonds of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of $8,900,000 to be designated and bear the title "CITY OF LUBBOCK, TEXAS, TAX
AND ELECTRIC LIGHT AND POWER SYSTEM SURPLUS REVENUE REFUNDING BONDS,
SERIES 2003" (hereinafter referred to as the "Bonds"), for the purpose of refunding certain
outstanding obligations of the City (identified in the preamble hereof and referred to as the
"Refunded Obligations") and to pay costs of issuance, in accordance with authority conferred
by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A.,
Government Code, Chapter 1207.
45349068.1
SECTION 2: Fully Registered Obligations -Bond Date -Authorized Denominations
Stated Maturities -Interest Rates. The Bonds shall be issued as fully registered obligations
only, shall be dated August 15, 2003 (the "Issue Date"), shall be in denominations of $5,000 or
any integral multiple (within a Stated Maturity, except for the Initial Bonds referenced in
Section 7) thereof, and shall become due and payable on April 15 in each of the years and in
principal amounts (the "Stated Maturities") and bear interest at the rate(s) per annum fn
accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate(s)
2004 $435,000 2.000%
2005 325,000 2.000%
2006 330,000 2.000%
2007 335,000 2.500%
2008 345,000 2.750%
2009 355,000 3.125%
2010 365,000 3.375%
2011 380,000 3.750%
2012 390,000 4.000%
2013 410,000 4.100%
2014 425,000 4.200%
2015 445,000 4.300%
2016 460,000 4.400%
2017 480,000 4.500%
2018 505,000 5.000%
2019 530,000 4.750%
2020 555,000 4.875%
2021 580,000 5.000%
2022 610,000 5.000%
2023 640,000 5.000%
The Bonds shall bear interest on the unpaid principal amounts from the Issue Date at
the rate(s) per annum shown above in this Section (calculated on the basis of a 360-day year
of twelve 30-day months). Interest on the Bonds shall be payable on April 15 and October 15
in each year, commencing April 15, 2004.
SECTION 3: Terms of Payment -Paying Agent/Registrar. The principal of, premium,
if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the
Paying Agent/Registrar, and the payment thereof shall be in any coin or currency of the United
States of America, which at the time of payment is legal tender for the payment of public and
private debts, and shall be without exchange or collection charges to the Holders.
The selection and appointment of JPMorgan Chase Bank to serve as Paying
Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating
to the registration, payment, exchange and transfer of the Bonds (the "Security Register") shall
45349068.1 2
at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, all as
provided herein, in accordance with the terms and provisions of a "Paying Agent/Registrar
Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules
and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor an.d
City Secretary are hereby authorized to execute and deliver such Agreement in connection
with the delivery of the Bonds. The City covenants to maintain and provide a Paying
Agent/Registrar at all times until the Bonds are paid and discharged, and any successor
Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity
qualified and authorized to serve in such capacity and perform the duties and services of
Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Bonds, the
City agrees to promptly cause a written notice thereof to be sent to each Holder by United
States Mail, first class postage prepaid, which notice shall also give the address of the new
Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon the earlier redemption thereof, only upon presentation and surrender of the Bonds to
the Paying Agent/Registrar at its designated offices in Dallas, Texas (the "Designated
Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose names
appear in the Security Register at the close of business on the Record Date (the last business
day of the month next preceding each interest payment date) and shall be paid by the Paying
Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the
address of the Holder recorded in the Security Register or (ii) by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
Holder. If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the
Designated Payment/Transfer Office of the Paying Agent/ Registrar is located are authorized
by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking
institutions are authorized to close; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
In the event of a non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment
for such maturity or maturities (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of su.ch interest have been received from
the City. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States Mail, first class
postage prepaid, to the address of each Holder of such maturity or maturities 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, 2013 shall be subject to redemption prior to maturity, at the
option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple
thereof (and if within a Stated Maturity by lot by the Paying Agent/ Registrar), on April 15, 2012
or on any date thereafter at the redemption price of par plus accrued interest to the date of
redemption. ·
45349068.1 3
(b) Exercise of Redemption Option. At least forty-five (45) days prior to a
redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of
redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be
entered in the minutes of the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar
shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by
dividing the principal amount of such Bonds by $5,000 and shall select the Bonds to be
redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the 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 Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register
at the close of business on the business day next preceding. the date of mailing such notice,
and any notice of redemption so mailed shall be conclusively presumed to have been duly
given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the 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) state the redemption price,
(iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after
the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/ Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption and has been called for
redemption and notice of redemption thereof has been duly given or waived as herein
provided, such Bond (or the principal amount thereof to be redeemed) shall become due and
payable, and interest tt:iereon shall cease to accrue from and after the redemption date
therefor, provided 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.
SECTION 5: Registration -Transfer -Exchange of Bonds -Predecessor Bonds. 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 Holder, in person or by his duly authorized agent, upon surrender of
such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written
instrument of transfer or request for exchange duly executed by the Holder or by his duly
authorized agent, in form satisfactory to the Paying Agent/ Registrar.
45349068.1 4
Upon surrender for transfer of any Bond (other than the Initial Bonds authorized in
Section 8 hereof) at the Designated Payment/Transfer 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 0f
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 Holder, Bonds (other than the Initial Bonds authorized in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as
the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Bonds
are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new
Bonds, executed on behalf of, and furnished by, the City, to the Holder requesting the
exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States
Mail, first class postage prepaid, to the 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
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case
may be, of the same obligation to pay evidenced by the Bond or Bonds registered and
delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Bonds"
shall include any mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has
been issued, registered and delivered in lieu thereof pursuant to Section 19 hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated,
lost, destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to transfer or
exchange any Bond called for redemption, in whole or in part, within 45 days of the date fixed
for redemption of such Bond; provided, however, such limitation of transfer shall not be
applicable to an exchange by the Holder of the unredeemed balance of a Bond called for
redemption in part.
SECTION 6: Book•Entry Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and
transfer/exchange of the Bonds, the City hereby approves and authorizes the use of
"Book-Entry Only" securities clearance, settlement and transfer system provided by The
Depository Trust Company (OTC), a limited purpose trust company organized under the laws
45349068.1 5
of the State of New York, in accordance with the operational arrangements referenced in the
Blanket Issuer Letter Representation, by and between the City and OTC (the "Depository
Agreement") relating· to the Bonds.
Pursuant to the Depository Agreement and the rules of OTC, the Bonds shall be
deposited with OTC who shall hold said Bonds for its participants (the "OTC Participants").
While the Bonds are held by OTC under the Depository Agreement, the Holder of the Bonds
on the Security Register for all purposes, including payment and notices, shall be Cede & Co.,
as nominee of OTC, notwithstanding the ownership of each actual purchaser or owner of each
Bond (the "Beneficial Owners") being recorded in the records of OTC and OTC Participants.
In the event OTC determines to discontinue serving as securities depository for the
Bonds or otherwise ceases to provide book-entry clearance and settlement of securities
transactions in general or the City determines that OTC is incapable of properly discharging its
duties as securities depository for the Bonds, the City covenants and agrees with the Holders
of the Bonds to cause Bonds to be printed in definitive form and provide for the Bond
certificates to be issued and delivered to OTC Participants and Beneficial Owners, as the case
may be. Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged
on the Security Register maintained by the Paying AgenVRegistrar and payment of such
Bonds shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution -Registration. The Bonds shall be executed on behalf of the
City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the Bonds may be manual or facsimile.
Bonds bearing the manual or facsimile signatures of individuals who are or were the proper
officers of the City on the Issue Date shall be deemed to be duly executed on behalf of the
City, notwithstanding that such individuals or either of them shall cease to hold such offices at
the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered
in subsequent exchanges and transfers, all as authorized and provided in V.T.C.A.,
Government Code, Chapter 1201, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid· or
obligatory for any purpose, unless there appears on such Bond either a certificate of
registration substantially in the form provided in Section 8C, manually executed by the
Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a
certificate of registration substantially in the form provided in Section 80, manually executed
by an authorized officer, employee or representative of the Paying Agent/Registrar, and either
such certificate duly signed upon any Bond shall be conclusive evidence, and the only
evidence, that such Bond has been duly certified, registered and delivered.
SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the total principal amount noted in Section 1 with
principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of
maturity in the applicable principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the "Initial Bond(s)") and, in either case,
the Initial Bond(s) shall be registered in the name of the initial purchaser(s) or the designee
thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General
45349068.1 6
of the State of Texas for approval, certified and registered by the Office of the Comptroller of
Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after
the delivery of the Initial Bond(s), the Paying Agent/ Registrar, pursuant to written instructions
from the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered
hereunder and exchange therefor definitive Bonds of authorized denominations, Stated
Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to
the Holders named at the addresses identified therefor; all pursuant to and in accordance with
such written instructions from the initial purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may reasonably require.
SECTION 9: Forms. A. Forms Generally. The Bonds, the Registration Certificate
of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of
Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall
be substantially in the forms set forth in this Section with such appropriate insertions,
omissions, substitutions, and other variations as are permitted or required by this Ordinance
and may have such letters, numbers, or other marks of identification (including identifying
numbers and letters of the Committee on Uniform Securities Identification Procedures of the
American Bankers Association) and such legends and endorsements (including insurance
legends on insured Bonds and any reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the City or determined by the officers executing such
Bonds as evidenced by their execution. Any portion of the text of any Bonds may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bonds shall be printed, lithographed, or engraved or
typewritten, photocopied or otherwise reproduced in any other similar manner, all as
determined by the officers executing such Bonds as evidenced by their execution thereof.
REGISTERED
NO._
B. Form of Definitive Bond.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF LUBBOCK, TEXAS,
REGISTERED
$ ____ _
TAX AND ELECTRIC LIGHT AND POWER SYSTEM SURPLUS
REVENUE REFUNDING BOND,
Issue Date:
. August 15, 2003
Registered Owner:
Principal Amount
Interest Rate:
% ----
SERIES 2003
Stated Maturity: CUSIP NO:
DOLLARS
The City of Lubbock (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the County of Lubbock, State of Texas, for value received,
45349068.1 7
acknowledges itself indebted to and hereby promises to pay to the order of the Registered
Owner named above, or the registered assigns thereof, on the Stated Maturity date specified
above the Principal Amount hereinabove stated (or so much thereof as shall not have been
paid upon prior redemption), and to pay interest on the unpaid principal amount hereof from
the Issue 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 in each year, commencing April 15, 2004. Principal of this Bond is payable at its Stated
Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the
Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration
certificate appearing hereon, or its successor. Interest is payable to the registered owner of
this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter
referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date", which is the last business day
of the month next preceding each interest payment date, and interest shall be paid by the
Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the
address of the registered owner recorded in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
registered owner. All payments of principal of, premium, if any, and interest on this Bond shall
be without exchange or collection charges to the owner hereof and in any coin or currency of
· the United States of America which at the time of payment is legal tender for the payment of
public and private debts. ·
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $8,900,000 (herein referred to as the "Bonds"} for the purpose of refunding certain
outstanding obligations of the City (identified in the Ordinance hereinafter referenced and
referred to as the "Refunded Obligations") and to pay costs of issuance, under and in strict
conformity with the Constitution and laws of the State of Texas, including V.T.C.A.,
Government Code, Chapter 1207, and pursuant to an Ordinance adopted by the City Council
of the City (herein referred to as the "Ordinance").
The Bonds maturing on and after April 15, 2013 may be redeemed prior to their Stated
Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or any
integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar),
on April 15, 2012 or on any date thereafter at the redemption price of par, together with
accrued interest to the date of redemption.
At least thirty days prior to the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
prepaid, to the registered owners of each Bond to be redeemed at the address shown on the
Security Register and subject to the terms and provisions relating thereto contained in the
Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and
interest thereon shall cease to accrue from and after the redemption date therefor, provided
moneys for the payment of the redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose of such payment by the Paying
Agent/Registrar.
45349068.1 8
In the event a portion of the principal amount of a Bond is to be redeemed, payment of
the redemption price of such principal amount shall be made to the registered owner only upon
presentation and surrender of such Bond to the Designated Payment/Transfer Office of the
Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any
authorized denominations provided by the Ordinance for the then unredeemed balance of the
principal sum thereof will be issued to the registered owner, without charge. If a Bond is
selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not
be required to transfer such Bond to an assignee of the registered owner within 45 days of the
redemption date therefor; provided, however, such limitation on transferability shall not be
applicable to an exchange by the registered owner of the unredeemed balance of a Bond
redeemed in part.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and, together with the Series
2003 Certificates (identified and defined in the Ordinance), are additionally payable from and
secured by a lien on and pledge of the Net Revenues (as defined in the Ordinance) of the
City's Electric Light and Power System (the "System"), such rien and pledge, however, being
junior and subordinate to the lien on and pledge of the Net Revenues of the System securing
the payment of "Prior Lien Obligations" (as defined in the Ordinance) now outstanding and
.hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue
Prior Lien Obligations without limitation as to principal amount or subject to any terms,
conditions or restrictions other than as may be required by law or otherwise, as well as the
right to issue Additional Obligations (as defined in the Ordinance) payable from and, together
with the Bonds and Series 2003 Certificates, equally and ratably secured by a parity lien on
and pledge of the Net Revenues of the System.
Reference is hereby made to the Ordinance, a copy of which is on file in the
Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of
which the owner or holder of this Bond by the acceptance hereof hereby assents, for
definitions of terms; the description of and the nature and extent of the tax levied for the
payment of the Bonds; the properties constituting the System; the Net Revenues pledged to
the payment of the principal of and interest on the Bonds; the nature and extent and manner of
enforcement of the pledge; the terms and conditions relating to the transfer or exchange of this
Bond; the conditions upon which the Ordinance may be amended or supplemented with or
without the consent of the Holders; the rights, duties, and obligations of the City and the
Paying Agent/Registrar; the terms and provisions upon which the tax levy and the liens,
pledges, charges and covenants made therein may be discharged at or prior to the maturity of
this Bond, and this Bond deemed to be no longer Outstanding thereunder; and for the other
terms and provisions contained therein. Capitalized terms used herein have the meanings
assigned in the Ordinance. ·
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
45349068.1 9
interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat th.e
registered owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole
or in part, and (iii) on any other date as the owner for all other purposes, and neither the City
nor the Paying Agent/ Registrar, or any agent of either, shall be affected by notice to the
contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty
(30) days thereafter, a new record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special
Record Date) shall be sent at least five (5) business days prior to the Special Record Date by
United States Mail, first class postage prepaid, to the address of each Holder appearing on the
Security Register at the close of business on the last business day next preceding the date of
mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized
by law; that all acts, conditions and things required to exist and be done precedent to and in
the issuance of the Bonds to render the same lawful and valid obligations of the City have
been properly done, have happened and have been performed in regular and due time, form
and manner as required by the Constitution and laws of the State of Texas, and the
Ordinance; that the Bonds do not exceed any Constitutional or statutory limitation; and that
due provision has been made for the payment of the principal of and interest on the Bonds by
the levy of a tax and a pledge of and lien on the Net Revenues of the System as aforestated.
In case any provision in this Bond shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. The terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Issue Date.
COUNTERSIGNED:
City Secretary
(SEAL)
45349068.1
CITY OF LUBBOCK, TEXAS
Mayor
10
C. *Form of Reaistration Certificate of Comptroller of Public
Accounts to appear on Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
)
OF PUBLIC ACCOUNTS ) REGISTER NO. __ _
)
THE STATE OF TEXAS )
I HEREBY CERTIFY that this 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 __________ ,
(SEAL)
Comptroller of Public Accounts
of the State of Texas
*NOTE TO PRINTER: Do not print on definitive bonds
D. Form of Certificate of Paying Agent/Registrar to appear
on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within-mentioned Ordinance; the bond or bonds of
the above entitled and designated series originally delivered having been approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts,
as shown by the records of the Paying Agent/Registrar.
The designated offices of the Paying Agent/Registrar in Dallas, Texas, is the
"Designated Payment/Transfer Office" for this Bond.
Registration date:
45349068.1
JPMORGAN CHASE BANK, Dallas, Texas,
as Paying Agent/Registrar
By ____________ _
Authorized Officer
11
E. Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee:) _________ _
(Social Security or other identifying number ____________ _, the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power
of substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within Bond in
every particular.
F. The Initial Bonds shall be in the form set forth in paragraph B of this Section,
except as follows:
(i) immediately under the name of the bond the headings "Interest Rate II
and "Stated Maturity " shall both be omitted;
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount: DOLLARS
The City of Lubbock (hereinafter referred to as the "City"), a body corporate and
municipal corporation in the County of Lubbock, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the order of the Registered
Owner named above, or the registered assigns thereof, the Principal Amount hereinabove
stated on April 15 in each of the years and in principal installments in accordance with the
following schedule:
45349068.1
YEAR
PRINCIPAL
INSTALLMENTS
INTEREST
RATE
(Information to be inserted from schedule in Section 2 hereof).
12
(or so much principal thereof as shall not have been prepaid prior to maturity) and to pay
interest on the unpaid Principal Amount hereof from .the date of delivery to the Issue 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 in each year,
commencing April 15, 2004. Principal installments of this Bond are payable in the year of
maturity or on a prepayment date to the registered owner hereof by JPMorgan Chase Bank
(the "Paying Agent/Registrar'), upon presentation and surrender, at its designated offices in
Dallas, Texas (the "Designated Payment/Transfer Office"). Interest is payable to the
registered owner of this Bond whose name appears on the "Security Register" maintained by
the Paying Agent/Registrar at the close of business on the "Record Date", which is the last
business day of the month next preceding each interest payment date, and interest shall be
paid by the Paying Agent/Registrar by check sent United States Mail, first class postage
prepaid, to the address of the registered owner recorded in the Security Register or by such
other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the registered owner. All payments of principal of, premium, if any, and interest
on this Bond shall be without exchange or collection charges to the owner hereof and in any
coin or currency of the United States of America which at the time of payment is legal tender
for the payment of public and private debts.
SECTION 1 O: Definitions. For purposes of this Ordinance and for clarity with respect
to the issuance of the Bonds herein authorized, and the levy of taxes and appropriation of Net
Revenues therefor, the following words or terms, whenever the same appears herein without
qualifying language, are defined to mean as follows:
(a) The term "Additional Obligations" shall mean tax and revenue
obligations hereafter issued which by their terms are payable from ad valorem
taxes and additionally payable from and secured by a parity lien on and pledge
of the Net Revenues of the System of equal rank and dignity with the lien and
pledge securing the payment of the Series 2003 Certificates and the Bonds.
(b) The term "Bonds" shall mean "CITY OF LUBBOCK, TEXAS,
TAX AND ELECTRIC LIGHT AND POWER SYSTEM SURPLUS REVENUE
REFUNDING BONDS, SERIES 2003" authorized by this Ordinance.
(c) The term "Bond Fund" shall mean the special Fund created and
established under the provisions of Section 11 of this Ordinance.
(d) The term "Collection Date" shall mean, when reference is being
made to the levy and collection of annual ad valorem taxes, the date annual ad
valorem taxes levied each year by the City become delinquent.
(e) The term "Fiscal Year" shall mean the annual financial
accounting period used with respect to the operations of the System now
ending on September 30th of each year; provided, however, the City Council
may change, by ordinance duly passed, such annual financial accounting
period to end on another date if such change is found and deterr:nined to be
necessary for budgetary or other fiscal purposes.
45349068.1 13
(f) The term "Government Securities" shall mean (i) direct
noncallable 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, (ii) noncallable obligations of an agency or
instrumentality of the United States, including obligations unconditionally
guaranteed or insured by the agency or instrumentality and on the date of their
acquisition or purchase by the City are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent
and (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded
and on the date of their acquisition or purchase by the City, are rated as to
investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent.
(g) The term "Net Revenues" shall mean the gross revenues of the
System less expenses of operation and maintenance. Such expenses of
operation and maintenance shall not include depreciation charges or funds
pledged for the Prior Lien Obligations, but shall include all salaries, labor,
materials, repairs, and extensions necessary to render services; provided,
however, that in determining "Net Revenues", only such repairs and extensions
as in the judgment of the City Council, reasonably and fairly exercised, are
necessary to keep the System in operation and render adequate service to the
City and inhabitants thereof, or such as might be necessary to meet some
physical accident or condition which otherwise would impair the security of the
Prior Lien Obligations, shall be deducted, and payments under contracts for the
purchase and supply of power.
(h) The term "Outstanding" when used in this Ordinance with
respect to Bonds means, as of the date of determination, all Bonds theretofore
issued and delivered under this Ordinance, except:
(1) those Bonds canceled by the Paying
Agent/Registrar or delivered to the Paying Agent/Registrar for
cancellation;
(2) those Bonds deemed to be duly paid by the City
in accordance with the provisions of Section 20 hereof; and
(3) those Bonds that have been mutilated, destroyed,
lost, or stolen and replacement Certificates have been registered
and delivered in lieu thereof as provided in Section 19 hereof.
(i) The term "Prior Lien Obligations" shall mean all bonds or other
similar obligations hereafter issued that are payable in whole or in part from and
secured by a lien on and pledge of the Net Revenues of the System and such
lien and pledge securing the payment thereof is prior and superior in claim, rank
and dignity to the lien and pledge of the Net Revenues securing the payment of
45349068.1 14
the Series 2003 Certificates and the Bonds, including, but not limited to the
following:
(1) City of Lubbock, Texas, Electric Light and Power
System Refunding Revenue Bonds, Series 1995, dated June 15,
1995, in the original principal amount of $13,560,000,
(2) City of Lubbock, Texas, Electric Light and Power
System Revenue Bonds, Series 1998, dated January 1, 1998, in
the original principal amount of $9,170,000,
(3) City of Lubbock, Texas, Electric Light and Power
System Revenue Refunding and Improvement Bonds, Series
1999, dated January 15, 1999, in the original principal amount of
$14,975,000 and
(4) City of Lubbock, Texas, Electric Light and Power
System Revenue Bonds, Series 2001, dated July 1, 2001, in the
original principal amount of $9,200,000.
U) The term "Series 2003 Certificates" shall mean the "City of
Lubbock, Texas, Tax and Electric Light and Power System Surplus Revenue
Certificates of Obligation, Series 2003", dated August 15, 2003 (authorized for
issuance concurrently with the Bonds).
(k) The term "System" shall mean all properties, real, personal,
mixed or otherwise, now owned or hereafter acquired by the City of Lubbock
through purchase, construction or otherwise, and used in connection with the
City's Electric Light and Power System and in anywise pertaining thereto,
whether situated within or without the limits of the City.
SECTION 11: Bond Fund. For the purpose of paying the interest on and to provide a
sinking fund for the payment and retirement of the Bonds, there shall be and is hereby created
a special Fund to be designated "SPECIAL 2003 CITY OF LUBBOCK, TEXAS, TAX AND
ELECTRIC LIGHT AND POWER SYSTEM SURPLUS REVENUE BOND OF OBLIGATION
FUND", which Fund shall be kept and maintained at the City's depository bank, and moneys
deposited in said Fund shall be used for no other purpose. Proper officers of the City are
hereby authorized and directed to cause to be transferred to the Paying Agent for the Bonds,
from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly
each installment of interest and principal of the Bonds as the same accrues or matures or
comes due by reason of redemption prior to maturity; such transfers of funds to be made in
such manner as will cause immediately available funds to be deposited with the Paying Agent
for the Bonds at the close of business on the last business day next preceding each interest
and/or principal payment date for the Bonds.
Pending the transfer of funds to the Paying Agent/R~gistrar, money in the Bond Fund
may, at the option of the City, be invested in obligations identified in, and in ac;cordance with
the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter
45349068.1 15
2256); provided that all such investments shall be made in such a manner that the money
required to be expended from said Fund will be available at the proper time or times. All
interest and income derived from deposits and investments in said Bond Fund shall be
credited to, and any losses debited to, the said Bond Fund. All such investments shall be sol.d
promptly when necessary to prevent any default in connection with the Bonds.
SECTION 12: Tax Levy. That to provide for the payment of the "Debt Service
Requirements" on the Bonds being (i) the interest on said Bonds and (ii) a sinking fund for
their payment at maturity or redemption or a sinking fund of 2% (whichever amount shall be
the greater), there shall be and there is hereby levied for the current year and each
succeeding year thereafter while said Bonds or any interest thereon shall remain Outstanding,
a sufficient tax on each one hundred dollars' valuation of taxable property in said City,
adequate to pay such Debt Service Requirements, within the limits prescribed by law, full·
allowance being made for delinquencies and costs of collection; said tax shall be assessed
and collected each year and applied to the payment of the Debt Service Requirements, and
the same shall not be diverted to any other purpose. The taxes so levied arid collected shall
be deposited into the Bond Fund. This governing body hereby declares its purpose and intent
to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements,
it having been determined that the existing and available taxing authority of the City for such
purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding
· indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and
interest on the Bonds herein authorized to be issued shall be determined and accomplished in
the following manner:
(1) Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
(i) The amount on deposit in the Bond Fund after (a) deducting therefrom the total
amount of Debt Service Requirements to become due on Bonds prior to the Collection Date
for the ad valorem taxes to be levied and (b) adding thereto the amount of Net Revenues of
the System appropriated and allocated to pay such Debt Service Requirements prior to the
Collection Date for the ad valorem taxes to be levied.
(ii) The amount of Net Revenues if any, appropriated and to be set aside for the
payment of the Debt Service Requirements on the Bonds between the Collection Date for the
taxes then to be levied and the Collection Date for the taxes to be levied during the next
succeeding calendar year.
(iii) The amount of Debt Service Requirements to become due and payable on the
Bonds between the Collection Date for the taxes then to be levied and the Collection Date for
the taxes to be levied during the next succeeding calendar year.
(2) The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Bonds shall be the amount established in paragraph_ (3) above less the
sum total of the amounts established in paragraphs ( 1 )and (2), after taking into consideration
delinquencies and costs of collecting such annual taxes.
45349068.1 16
SECTION 13: Pledge of Revenues. The City hereby covenants and agrees that,
subject only to a prior lien on and pledge of the Net Revenues of the System for the payment
and security of Prior Lien Obligations, the Net Revenues of the System, with the exception of
those in excess of the amounts required to be deposited to the Bond Fund as hereafter
provided, are hereby pledged, equally and ratably, to the payment of the principal of and
interest on the Series 2003 Certificates and the Bonds as herein provided, and the pledge of
the Net Revenues of the System herein made for the payment of the Bonds shall constitute a
lien on the Net Revenues of the System in accordance with the terms and provisions hereof
and be valid and binding and fully perfected from and after the date of adoption of this
Ordinance without physical delivery or transfer or transfer of control of the Net Revenues, the
filing of this Ordinance or any other act; all as provided in Chapter 1208 of the Texas
Government Code.
Section 1208, Government Code, applies to the issuance of the Bonds and the pledge
of the Net Revenues of the System granted by the City under this Section 13, and such pledge
is therefore valid, effective and perfected. If Texas law is amended at any time while the
Bonds are Outstanding such that the pledge of the Net Revenues of the System granted by
the City under this Section 13 is to be subject to the filing requirements of Chapter 9, Business
& Commerce Code, then in order to preserve to the registered owners of the Bonds the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the
security interest in said pledge to occur.
SECTION 14: System Fund. The City hereby reaffirms its covenant and agreement
made in connection with the issuance of the Prior Lien Obligations that all gross revenues
(excluding earnings from the investment of money held in any special funds or accounts
created for the payment and security of Prior Lien Obligations) shall be deposited from day to
day as collected into a "Electric Light and Power System FL.ind" (hereinafter called "System
Fund") which Fund shall be kept and maintained at an official depository bank of the City. All
moneys deposited in the System Fund shall be pledged and appropriated to the extent
required for the following purposes and in the order of priority shown, to wit:
First: To the payment of all necessary and reasonable
operating and maintenance expenses of the System as defined herein or
required by statute to be a first charge on and claim against the revenues.
Second: To the payment of the amounts required to be
deposited in the special Funds created and established for the payment,
security and benefit of Prior Lien Obligations in accordance with the terms and
provisions of the ordinances authorizing the issuance of Prior Lien Obligations;
and
Third: Equally and ratably to the payment of the amounts
required to be deposited in the special funds and accounts created and
established for the payment of the Series 2003 Certificates, the Bonds and
Additional Obligations, if issued.
45349068.1 17
Any Net Revenues remaining in the System Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 15: Deposits to Bond Fund. The City hereby covenants and agrees to
cause to be deposited in the Bond Fund prior to each interest and principal payment date from
the Net Revenues of the System, after deduction of all payments required to be made to
special Funds or accounts created for the payment and security of the Prior Lien Obligations,
an amount equal to one hundred per centum (100%) of the amount required to fully pay the
accrued interest and principal of the Bonds then due and payable by reason of maturity or
redemption prior to maturity, such deposits to pay accrued interest and principal on the Bonds
to be made in substantially equal monthly installments on or before the last business day of
each month beginning the month the Bonds are delivered to the initial purchaser.
The monthly deposits to the Bond Fund, as hereinabove provided, shall be made until
such time as such Fund contains an amount equal to pay the principal of and interest on the
Bonds to maturity. Ad valorem taxes levied, collected and deposited in the Bond Fund for and
on behalf of the Bonds may be taken into consideration and reduce the amount of the monthly
deposits otherwise required to be deposited in the Bond Fund from the Net Revenues of the
System. In addition, any proceeds of sale of the Bonds in excess of the amount required to
pay the contractual obligations to be incurred (including change orders to a construction
contract) shall be deposited in the Bond Fund, which amount shall reduce the sums otherwise
required to be deposited in said Fund from ad valorem taxes and the Net Revenues of the
System.
SECTION 16: Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly
invested) shall be secured in the manner and to the fullest exterit required by the laws of
Texas for the security of public funds, and moneys on deposit in such Funds shall be used
only for the purposes permitted by this Ordinance.
SECTION 17: Special Covenants. The City hereby further covenants (i) it has the
lawful power to pledge the Net Revenues of the System supporting this issue of Bonds and
has lawfully exercised said powers under the Constitution and laws of the State of Texas,
including said power existing under V.T.C.A., Government Code, Sections 1502.052, et seq.
and V.T.C.A., Local Government Code, Subchapter C of Chapter 271, and (ii) other than for
the payment of the outstanding Prior Lien Obligations, the Bonds and the Series 2003
Certificates, the Net Revenues of the System have not in any manner been pledged to the
payment of any debt or obligation of the City or of the System.
SECTION 18: System Obligations. (a) Issuance of Prior Lien Obligations and
Additional Obligations. The City hereby expressly reserves the right to hereafter issue Prior
Lien Obligations, without limitation as to principal amount but subject to any terms, conditions
or restrictions applicable thereto under law or otherwise.
In addition, the City reserves the right to issue Additional Obligations, without limitation
or any restriction or condition being applicable to their issuance under the terms of this
Ordinance, payable from and secured by a lien on and pledge of the Net Revenues of the
45349068.1 18
System of equal rank and dignity, and on a parity in all respects, with the lien thereon and
pledge thereof securing the payment of the Series 2003 Certificates and the Bonds.
(b) Subordinate to Prior Lien Obligations Covenants and Agreements. It is th.e
intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements
and covenants contained in ordinances authorizing the issuance of Prior Lien Obligations, and
to the extent of any irreconcilable conflict between the provisions contained herein and in
ordinances authorizing the issuance of Prior Lien Obligations, the provisions, agreements and
covenants contained therein shall prevail to the extent of such conflict and be applicable to this
Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred
thereby to the holders or owners of the Prior Lien Obligations. Notwithstanding the above, any
change or modification affecting the application of revenues derived from the operation of the
System shall not impair the obligation of contract with respect to the pledge of revenues herein
made for the payment and security of the Bonds.
SECTION 19: Mutilated -Destroyed -Lost and Stolen Bonds. In case any Bond shall
be mutilated, or destroyed, lost or stolen, the Paying AgenURegistrar may execute and deliver
a replacement Bond of like form and tenor, and in the same denomination and bearing a
number not contemporaneously outstanding, in exchange and substitution for such mutilated
Bond, or in lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the
approval of the City and after (i) the filing by the Holder thereof with the Paying AgenU
Registrar of evidence satisfactory to the Paying AgenU Registrar of the destruction, loss or
theft of such Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the
Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the
Paying Agent/ Registrar harmless. All expenses and charges associated with such indemnity
and with the preparation, execution and delivery of a replacement Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen 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 20: Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied under this Ordinance and all covenants, agreements, and other
obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and
satisfied.
45349068.1 19
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this .Section when (i) money sufficient to pay
in full such Bonds or the principal amount(s) thereof at maturity or to the redemption date
therefor, together with all interest due thereon, shall have been irrevocably deposited with an.cl
held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/ Registrar, or
c3n authorized escrow agent, which Government Securities have been certified by an
independent accounting firm to mature as to principal and interest in such amounts and at
such times as will insure the availability, without reinvestment, of sufficient money, together
with any moneys deposited therewith, if any, to pay when due the principal of and interest on
such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if
notice of redemption has been duly given or waived or if irrevocable arrangements therefor
acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The
City covenants that no deposit of moneys or Government Securities will be made under this
Section and no use made of any such deposit which would cause the Bonds to be treated as
"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as
amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section which is not required for the payment
of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such
moneys have been so deposited shall be remitted to the City or deposited as directed by the
City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the
principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years
after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall upon the request of the City be remitted to the City
against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of
funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed
property laws of the State of Texas.
SECTION 21: Ordinance a Contract -Amendments -Outstanding Bonds. This
Ordinance shall constitute a contract with the Holders from time to time, be binding on the City,
and shall not be amended or repealed by the City so long as any Bond remains Outstanding
except as permitted in this Section. The City may, without the consent of or notice to any
Holders, from time to time and at any time, amend this Ordinance in any manner not
detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency,
or formal defect or omission herein. In addition, the City may, with the consent of Holders
holding a maJority in aggregate principal amount of the Bonds then Outstanding, amend, add
to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all
Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend
the time or times of payment of the principal of, premium, if any, and interest on the Bonds,
reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in
any other way modify the terms of payment of the principal of, premium, if any, or interest on
the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the
aggregate principal amount of Bonds required to be held by Holders for consent to any such
amendment, addition, or rescission.
45349068.1 20
SECTION 22: Notices to Holders -Waiver. Wherever this Ordinance provides for
notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.
SECTION 23: Cancellation. All Bonds surrendered for payment, re<:lemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/ Registrar. The
City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds
previously certified or registered and delivered which the City may have acquired in any
manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be returned to
the City.
SECTION 24: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When
used in this Section, the following terms shall have the following meanings:
"Closing . Date" means the date on which the Bonds are first authenticated and
delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if
any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1 (b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1 (b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1 (c) of the
Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1 (b) of the Regulations.
"Nonpurpose Investment" means any investment property, as defined in section 148(b)
of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to
carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1 (b) ofthe Regulations.
45349068.1 21
"Regulations" means any proposed, temporary, or final Income Tax Regulations issued
pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue
Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation
shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation
designed to supplement, amend or replace the specific Regulation referenced.
"Yield" of (i) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and (ii) the Bonds has the meaning set forth in Section 1.148-4 of the
Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsE?I nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
( c ) No Private Use or Private Payments. Except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of Bonds:
( 1) exclusively own, operate and possess all property the
acquisition, construction or improvement of which is to be financed or
refinanced directly or indirectly with Gross Proceeds of the Bonds (including
property financed with Gross Proceeds of the Refunded Obligations), and not
use or permit the use of such Gross Proceeds (including all contractual
arrangements with terms different than those applicable to the general public)
or any property acquired, constructed or improved with such Gross Proceeds in
any activity carried on by any person or entity (including the United States or
any agency, department and instrumentality thereof) other than a state or local
government, unless such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is
to be financed or refinanced directly or indirectly with such Gross Proceeds
(including property financed with Gross Proceeds of the Refunded Obligations),
other than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their
intended purposes. ,,
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For
45349068.1 22
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or
entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property .acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any
Investment (or use Gross Proceeds to replace money so invested), if as a result of such
investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds
(or with money replaced thereby), whether then held or previously disposed of, exceeds the
Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and
in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and
apart from all other funds (and receipts, expenditures and investments thereof)
and shall retain all records of accounting for at least six years after the day on
which the last Outstanding Bond is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Bonds with
other money of the City, provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the obligations acquired
therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall
maintain such calculations with its official transcript of proceedings relating to
the issuance of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in orde~ to
induce such purchase by measures designed to insure the excludability of the
45349068.1 23
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the City shall pay to the United States from funds on deposit in
the System Fund, construction fund, or other appropriate fund permitted by
applicable Texas statute, regulation or opinion of the Attorney General of the
State of Texas to make such payment, the amount that when added to the
future value of previous rebate payments made for the Bonds equals (i) in the
case of a Final Computation Date as defined in Section 1.148-3(e )(2) of the
Regulations, one hundred percent (100%) of the Rebate Amount on such date;
and (ii) in the case of any other Computation Date, ninety percent (90%) of the
Rebate Amount on such date. In all cases, the rebate payments shall be made .
at the times, in the installments, to the place and in the manner as is or may be
required by section 148(f) of the Code and the Regulations and rulings
thereunder, and shall be accompanied by Form 8038-T or such other forms and
information as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2} and (3),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred
eighty ( 180) days after discovery of the error), including payment to the United
States of any additional Rebate Amount owed to it, interest thereon, and any
penalty imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to
the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
U) Elections. The City hereby directs and authorizes the Mayor, City Manager, City
Secretary, Cash and Debt Manager, and Director of Finance, either or any combination of
them, to make elections permitted or required pursuant to the provisions of the Code or the
Regulations, as they deem necessary or appropriate in connection with the Bonds, in the
Certificate as to Tax Exemption or similar or other appropriate certificate, form or document.
(k) Current Refunding. The Bonds are issued to pay and discharge in full the
Refunded Obligations and such payment of the Refunded Obligations will occur within ninety
(90) days after the issuance of the Bonds.
SECTION 25: Sale of Bonds. The sale of the Bonds to UBS Financial Services, Inc., A.
G. Edwards & Sons, Inc., Citigroup Global Markets, Inc., Morgan Stanley & Co., Inc.,
Southwest Securities and Wachovia. Bank, National Association (herein referred to as the
"Underwriters") in accordance with the Purchase Contract, dated August 28, 2003, approved
and authorized to be executed pursuant to the ordinance authorizing the issuance of the
Series 2003 Certificates is hereby ratified, confirmed and approved.
45349068.1 24
SECTION 26: Official Statement. The use of the Preliminary Official Statement,
dated August 14, 2003, in the offering and sale of the Bonds is hereby ratified, confirmed and
approved in all respects, and the City Council hereby finds that the information and data
contained in said Preliminary Official Statement pertaining to the City and its financial affairs is
true and correct in all material respects and no material facts have been omitted therefrom
which are necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. The final Official Statement, which reflects the terms of sale
(together with such changes approved by the Mayor, Mayor Pro Tern, City Manager, Assistant
City Manager, Director of Finance, Cash and Debt Manager, or City Secretary, one or more of
said officials), shall be and is hereby in all respects approved and the Underwriters are hereby
authorized to use and distribute said final Official Statement, dated August 28, 2003, in the
offering, sale and delivery of the Bonds to the public.
SECTION 27: Redemption of Refunded Obligations. The Bonds of that series known
as "City of Lubbock, Electric light and Power System Revenue Bonds, Series 2002", dated
August 15, 2002, maturing in the years 2004 through 2013, and aggregating in principal
amount $8,500,000, shall be redeemed and the same are hereby called for redemption on
October 15, 2003, at the price of par and accrued interest to the date of redemption. The City
Secretary is hereby authorized and directed to file a copy of this Ordinance, together with a
suggested form of notice of redemption to be sent to Bondholders, with JPMorgan Chase
Bank, Dallas, Texas, in accordance with the redemption provisions applicable to such
obligations; such suggested form of notice of redemption being attached hereto as Exhibit B
and incorporated herein by reference as a part of this Ordinance for all purposes.
The redemption of the obligations described above being associated with the refunding
of such obligations, the approval, authorization and arrangements herein given and provided
for the redemption of such obligations on the redemption dates designated therefor and in the
manner provided shall be irrevocable upon the issuance and delivery of the Bonds; and the
City Secretary is hereby authorized and directed to make all arrangements necessary to notify
the holders of such obligations of the City's decision to redeem such obligations on the date
and in the manner herein provided and in accordance with the ordinances authorizing the
issuance of the obligations and this Ordinance.
SECTION 28: Proceeds of Sale. Immediately following the delivery of the Bonds,
proceeds of sale in the sum of (i) $8,701,875.00 shall be deposited with JPMorgan Chase
Bank, Dallas, Texas (the "Deposit Agent") to be used to redeem the Refunded Obligations on
October 15, 2003, and (ii) $44,692.66 shall be deposited to the credit of the Bond Fund. The
balance of the proceeds of sale of the Bonds shall be expended to pay costs of issuance,
including municipal bond insurance premium, and any excess amount budgeted for such
purpose shall be deposited to the credit of the Bond Fund.
SECTION 29: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bonds pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
45349068.1 25
In addition, the Mayor, Mayor Pro Tern, City Secretary, City Manager, Deputy City
Manager, Cash and Debt Manager, or Director of Finance, any one or more of said officials,
are hereby authorized and directed to furnish and execute such documents and certifications
relating to the City and the issuance of the Bonds, including a certification as to facts,
estimates, circumstances and reasonable expectations pertaining to the use and expenditure
and investment of the proceeds of the Bonds as may be necessary for the approval of the
Attorney General, registration by the Comptroller of Public Accounts and delivery of the Bonds
to the purchasers thereof and, together with the City's financial advisor, bond counsel and the
Paying Agent/ Registrar, make the necessary arrangements for the delivery of the Initial Bonds
to the Underwriters.
SECTION 30: Legal Opinion. The obligation of the Purchasers to accept delivery of
the Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P.,
Attorneys, Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated
and delivered as of the date of delivery and payment for such Bonds. A true and correct
reproduction of said opinion or an executed counterpart thereof is hereby authorized to be
printed on definitive printed obligations.
SECTION 31: CUSIP Numbers. CUSIP numbers may be printed or typed on the
Bonds deposited with The Depository Trust Company or on printed definitive Bonds. It is
expressly provided, however, that the presence or absence of CUSIP numbers on the
definitive Bonds shall be of no significance or effect as regards the legality thereof and neither
the City nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP
numbers incorrectly printed or typed on the definitive Bonds.
SECTION 32: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is
intended to be and shall be for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders .
. SECTION 33: 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 34: 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 35: Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 36: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the ma~culine, feminine or
neuter gender shall be considered to include the other genders.
45349068.1 26
SECTION 37: Severability. If any provision of this Ordinance or the application thereof
to. any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision ..
SECTION 38: Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated
by reference and made a part of this Ordinance for all purposes as if the same were restated
in full in this Section.
SECTION 39: Continuing Disclosure Undertaking. (a) Definitions. As used in this
Section, the following terms have the meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the
Rule from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
(b) Annual Reports. The City shall provide annually to each NRMSIR and any SID,
within six months after the end of each fiscal year (beginning with the fiscal year ending
September 30, 2003) financial information and operating data with respect to the City of the
general type described in Exhibit C hereto. Financial statements to be provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit C hereto and
(2) audited, if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided. If audited financial statements are not
available at the time the financial information and operating data must be provided, then the
City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR
and any SID with the financial information and operating data and will file the annual audit
report when and if the same becomes available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific reference to
any document (including an official statement or other offering document, if it is available from
the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the
SEC.
45349068.1 27
I I
(c) Material Event Notices. The City shall notify any SID and either each NRMSIR
or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if
such event is material within the meaning of the federal securities laws:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
(7) Modifications to rights of holders of the Bonds;
(8) Bond calls;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds; and
(11) Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner, of any failure by the City to provide financial informati9n or operating data in
accordance with subsection (b) of this Section by the time required by such Section.
(d) Limitations, Disclaimers. and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the City in any event will give the notice required by subsection (c) hereof of any
Bond calls and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to
update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The City does not make any representation or warranty concerning
such information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
45349068.1 28
I I
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of
this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt
to changed circumstances resulting from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds-in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as
such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b)
a Person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Holders and
beneficial owners of the Bonds. The provisions of this Section may also be amended from
time to time or repealed by the City if the SEC amends or repeals the applicable provisions of
the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if
and to the extent that reservation of the City's right to do so would not prevent underwriters of
the initial public offering of the Bonds from lawfully purchasing or selling Bonds in such
offering. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data filed with each NRMSIR and SID pursuant to subsection
(b) of this Section an explanation, in narrative form, of the reasons for the amendment and of
the impact of any change in the type of financial information or operating data so provided.
SECTION 40: MBIA Insurance. The Bonds have been sold with the principal of and
interest thereon being insured by MBIA Insurance Corporation (hereinafter called "MBIA")
pursuant to a Financial Guaranty Insurance Policy. In accordance with the terms and
conditions applicable to insurance provided by MBIA, the City covenants and agrees that, in
the event the principal and interest due on the Bonds shall be paid by MBIA pursuant to the
policy referred to this Section, the assignment and pledge of all funds and all covenants,
agreements and other obligations of the City to the Holders shall continue to exist and MBIA
shall be subrogated to the rights of such Holders; and furthermore, the City covenants and
agrees that:
(1) In the event that, on the second business day, and again on the business day,
prior to the payment date on the Bonds, the Paying Agent/Registrar has not received sufficient
moneys to pay all principal of and interest on the Bonds due on the second following or
following, as the case may be, business day, the Paying Agent/Registrar shall immediately
notify MBIA or its designee on the same business day by telephone or telegraph, confirmed in
writing by registered or certified mail, of the amount of the deficiency.
(2) If the deficiency is made up in whole or in part prior to or on the payment date,
the Paying Agent/Registrar shall so notify MBIA or its designee.
45349068.1 29
I I
(3) In addition, if the Paying Agent/Registrar has notice that any Holder has been
required to disgorge payments of principal of or interest on the Bonds to a trustee in
bankruptcy or creditors or others pursuant to a final judgment by a court of competent
jurisdiction that such payment constitutes avoidable preference to such Holder within the
meaning of any applicable bankruptcy laws, then the Paying Agent/Registrar shall notify the
MBIA or its designee of such fact by telephone or telegraphic notice, confirming in writing by
registered or certified mail.
(4) The Paying Agent/Registrar is hereby irrevocably designated, appointed,
directed and authorized to act as attorney-in-fact for Holders of the Bonds as follows:
(i) If and to the extent there is a deficiency in amounts required to pay interest on
the Bonds, the Paying Agent/Registrar shall (a) execute and deliver to State Street Bank and
Trust Company, N.A., or its successors under the Policy (the "Insurance Paying Agent"), in
form satisfactory to the Insurance Paying Agent, an instrument appointing the MBIA as agent
for such Holders in such legal proceeding related to the payment of such interest and an
assignment to the MBIA of the claims for interest to which such deficiency relates and which
are paid by MBIA, (b) receive as designee to the respective Holders (and not as Paying
Agent/Registrar) in accordance with the tenor of the Policy payment from the Insurance Paying
Agent with respect to the claims for interest so assigned, and (c) disburse the same to such
respective Holders; and
(ii) If and to the extent of a deficiency in amounts required to pay principal of the
Bonds, the Paying Agent/Registrar shall (a) execute and deliver to the Insurance Paying Agent
in form satisfactory to the Insurance Paying Agent an instrument appointing MBIA as agent for
such Holder in any legal proceeding relating to the payment of such principal and an
assignment to MBIA of any of the Bonds surrendered to the Insurance Paying Agent or so
much of the principal thereof as has not previously been paid or for which moneys are not held
by the Paying Agent/Registrar and available for such payment (but such assignment shall be
delivered only if payment from the Insurance Paying Agent is received), (b) receive as
designee of the respective Holders (and not as Paying Agent/Registrar) in accordance with the
tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the
same to such Holders.
(5) Payments with respect to claims for interest on and principal of Bonds
disbursed by the Paying Agent/Registrar from proceeds of the Policy shall not be considered
to discharge the obligation of the City with respect to such Bonds, and MBIA shall become of
the owner of such unpaid Certificate and claims for the interest in accordance with the tenor of
the assignment made to it under the provisions of this subsection or otherwise.
(6) Irrespective of whether any such assignment is executed and delivered, MBIA
and the Paying Agent/Registrar hereby agree for the benefit of the MBIA that:
(i) They recognize that to the extent MBIA makes payments, directly or indirectly
(as by paying through the Paying Agent/Registrar), on account of principal of and interest on
the Bonds, MBIA will be subrogated to the rights of such Holders to recE;3ive the amount of
such principal and interest from the City as provided and solely from the sources stated in this
Ordinance and the Bonds; and
45349068.1 30
I I
(ii) They will accordingly pay to MBIA the amount of such principal and interest
(including principal and interest recovered under subparagraph (ii) of the first paragraph of the
Policy, which principal and interest shall be deemed past due and not to have been paid) as
provided in this Ordinance and the Bonds, but only from the sources and in the manner
provided herein for the payment of principal of and interest on the Bonds to Holders, and will
otherwise treat the MBIA as the owner of such rights to the amount of such principal and
interest.
(7) In connection with the issuance of additional obligations, the City shall deliver to
the MBIA a copy of the disclosure document, if any, circulated with respect to such additional
obligations.
(8) No amendment or supplement to this Order may become effective without prior
consent of MBIA. Copies of any amendments made to the documents executed in connection
with the issuance of the Bonds which are consented to by the MBIA shall be sent to Standard
& Poor's Corporation.
(9) MBIA shall receive notice of the resignation or removal of the Paying
Agent/Registrar and the appointment of a successor thereto.
(10) MBIA shall receive copies of all notices required to be delivered to Holders and,
on an annual basis, copies of the City's audited financial statements and annual budget.
(11) Any notice that is required to be given to a Holder of the Bonds or to the Paying
Agent/Registrar pursuant to the Ordinance shall also be provided to MBIA. All notices required
to be given to MBIA under the Ordinance shall be in writing and shall be sent by registered or
certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk, New York
10504, Attention: Surveillance. ·
( 12) MBIA, acting alone, shall have the right to direct all remedies in the event of a
default. MBIA shall be recognized as the registered owner of each bond which it insures for
the purposes of exercising all rights and privileges available to Holders. For Bonds which it
insures, MBIA shall have the right to institute any suit, action, or proceeding at law or in equity
under the same terms as. the Holder in accordance with the applicable provisions of this
Ordinance.
(13) The City agrees, subject to annual appropriation by the City and to the extent
permitted by law, to reimburse MBIA for all reasonable expenses, including attorneys' fees and
expenses, incurred by MBIA in connection with (i) the enforcement by MBIA of the City's
obligations, or the preservation or defense of any rights of MBIA, under this Ordinance and
any other document executed in connection with the issuance of the Bonds, and (ii) any
consent, amendment, waiver or other action with respect this Ordinance or any related
document, whether or not granted or approved, together with interest on all such expenses
from and including the date incurred to the date of payment at Citibank's Prime Rate plus 3%
or the maximum interest rate permitted by law, whichever is less. In addition, MBIA reserves
the right to charge a fee in connection with its review of such consent, am~ndment or waiver,
whether or not granted or approved.
45349068.1 31
! I
SECTION 41: 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 V.T.C.A, Government Code, Chapter
551, as amended.
SECTION 42: Effective Date. This Ordinance shall take effect and be in full force from
and after its adoption on the date shown below in accordance with V.T.C.A, Government
Code, Section 1201.028.
PASSED AND ADOPTED, this August 28, 2003.
ATTEST:
J<~ ~ cit?s~ C
(City Seal)
APPROVED AS TO CONTENT:
(1-, L JS I~~ ..
City Attorney
45349068.1 32
' '
Ordinance No. 2003-00090
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of August 28, 2003 (this "Agreement"), by and
between the City of Lubbock, Texas (the "Issuer''), and JPMorgan Chase Bank, Dallas, Texas, a
New York banking corporation organized and existing under the laws of the State of New York
and authorized to do business in the State of Texas, or its successors,
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the execution and delivery.
of its "City of Lubbock, Texas, Tax and Electric Light and Power System Surplus Revenue
Refunding Bonds, Series 2003" (the "Securities"), dated August 15, 2003, and such Securities
are scheduled to be delivered to the initial purchasers thereof on or about September 30, 2003;
and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer
hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto for the first year of this Agreement and thereafter the fees and
amounts set forth in the Bank's current fee schedule then in effect for services as Paying
Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days
prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the
following Fiscal Year ..
45353092.1 E?{HIBIT A
I I
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the
Security. ·
"Bank Office" means the designated office of the Bank in Dallas, Texas at
the address shown in Section 3.01 hereof. The Bank will notify the Issuer in
writing of any change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued,
certified by the Secretary or any other officer of the Issuer and delivered to the
Bank.
"Fiscal Year'' means the fiscal year of the Issuer, ending September 30th.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Issuer Request" and "Issuer Order'' means a written request or order
signed in the name of the Issuer by the Mayor, Mayor Pro Tern, City Manager,
Assistant City Manager, Director of Finance, Cash and Debt Manager, or City
Secretary, any one or more of said officials, and delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized
to be closed.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Resolution).
45353092.1 -2-EXHIBIT A
f I
"Redemption Date" when used with respect to any Security to be
redeemed means the date fixed for such redemption pursuant to the terms of the
Bond Resolution.
"Responsible Officer" when used with respect to the Bank means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Bond Resolution the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar' refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity,
Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the
Bank at the following address: P. 0. Box 2320, Dallas, Texas 75221-2320 or 2001 Bryan
Street, 9th Floor, Dallas, Texas 75201, Attention: Operations.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and
making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the
Record Date. All payments of principal and/or interest on the Securities to the registered
owners shall be accomplished (1) by the issuance of checks, payable to the registered owners,
drawn on the paying agent account provided in Section 5.05 hereof, sent by United States mail,
first class, postage prepaid, to the address appearing on the Security Register or (2) by such
other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk
and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities at the dates specified in the Bond Resolution.
45353092.1 -3-EXHIBIT A
t I
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register -Transfers and Exchanges. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement 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 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.
45353092.1 -4-EXHIBIT A
I I
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
Section 4.05 Return of Cancelled 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 19 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as
long as the same does not result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank may
execute and deliver a replacement Security of like form and tenor, and in the same
denomination and bearing a number· not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or
stolen Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof
with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such
Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or
destroyed, lost or stolen.
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 ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
45353092.1 -5-EXHIBIT A
I I
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties. Without limiting the
generality of the foregoing statement, the Bank need not examine the ownership of any
Securities, but is protected in acting upon receipt of Securities containing an endorsement or
instruction of transfer or power of transfer which appears on its face to be signed by the Holder
or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts
or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, note, security, or other paper or document supplied by
Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03 Recitals of 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 responsibility 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.
Section 5.05 Moneys Held by Bank -Paying Agent Account/Collateralization. Money
deposited by the Issuer with the Bank of the principal (or Redemption Price, if applicable) of or
interest on any Securities shall be segregated from other funds of the Bank and the Issuer and
· shall be held in trust for the benefit of the Holders of such Securities.
All. money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer.
Amounts held by the Bank which represent principal of and interest on the Securities
remaining unclaimed by the owner after the expiration of three years from the date such
amounts have become due and payable shall be reported and disposed of by the Bank in
accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it hereunder.
45353092.1 -6-EXHIBIT A
I I
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 lnterpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the State and County where 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 lnterpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
Section 5.08 OT Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on page 9.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
45353092.1 -7-EXHIBIT A
l I
Section 6.06 Severability. In case any prov1s1on herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.08 Entire Agreement. This Agreement and the Bond Resolution constitute
the entire agreement between the parties hereto relative to .the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the·
Bond Resolution shall govern.
Section 6.09 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.10 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an
early termination of this Agreement shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register ( or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by
the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.11 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
45353092.1 -8-EXHIBIT A
I I
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
[SEAL]
Attest:
Title:
(CITY SEAL)
Attest:
City Secretary
45353092,1
JPMORGAN CHASE BANK, Dallas, Texas,
BY: ---------------Tit I e:
Address: 2001 Bryan Street, 10th Floor
Dallas, Texas 75201
CITY OF LUBBOCK, TEXAS
BY: ---------------Mayor
Address: P. 0. Box 2000
Lubbock, Texas 79457
-9-E~IBIT A
l I
Ordinance No. 2003-00090
EXHIBIT B
NOTICE OF REDEMPTION
CITY OF LUBBOCK, TEXAS,
ELECTRIC LIGHT AND POWER SYSTEM
REVENUE BONDS
SERIES 2002
DATED AUGUST 15, 2002
NOTICE IS HEREBY GIVEN that all bonds of the above series maturing on April 15,
2004 through April 15, 2013, and aggregating in principal amount $8,500,000 have been
called for redemption on October 15, 2003 at the redemption price of par and accrued interest
to the date of redemption.
ALL SUCH BONDS shall become due and payable on October 15, 2003 and interest
thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said bonds shall be paid to the registered owners of the bonds only upon
presentation and surrender of such obligations to JPMorgan Chase Bank at its designated
offices at the following address:
First Class/
Registered/Certified
JPMorgan Chase Bank
Institutional Trust Services
P. 0. Box 2320
Dallas, Texas 75221-2320
Express Delivery/Courier
JPMorgan Chase Bank
Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
By Hand Only
JPMorgan Chase Bank
Room 234-North Building
Institutional Trust Securities Window
55 Water Street
New York, New York 10041
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said Bonds and pursuant to an ordinance by the City Council of the City of
Lubbock, Texas.
45349068.1
JPMORGAN CHASE BANK
Address: 2001 Bryan Street, 10th Floor
Dallas, Texas 75201
' '
PURCHASE CONTRACT
$13,270,000 $8,900,000
Tax and Electric Light and Power System Surplus
Revenue
Tax and Electric Light and Power System Surplus
Revenue
Certificates of Obligation, Series 2003
August 28, 2003
The Honorable Mayor and Members of the City Council
City of Lubbock
1625 13th St.
Lubbock, Texas 79401
Dear Mayor and Members of the City Council:
Refunding Bonds, Series 2003
UBS Financial Services Inc.(the "Authorized Representative"), A.G. Edwards & Sons, Inc.,
Citigroup Global Markets Inc., Morgan Stanley & Co., Incorporated, Southwest Securities and Wachovia
Bank, NationalAssociation ( collectively, the "Underwriters''), offer to enter into this Purchase Contract with
the City of Lubbock, Texas (the "City"). This offer is made subject to the City's acceptance of this
Purchase Contract on or before 9:00 p.m. Central Time on August 28, 2003. ·
.I . Purchase and Sale of the Securities. Upon the terms and conditions and upon the basis
of the representations set forth herein, the U ndeiwriters jointly and severally hereby agree to purchase from
the City, and the City hereby agrees to sell and deliver to the Underwriters an aggregate of $13,270,000
principal amatmt of City of Lubbock, Texas Tax and Electric Light and Power System Surplus Revenue
Certificates of Obligation, Series 2003 (the "Certificates") and $8,900,000 Tax and Electric Light and
Power System Surplus Revenue Refunding Bonds, Series 2003 (the "Bonds,'' and together witl1 the
Ce1tificates, the "Securities"). The Securities shall have the.maturities, interest rates and be subject to
redemption in accordance with the provisions of Exhibit A hereto and shall be issued and secured under
the provisions of tlie Ordinances (as defined below). The purchase price for the Securities shall be
$21,983,304.68, plusaccruedinterestinthe amount of$112,376.41 (see Exhibit B hereto for anallocation
of the purchase price between the respective series of Securities).
UBS Financial Services Inc. represents that it has been duly authorized to execute this Purchase
Contract and has been duly authorized to act hereunder as the Authorized Representative. All actions that
may be taken by the Underwriters hereunder may be taken by the Authorized Representative alone.
2. Ordinances. The Securities shall be as descnbed in and shall be issued and secured under
the provisions of two distinct ordinances, adopted by the CityonAugust 2 8, 2003, re~pectively authorizing
the issuance and sale of the Certificates and the Bonds ( collectively, the "Ordinances"). The Securities shall
be secured and payable as provided in the Ordinances.
3. Public Offering. It shall be a condition of the obligations of the City to sell and deliver the
Securities to the Underwriters, and of the obligations of the Underwriters to purchase and accept delivery,
of the Securities, that the entire principal amount of each series of the Securities authorized by the
Ordinances shall be sold and delivered by the City and accepted and paid for by the Underwriters at the
Closing. The Underwriters agree to make a bona fide public offering of all of the Securities of a series, at
not in excess of the initial public offering prices, as set forth in the Official Statement; provided however at
least ten percent ( 10%) of the principal amount of the Securities of each series and maturity thereof shall
be sold to the "public" ( exclusive of dealers, brokers and investment bankers, etc.) at the initial offering ·
price set forth in the Official Statement.
4. Security Deposit. Delivered to the City herewith JS a corporate check of the Authorized
Representative payable to the order of the City in the amount of $221,600. Such check is a common
"Good Faith" check for the each series of the Securities, and an amount of such check that is proportionate
to the principal amount that a series of the Securities bears to the combined principal amount of the
Securities may be applied toward any obligation of the Underwriters owing as a result of the failure of the
Unde1writers to accept delivery of the Securities, or any series of the Securities, as provided herein. The
City agrees to hold such check uncashed until the Closing to ensure the perfonnance by the Underwriters
of their obligation to purchase,accept delivery of and pay for the Securities at the Closing. Concurrently
with the payment by the Underwriters of the purchase price of the Securities, the City shall return such
check to the Authorized Representative as provided in Paragraphs 7 and 8 hereof. Should the City fail to
deliver the Securities at the Closing, or should the City be unable to satisfy the conditions of the obligations
of the Underwriters to purchase, accept delivery of and pay for the Securities, as set forth in this Purchase
Contract (unless waived by the Authorized Representative), or should such obligations ofthe Underwriters
-be terminated for any reason permitted by this Purchase Contract, such check shall immediately be returned
to the Authorized Representative. In the event the Underwriters fail (other than for a reason permitted
hereunder) t.o purchase, accept delivery of and pay for the Securities at the Closing as herein provided,
such check shall be retained by the City as and for foll liquidated damages for such failure of the
Underwriters and for any defaults · hereunder on the prut of the Underwriters. The Authorized
Representative hereby agrees not to stop or cause payment on said check to be stopped unless the City
has breached any of the tenns of this Purchase Contract.
5. Otncial Statement. The Official Statement, including the cover pages and Appendices
thereto, of the City, dated August 28, 2003, with respect to the Securities, as further amended only in the
manner herein provided, is hereinafter called the "Official Statement." The City hereby authorizes the
Ordinances and the Official Statement and the information therein contained to be used by the Undenvriters
in connection with the public offering and sale of the Securities. The City confinns its consent to the use
by the Underwriters prior to the date hereof of the Preliminary Official Statement, relative to the Securities,
dated August 14, 2003 (the "Preliminary Official Statement"), in connection with the preliminary public
offering and sale of the Securities, and it is "deemed final" as of its date, within the meaning, and for the
purposes, of Rule 15c2-12 promulgated under authority granted by the federal Securities and Exchange
Act of 1934 (the "Rule''). The City agrees to cooperate with the Underwriters to provide a supply offmal
Official Statements within seven business days of the date hereof in sufficient quantities to comply with the
Underwriters' obligations under the Rule and the applicable rules of the Municipal Securities Rulemaking
-EXHIBIT B
Board. The Undenvriters will use their best efforts to assist the City in the preparation of the final Official
Statement in order to ensure compliance with the aforementioned rules.
If at any time after the date of this Purchase Contract but before the first to occur of (i) the date
upon which the Underwriters notify the City that the period of the initial public offering of the Securities has
expired or (ii) the date that is 90 days after the date hereof, any event shall occur that might or would cause
the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances ·
under which they were made, not misleading, the City shall notify the Authorized Representative, and if,
in the opinion of the Authorized Representative, such event requires the preparation and publication of a
supplement or amendment to the Official Statement, the Citywtllat its expense supplement or amend the
Official Statement in the form and in a manner approved by the Authorized Representative and furnish to
the Unde1writers a reasonable number of copies requested by the Authorized Representative in order to
enable the Underwriters to comply with the Rule.
To the best knowledge and belief of the City, the Official Statement contains information, including
financial information or operating data, as required by the Rule. Except as set forth in the Official
Statement, the City has not failed to comply with any undertaking specified in paragraph (b )(5)(i) of the
Rule within the last five years. , ·
6. Representations, Warranties and Agreements of the City. On the date hereof, the
City represents, warrants and agrees as follows:
(a) The City is a home rule municipality and a politicalsubdivisionofthe State ofTexas
and a body politic and corporate, and has full legal right, power and authority to enter into this
Purchase Contract to adopt the Ordinances, to sell the Securities, and to issue and deliver the
Securities to the Underwriters as provided herein and to carry out and consummate all other
transactions contemplated by the Ordinances and this Purchase Contract;
(b) By official action of the City prior to or concurrently with the acceptance hereof,
the City has duly adopted the Ordinances, has duly authorized and approved the execution and
delivery of, and the performance by the City of the obligations contained in the Securities and this
Purchase Contract and has duly authorized and approved the performance by the City of its
obligations contained in the Ordinances and in this Purchase Contract;
(c) The City is not in breach of or default under any applicable law or, to the
knowledge of the City, any administrative regulation of the State of Texas or the United States
(including regulations ofits agencies) or any applicable judgment or decree or any loan agreement,
note, order, agreement or other instrument, except as maybe disclosed in the Official Statement,
to which the City is a party or to the knowledge of the City it is othenvise subject, that would have
a material and adverse effect upon the business or financial condition of the City; and the execution
and delivery of this Purchase Contract by the City and the execution and delivery of the Securities
and the adopti~n of the Ordinances by the City and compliance with the provisions of each thereof
EXHIBIT. B
will not violate or constitute a breach of or default wider any existing law, administrative regulation,
judgment, decree or any agreement or other instrument to which the City is a party or, to the·
knowledge of the City, is otherwise subject; ·
( d) All approvals, consents and orders of any governmental authority or agency having
jurisdiction of any matter that would constitute a condition precedent to the perfonnance by the
City of its obligations to sell and deliver the Securities hereunder will have been obtained prior to
the Closing;
(e) · At the time of the City's acceptance hereof and at the time of the Closing, the
Official Statement does not and will not contain any tmtme statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein. in
the light of the circumstances under which they were made, not misleading;
(f) Between the date of this Purchase Contract and the Closing, the City will not,
without the prior written consent of the Underwriters, sell or issue any additional bonds, notes or
other obligations for borrowed money payable in whole or in part from ad valorem taxes, and the
City will not incur any material liabilities, direct or contingent, nor will there be any adverse change
of a material nature in the financial position of the City;
(g) Except as described in the Official Statement, no litigation is pending or, to the
knowledge of the City, threatenedinany court affecting the corporate existence of the City, the title
ofits officers to their respective offices, or seeking to restrain or enjoin the issuance or delivery of
the Securities, the levy, collection or application of the ad valoremtaxes and revenues (collectively,
the "Pledged Revenues") of the City's Electric Light and Power System (the "System") pledged or
to be pledged to pay the principal of and interest on the Securities, or in any way contesting or
affecting the issuance, execution, delivery, payment, security or validity of the Securities, or in any
way contesting or affecting the validity or enforceability of the Ordinances, or contesting the powers
of the City, or any authority for the Securities, the Ordinances, or this Purchase Contract or
contesting in any way the completeness, accuracy or fairness of the Preliminary Official Statement
or the Official Statement;
(h) The City will cooperate with the Underwriters in arranging for the qualification of
the Securities for sale and the determination of their eligibility for investment under the laws of such
jurisdictions as the Authorized Representative designates, and will use its best efforts to continue
such qualifications in effect so long as required for distribution of the Securities; provided, however,
that the City will not be required to execute a consent to service of process or to qualify to do
business in connection with any such qualification in any jurisdiction;
(i) The descriptions of the Securities and the Ordinances contained in the O tlicial
Statement accurately surnmar:ize certain provisions of such instruments, and the Securities, when
validly executed, authenticated and delivered in accordance with the Ordinances and sold to the
EXHIBIT B
Underwriters as provided herein, 'ivill be validly issued and outstanding obligations of the City
entitled to the benefits of, and subject to the limitations contained in, the Ordinances;
(j) If prior to the Closing an event occurs affecting the City that is materially adverse
for the purpose for which the Official Statement is to be used and is not disclosed in the Official
Statement, the City shall notify the Authorized Representative, and ifin the opinion of the City and
the Authorized Representative such event requires a supplement or amendment to the Official
Statement, the City will supplement or amend the Official Statement in a form and in a manner ·
approved by the Authorized Representative; ·
(k) The :financial statements contained in the Official Statement present fairly the
financial position of the City as of the date and for the period covered thereby and are stated on
a basis substantially consistent with that of the prior year's audited financial statements;
(1) Any certificate signed by any official of the City and delivered to the Underwriters
shall be deemed a representation and warranty by the City to the Underwriters as to the truth of
the statements therein contained;
(m) The City has not been notified of any listing or proposed listing by the Internal
Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be
relied upon; and
(n) The City will not knowingly take or omit to take any action, which action or
omission will in any way cause the proceeds from the sale of the Securities to be applied in a
manner other than as provided in the Ordinances or that would cause the interest of the Securities
to be includable in gross income of the holders thereof for federal income tax purposes.
7. Closing. At 10:00 A.M., Central Time, on September 30, 2003 (the "Closing"), the City
will deliver the initial securities certificates of each series of the Securities ( as provided for in the respective
Ordinances) to the Undenvriters and the City shall take appropriate steps to provide DTC with one definite
securities certificate for each year of maturity of each series of the Securities, and to provide the
Underwriters with the other documents hereinafter mentioned. On or prior to the date of Closing, the
Underwriters shall make arrangements with The Depository Trust Company ("DTC") for the Securities to
be immobilized• and thereafter traded as book-entry only sec1.11ities and on the date of Closing the
Underwriters will accept suchdeliveryand paythe purchase price of the Securities as set forth in Paragraph
1 hereof in immediately available ftmds. The inability or other failure of the City to meet the conditions for
deliveryofone or more series of the Certificates shall not, in and of itself, relieve the Underwriters of their
obligations to accept delivery and pay the purchase price of any series of Securities for which the conditions
for delivery have occurred. Concurrently with such payment by the Underwriters, the City shall return to
the Authorized Representative the check referred to in paragraph 4 hereof. Delivery and payment as
aforesaid shall be made at the office of the paying agent/registrar for the Securities, as identified in the
Official Statement, or such other place as shall have been mutually agreed upon by the City and the
Authorized Representative.
EXH\B\T B
8. Conditions. The Undetvvriters have entered into this Purchase Contract in reliance upon
the representations and warranties of the City contained herein and to be contained in the documents and.
· instruments to be delivered at the Closing, and upon the performance by the City of its obligations·
hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the Underwriters'
obligations under this Purchase Contract to purchase and pay for the Securities shall be subject to the
performance by the City of its obligations to be performed hereunder and under such documents and
instmments at or prior to the Closing, and shall also be subject to the following conditions:
(a) Toe representations and warranties of the City contained herein shall be true,
complete and correct in all material respects on the date hereof and on and as of the date of
Closing, as if made on the date of Closing;
(b) At the time of the Closing, (i) the Ordinances shall be in foll force and effect, and
the Ordinances shall not have been amended, modified or supplemented and the Official Statement
shall not have been amended, modified or supplemented, except as may have been agreed to by
the Authorized Representative; and (h) the net proceeds of the sale of the Securities shall be
deposited and applied as described in the Official Statement and in the Ordinances;
( c) At the time of the Closing, all official action of the City related to the Ordinances
shall be in foll force and effect and shall not have been amended, modified or supplemented;
( d) Toe City shall not have failed to pay principal or interest when due on any of its
outstanding obligations for borrowed money;
(e) At or prior to the Closing, the Underwriters shall have received each of the
following documents:
(1) The Official Statement of the City, executed on behalf of the City by the
Mayor and City Secretary;
(2) The Ordinances, certified by the CitySecretaryunderthe seal of the City
as having been duly adopted by the City and as being in effect, with such changes or
amendments as may have been agreed to by the Underwriters. The Ordinances shall
contain the agreement of the City, in form satisfactory to the Underwriters, that is
described under the caption "Continuing Disclosure of Information" in the Preliminary
Official Statement;
(3) The opinion pertaining to e<_1.ch series of the Securities, dated the date of
Closing, of Fulbright & Jaworski L.L.P. ("Bond Counsel") in substantially the form and
substance of Appendix C to the Official Statement;
( 4) An opinion or certificate with respect each series of the Securities, dated
on or prior to the date of Closing, of the Attorney General of Texas, approving the
EXHIBIT B
Securities as required by law and the registration certificate of the Comptroller of Public
Accounts of the State of Texas;
(5) The supplemental opinion or opinions, dated the date of Closing, ofBond
Counsel, addressed to the City and the Underwriters, which provides that the
Underwriters mayrely upon the opinion ofBond Counsel delivered in accordance with the
provisions of paragraph 8( e )(3) hereof, and opining to the effect that (a) the Purchase
Contract has been duly authorized, executed and delivered by the City and (assuming due :
authorization by the Underwriters) constitutes a binding and enforceable agreement of the
City in accordance with its terms; (b) in its capacity as Bond Counsel, such firm has
reviewed the information in the Official Statement under the captions or subcaptions "Plan
of Financing,'' ''The Obligations" (exclusive of the infonnation under the subcaptions
"Book-Entry Only System," "Use of Certificate Proceeds," "Use ofBond Proceeds," and
"Bondholders' Remedies"), "Tax Matters," "Continuing Disclosure of Information"
( exclusive of the information underthe subcaption "Compliance with Prior Undertakings"),
"Legal Matters" (exclusive of the last two sentences of the first paragraph thereof) and
"Legal Investments and Eligibility to Secure Public Funds in Texas" and suchfirmis of the
opinion that such descriptions present a fair and accurate summary of the provisions of the
laws and instruments therein described and, with respect to the Obligations, such
inforrnationconforms to the Ordinances; and ( c) the Securities are exempt from registration
pursuant to the Securities Actofl933, as amended, and the Ordinances are exempt from
qualification as an indenture pursuant to the Trnst Indenture Act of 1939, as amended;
(6) An opinion or opinions of McCall, Parkhurst & Horton L.L.P.,
Underwriters' Counsel addressed to the Underwriters, and dated the date of Closing in
substantially the form attached hereto as Exhibit C;
(7) A certificate or certificates, dated the date of Closing, signed by the Mayor
and Interim City Manager of the City, to the effect that (i) the representations and
. warranties of the City contained herein are true and correct in all material respects on and
as of the date of Closing as if made on the date of Closing; (ii) except to the extent
disclosed in the Official Statement, no litigation is pending or, to the knowledge of such
persons, threatened in any court to restrain or enjoin the issuance or delivery of the
Securities, or the levy, collection or application of the ad valorem taxes and Pledged
Revenues pledged or to be pledged to pay the principal of and interest on the Securities,
or the pledge thereof, or in any way contesting or affecting the validity of the Securities, the
Ordinances, or contesting the powers of the City or the authorization of the Securities or
the Ordinances, or contesting in any way the accuracy, completeness or fairness of the
Official Statement (but in lieu of or in conjunction with such certificate, the Underwriters
may, in their sole discretion, accept certificates or opinions of the Cit'J Attorney that, in the
opinion thereof, the issues raised in any such pending or threatened litigation are without
substance or that the contentions of all plaintiffs therein are without merit); (iii) to the best
of their knowledge, no event affecting the City has occurred since the date of the Otlicial
EXHIBIT B
Statement that should be disclosed in the OfficialStatement for the purpose for which it is
to be used or that it is necessary to disclose therein in order to make the statements and:
information therein not misleading in any respect; and (iv) that there has not been any
material and adverse change in the affairs or financial condition of the City since September
30, 2002, the latest date as to which audited financial information is available;
(8) Anopinionoropinions of the City Attorney addressed to the Underwriters
and dated the date of Closing substantially in the formand substance of Exhibit B hereto; ,
(9) A certificate or certificates, dated the date of the Closing, of an appropriate
officer of the City to the effect that, on the basis of the facts, estimates and circumstances
in effect on the date of delivery of the Securities, it is not expected that the proceeds of the
Securities vVill be used in a manner that would cause the Securities to be arbitrage
Securities within the meaning of Section 148 of the Internal Revenue Code of 1986, as
amended;
( 10) Evidence of the rating on the Seclllities, which shall be "Aaa11 by Moody's
. Investors Service, Inc. ("Moody's"), "AAA" by Standard and Poor's Corporation, a
division of the McGraw-Hill Companies, Inc. ("S&P"), and "AAA" by Fitch Ratings
("Fitch"), shall be delivered in a fonn acceptable to the Undef\1/liters;
(11) A copy of the policy of municipal bond insurance issued by MBIA
Insurance Corporation with respect to the Securities; and
(12) Such additional legal opinions, certificates, instruments and other
documents as Bond Counsel or the Underwriters may reasonably request to evidence the
truth, accuracy and completeness, as of the date hereof and as of the date of Closing, of
the City's representations and warranties contained ·herein and of the statements and
information contained in the Official Statement and the due performance and satisfaction
by the City at or prior to the date of Closing of all agreements then to be performed and
all conditions then to be satisfied by the City.
All of the opinions, letters, certificates, instruments and other documents mentioned above or
elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but
only if, they are satisfactory to the Underwriters.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to
purchase, to accept delivery of and to pay for the Securities as set forth in this Purchase Contract, or if the .
obligations of the Underwriters to purchase, to. accept delivery of and to pay for ~e Securities shall be
terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate, the
security deposit referred to in Paragraph 4 of this Purchase Contract shall be returned to the Authorized
Representative and neither the Underwriters nor the City shall be under further obligationhereunder, except
EXHIBIT B
that the respective obligations of the City and the Underwriters set forth in Paragraphs 10 and 12 hereof
shall continue in fl.ill force and effect
9. Termination. The Underwriters may terminate its obligation to purchase at any time
before the Closing if any of the following should occur:
(a) (i) Legislation shall have been enacted by the Congress of the United States, or
recommended to the Congress for passage by the President of the United States or favorably
reported for passage to either House of the Congress by any Committee of such House; or (ii) a·
decision shall have been rendered by a court established under Article III of the Constitution of the
United States or by the United States Tax Court; or (iii) an order, ruling or regulation shall have
been issued or proposed by or on behalf of the Treasury Department of the United States or the
Internal Revenue Service or any other agency of the United States; or (iv) a release or official
statement shall have been issued by the President of the United States or by the Treasury
Department of the United States or by the Internal Revenue Service, the effect of which, in any
such case described in clause (i), (ii), (in), or (iv), would be to impose, directly or indirectly, federal
income taxation upon interest received on obligations of the general character of the Securities or
upon income of the general character to be derived by the City, other than any imposition offederal
income tax.es upon interest received on obligations of the general character as the Securities on the
date hereof and other than as disclosed in the Official Statement, in such a manner as in the
judgment of the Authorized Representative would materially impair the marketability or materially
reduce the market price of obligations of the general character of the Securities.
(b) Any action shall have been taken by the Securities and Exchange Commission or
by a court_ that would require registration of any security under the Securities Act of 1933, as
amended, or qualification of any indenture under the Trust Indenture Act of 193 9, as amended, in
connection with the public offering of the Securities, or any action shall have been taken by any
court or by any governmental authority suspending the use of the Preliminary Official Statement or
the Oflicial Statement or any amendment or supplement thereto, or any proceeding for that purpose
shall have been initiated or threatened in any such court or by any such authority.
( c) (i) The Constitution of the State ofTexas shall be amended or an amendment shall
be proposed, or (ii) legislation shall be enacted, or (iii) a decision shall have been rendered as to
matters ofTexas law, or (iv) any order, ruling or regulation shall have been issued or proposed by
or on behalf of the State of Texas by an official, agency or department thereof, affecting the tax
status of the City, its property or income, its securities (including the Securities) or the interest
thereon, that in the judgment of the Authorized Representative would materially affect the market
price of the Securities.
( d) A general suspension of trading in securities shall have occuried on the New York
Stock Exchange.
EXHIBIT B
( e) There shall have occurred any (i) material outbreak of hostilities (including, without
limitation, an escalation of hostilities that existed prior to the date hereof or an act of terrorism) or:
(ii) material other national or international calamity or crisis, or any material adverse change in the
financial, political or economic conditions affecting the United States, the effect of which on U.S.
fmancial markets of such an event described in clauses (i) or (ii) shall make it, in the judgment of
the Authorized Representative, impractical or inadvisable to proceed with the offering or delivery
of the Securities as contemplated by the Final Official Statement ( exclusive of any amendment or
supplement thereto).
(f) An event described in Paragraph 6(j) hereof occurs that, in the opinion of the
Authorized Representative, requires a supplement or amendment to the Official Statement that is
deemed by them, in their discretion, to adversely affect the market for the Securities.
(g) A general banking moratorium shall have been declared by authorities of the United
States, the State of New York or the State of Texas.
(h) A lowering of the ratings of 11Aaa," "AAA" and "AAA," initially assigned to the
Securities by Moody's, S&P and Fitch, respectively, shall occur prior to the Closing.
10. Expenses. (a) The City shall pay all expenses incident to the issuance of the Securities,
including but not limited to: (i) the cost of the preparation, printing and distributionofthe Preliminary Official
Statement and the Official Statement; (ii) the cost of the preparation and printing of the Securities; (iii) the
fees m1d expenses ofBond Counsel to the City; (iv) the fees and disbursements of the City's accountants,
advisors, and of any other experts or consultants retained by the City; (v) the fees for the bond ratings and
any travel or other expenses incurred incident thereto; and (vi) the premium for municipal bond insurance
policy pertaining to the Securities.
(b) The Underwriters shall pay (i) all advertising expenses in connection with the offe1ing of
the Securities; (ii) the cost of the preparation and printing of all the underwriting documents; and (iii') the fee
of McCall, Parkhurst & Horton L.L.P. for such firm's opinion required by Paragraph 8(e)(6) hereof.
l l. Notices. Any notice orothercommunicationto be given to the City under this Purchase
Contract may be given by delivering the same in writing at the address for the City set forth above, and any
notice or other communication to be given to the Underwriters under this Purchase Contract may be given
by delivering the same in writing to UBS Financial Services Inc., 1111 Bagby, Suite 5100, Houston, Texas
77002, Attention: Craig Brast.
12. Parties in Interest This Purchase Contract is made solely for the benefit of the City and
the Underwriters (including the successors or assigns of any Underwriter) and no other person shall acquire
or have any right tmder this contract. The City's representations, warranties and agreements contained in
this Purchase Contract that exist as of the Closing, and without regard to any change in fact or circumstance
occurring subsequent to the Closing, shall remain operative and in full force and effect, regardless of (i) any
investigations made by:or on behalf of the Undeiwriters, and (ii) delivery of any payment for the. Securities
EXH1B'1f B
hereunder; and the City's representations and warranties contained in Paragraph 6 of this Purchase
Contract shall remain operative and in :foll force and effect, regardless of any termination of this Purchase.
Contract. ·
13. Severability. If any provision of this Purchase Cpntract shall be held or deemed to be
or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction
or jmisdictions, or in all jurisdictions because it conflicts with any provisions ofany constitution, statute, mle
of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision
in question invalid, inoperative or unenforceable in any other case or circumstances, or of rendering any
other provision inoperative or unenforceable to any extent whatever.
14. Choice of Law. This Purchase Contract shall be governed by and constrned in
accordance with the laws of the State of Texas.
15. Execution in Counterparts. This Purchase Contract may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties
hereto may execute this Purchase Contract by signing any such counterpart.
16. Section Headings. Section headings have been inserted in this Contract as a matter of
convenience of reference only, and it is agreed that such section headings are not a part of this Contract
and will not be used in the interpretation of any provisions of this Contract.
17. Status of the Underwriters. It is understood and agreed that for all purposes of this
Contract and the transactions contemplated hereby the Underwriters have, in their role as underwriters,
acted solely as independent contractors and have not acted as financial or investment advisors, fiduciaries
or agents to or for the City, whether directly or indirectly through any person. The City recognizes that the
Underwriters expect to profit from the acquisition and potential distribution of the Securities.
[Signature page follows.]
EXH\8\T B
18. Effective Date. This Purchase Contract shall become effective upon the execution of the
acceptance hereof by the Mayor of the City and shall be valid and enforceable as of the time of sue~•
acceptance.
Accepted:
This 28th day of August, 2003
By:
Mayor
City of Lubbock, Texas
Very truly yours,
UBS Financial Services Inc.
A.G. Edwards & Sons, Inc.
Citigroup Global Markets Inc.
Morgan Stanley & Co., Incorporated
Southwest Securities
Wachovia Bank, National Association
By: UBS Financial Services Inc.
Authorized Representative
By:
Name: Craig Brast
Title: First Vice President
EXHIBIT n· 11
EXHIBIT A
Schedule of Maturities, Interest Rates, Yields and Redemption Provisions
$13,270,000
City of Lubbock, Texas Tax and Electric Light and Power System
Surplus Revenue Certificates of Obligation, Series 2003
Maturity Principal Interest Rate Yield
(4/15} Amount {%} (%}
2004 $645,000 2.000 1.190
2005 480,000 2.000 1.430
2006 490,000 2.000 1.920
2007 495,000 2.500 2.390
2008 510,000 3.000 2.780
2009 525,000 3.250 3.160
2010 540,000 3.750 3.510
2011 565,000 4.000 3.800
2012 585,000 4.000 4.000
2013 610,000 4.125 4.170
2014 635,000 4.250 4.310
2015 660,000 4.375 4.440
2016 690,000 4.500 4.570
2017 720,000 4.600 4.670
2018 755,000 5.000 4.770
2019 790,000 4.750 4.870
2020 830,000 4.875 4.970
2021 870,000 5.000 5.020
2022 915,000 5.000 5.040
2023 . -960,000 5.000 5.050
Optional Redemption ... Toe City reserves the right, at its option, to redeem the Certificates having stated
maturities on and after April 15, 2013, in whole or in part in principal amounts of $5,000 or any integral
multiple thereof, on April 15, 2012, or any date thereafter, at the par value thereof plus accrued interest
to the date of redemption.
EXH\B\T ~
I I
$8,900,000
City of Lubbock, Texas Tax and Electric Light and Power System
Surplus Revenue Refunding Bonds, Series 2003
Maturity Principal Interest Yield
(4/15) Amount Rate{%) (¾)
2004 $435,000 2.000 1.236
2005 325,000 2.000 1.430
2006 330,000 2.000 1.920
2007 335,000 2.500 2.390
2008 345,000 2.750 2.780
2009 355,000 3.125 3.160
2010 365,000 3.375 3.510
2011 380,000 3.750 3.800
2012 390,000 4.000 4.000
2013 410,000 4.100 4.170
2014 425,000 4.200 4.310
2015 445,000 4.300 4.440
2016 460,000 4.400 4.570
2017 480,000 4.500 4.670
2018 505,000 5.000 · 4.770
2019 530,000 4.750 4.870
2020 555,000 4.875 4.970
2021 580,000 5.000 5.020
2022 610,000 5.000 5.040
2023 640,000 5.000 5.050
Optional Redemption . . . The City reserves the right, at its option, to redeem Bonds having stated
maturities on and after April 15, 2013, in whole or in part in p1incipal amounts of $5,000 or any integral
multiple thereof, on April 15, 2012, or any date thereafter, at the par value thereof plus accrued interest
to the date of redemption.
EXHlBlT B
' I
Principal amount
Net Aggregate Original Issuance Discount
Underwriters' Discount
Accrued Interest
Purchase Price
EXHIBITB'
PURCHASE PRICE CALCULATION
Certificates of Obligation
$13,270,000.00
(6,570.75)
(84,009.26)
67,683.75
Refunding Bonds
$13,247,103.74
EXH\Bll B
$8,900,000.00
(39,028.25)
(57,087.06)
44,692.66
$8,848,577.35
EXHIBITC-
OPINION OF THE CITY ATTORNEY
UBS Financial Services Inc.
A.G. Edwards & Sons, Inc.
Citigroup Global Markets Inc.
Morgan Stanley & Co., Incorporated
Southwest Securities
Wachovia Bank, National Association
c/o UBS Financial Services Inc.
c/o UBS Financial Services Inc.
1111 Bagby, Suite 5100
Houston, Texas 77002
September_, 2003
Re: $13,270,000 Tax and Electric Light and Power System Surplus Revenue Certificates of
Obligation, Series 2003
$8,900,000 Tax and Electric Light and Power System Surplus Revenue Refunding Bonds, Series
2003
Ladies and Gentlemen:.
I am the City Attorney for the City ofLubbock,·Texas (the "City") at the time of the issuance of
the above referenced series of Securities, in the aggregate principal amount of $22,170,000 ( collectively,
the "Securities"), pursuant to the provisions of the Ordinances duly adopted by the City Council of the City
on August 28, 2003. Capitalized tenns not otherwise defined in this opinion have the meanings assigned ·
in the Purchase Contract.
In my capacity as City Attorney to the City, I have reviewed such agreements, documents,
certificates, opinions, letters, and other papers as I have deemed necessary or appropriate in rendering the
opinions set forth below.
In making my review, I have assumed the authenticity of all documents and agreements ,submitted
to me as originals confonnityto the originals of all documents and agreements submitted to me as certified
or photostatic copies, the authenticity of the originals of such latter documents and agreements, and the
accuracy of the statement contained in such documents.
EXHIBIT .J
Based upon the foregoing, and subject to the qualifications and exceptions hereinafter set forth, I
am of the opinion that under the applicable laws of the United States of America and the State of Texas:
in force and effect on the date hereof:
1. Based on reasonable inquiry made of the responsible City employees and public officials, the City
is not, to the best of my knowledge, in breach of or in default under any applicable law or
administrative regulationofthe State ofTexas or the United States, or any applicable judgment or
decree or any trust agreement, loan agreement, bond, note, resolution. ordinance, agreement or .·
other instrument to which the City is party or is othervvise subject and, to the best of my knowledge
after due inquiry, no event has occurred and is continuing that, with the passage of time or the giving
of notice, or both, would constitute such a default by the City under any of the foregoing; and the
executionand delivery of the Purchase Contract, the Securities and the adoption of the Ordinances
and compliance with the provisions of eachofsuchagreements or instruments does not constitute
a breach ofor default under any applicable law or, to the best of my knowledge, any administrative
regulation of the State of Texas or the United States or any applicable judgment or decree or, to
the best of my knowledge, any trust agreement, loan agreement, bond, note, resolution, ordinance,
agreement or other instrument to which the City is a party or is otherwise subject; and
2. Except as disclosed in the Official Statement, no litigation is pending, or, to my knowledge,
threatened, in any court in any way ( a) challenging the titles of the Mayor or any of the other
members of the City Council to their respective offices; (b) seeking to restrain or enjoin the
issuance, sale or delivery of any of the Securities, or the levy, collection or application of the ad
valorem taxes and the Pledged Revenues pledged or to be pledged to pay the principal of and
interest on the Securities; ( c) contesting or affecting the validity or enforceability of the Securities,
the Ordinances, or the.Purchase Contract; (d) contesting the powers of the City or any autho1ity
for the issuance of the Securities, or the adoption of the Ordinances; or (e) that would have a
material and adverse effect on the financial condition of the City.
3. I have reviewed the information in the Official Statement contained under the caption "Other
Information-Litigation" and such information in all material respects accurately and fairly
summarizes the matters described therein.
This opinion is furnished solely for your benefit and may be relied upon only by the addresses
hereof or anyone to whom specific permission is given in writing by me.
Very truly yours,
EX!1lBIT. B :
ExhtbitD
Proposed Form of Underwriters' Counsel Opinion of
McCall, Parkhurst & Horton L.L.P.
UBS Firnmcial Services Inc.
A.G. Edwards & Sons, Inc.
Citigroup Global Markets Inc.
Morgan Stanley & Co., Incorporated
Southwest Securities
Wachovia Bank, National Association
c/o UBS Financial Services Inc.
1111 Bagby, Suite 5 I 00
Houston, Texas 77002
September_, 2003
Re: $13,270,000 Tax and Electric Light and Power System Surplus Revenue Ce1tificates of
Obligation, Series 2003
$8,900,000 Tax and Electric Light and Power System Surplus Revenue Refimding Bonds, Series
2003.
Ladies and Gentlemen:
We have acted as counsel for you as the underwriters of the Bonds and Certificates of Obligation
described above ( collectively, the "Securities"), issued under and pursuant to Ordinances of the City of
Lubbock, Texas (the "Issuer"), authorizing the issuance of the Securities, which Securities you are
purchasing pursuant to a Purchase Contract, dated August 28, 2003. All capitalized undefined tenns used
herein shall have the meaning set forth in the Purchase Contract.
In connection with this opinionletter, we have considered such matters oflaw and offact, and have
relied upon such Securities and other information furnished to us, as we have deemed appropriate as a basis
for our opinion set forth below. We are not expressing any opinion or views herein on the authorization,
issuance, delivery, validity of the Securities and we have assumed, but not independently verified, that the
signatures on all documents and Securities that we have examined are genuine.
Based on and subject to the foregomg, we are of the opinion that, under existing laws, the Securities
are not subject to the registration requirements of the Securities Act of 1933, as amended, and the
Ordinances are not required to be qualified under the Trust Indenture Act of 1939, as amended.
,EXHIBIT .. B
Because the primary purpose ofour professional engagement as your counsel was not to establish
factual matters, and because of the wholly or partially nonlegal character of many of the determinations:
involved in the preparation of the Official Statement dated August 28, 2003 ( the "Official Statement") and
because the information in the Official Statement under the headings "BOOK-ENTRY ONLY SYSTEM,"
"MUNICIPAL BOND INSURANCE," "TAX MATTERS," "CONTII\i1UING DISCLOSURE -
Compliance withP1i.or Undertakings'' and Appendices A, B, and C thereto were prepared by others who
have been engaged to review or provide such information, we are not passing on and do not assume any
responsibility for, except as set forth in the last sentence of this paragraph, the accuracy, completeness or
fairness of the statements contained in the Official Statement (including any appendices, schedules and
exhibits thereto) and we make no representation that we have independently verified the accuracy,
completeness or fairness of such statements. In the course of our review of the Official Statement, we had
discussions withrepresentltives of the City regarding the contents of the Offidal Statement In the course
of our participation in the preparation of the Official Statement as your c·ounsel, we bad discussions with
representatives of the Issuer, including its City Attorney, Bond Counsel and Financial Advisor, regarding
the contents of the Official Statement. In the course of such activities, no facts came to our attention that
would lead us to believe that the Official Statement (except for the financial statements and other financial
and statistical data contained therein, the information set forthunderthe headings "BOOK-ENTRY ONLY
SYSTEM,'' "MUNICIPAL BOND INSURANCE," "TAX MATTERS," "CONTINUING
DISCLOSURE-Compliance with Prior Undertaldngs" and Appendices A, B and C thereto, as to which
we express no opinion), as ofits date contained any untrue statement of a material fact or omitted to state
any material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
This opinion letter may be relied upon by only you and only in connection with the transaction to
which reference is made above and may not be used or relied upon by any other person for ruiy purposes
whatsoever without our prior written consent.
Respectfully,
L:,\n\B\l B
Exhibit C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION AND OPERATING DATA
The following information is referred to in Section 39 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
1. The financial statements of the City appended to the Official Statement
as Appendix B, but for the most recently concluded fiscal year.
2. The information under Tables 1 through 6 and 8A through 19 and 21
through 27.
Accounting Principles
The accounting principles referred to in such Section are the generally accepted
accounting principles as applicable to governmental units as prescribed by The Government
Accounting Standards Board.
45349068.1
I I
-' I
Ordinance No. 2003-00090
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS
COUNTY OF LUBBOCK
CITY OF LUBBOCK
§
§
§
§
§
I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY
as follows: ·
1. On the 28th day of August, 2003, the City Council of the City of Lubbock, Texas,
convened in regular session at its regular meeting place in the City Hall of said City; the duly
constituted members of the Council being as follows:
MARC McDOUGAL
VICTOR HERNANDEZ
vvT. J. PATTERSON
GARY BOREN
FRANK W. MORRISON
TOM MARTIN
V JIM GILBREATH
)
)
)
)
)
)
MAYOR
MAYOR PRO TEM
COUNCILMEMBERS
all of said persons were present at said meeting, except the following: ,,;v'Pt--""c
_______________ . Among other business considered at said meeting,
the attached ordinance entitled:
"AN ORDINANCE authorizing the issuance of "CITY OF LUBBOCK, TEXAS,
TAX AND ELECTRIC LIGHT AND POWER SYSTEM SURPLUS
REVENUE REFUNDING BONDS, SERIES 2003"; specifying the terms
and features of said bonds; providing for the payment of said bonds by
the levy of an ad valorem tax upon all taxable property within the City and
a pledge of the net revenues derived from the operation of the City's
Electric Light and Power System; resolving other matters incident and
related to the issuance, payment, security, sale and delivery of said
bonds, including the approval and execution of a Paying Agent/Registrar
Agreement; providing for the redemption of the bonds being refunded;
and providing an effective date."
was introduced and submitted to the Council for final passage and adoption. After presentation
and due consideration of the Ordinance, and upon a motion being made by ______ _
and seconded by . , the Ordinance was duly passed and adopted to
be effective immediately in accordance with the Section 1201.028 by the following vote:
~ u ~ 1 voted "For" __ voted "Against" 0 _ ___._ abstained
all as shown in the official Minutes of the Council for the meeting held on the aforesaid date.
45353000.1
2. The attached Ordinance is a true and correct copy of the original on file in the
official records of the City; the duly qualified and acting members of the City Council of said City
on the date of the aforesaid meetings are those persons shown above and, according to the
records of my office, advance notice of the time, place and purpose of each meeting was given
to each member of the Council; and that said meetings and the deliberation of the aforesaid
public business were open to the public and written notice of said meetings, including the
subject of the above entitled Ordinance, was posted and given in advance thereof in compliance
with the provisions of V.T.C.A., Government Code, Chapter 551, as amended.
IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal
of said City, this the 28th day of August, 2003. , ·
City Sec~etary '(
City of Lubbock, Texas
(City Seal)
45353000.1
' '
f I
Ordinance No. 2003-00090
Messrs. Fulbright & Jaworski L.L.P.
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201
August28,2003
Re: "City of Lubbock, Texas, Tax and Electric Light and Power System Surplus Revenue
Refunding Bonds, Series 2003", dated August 15, 2003 and "City of Lubbock, Texas,
Tax and Electric Light and Power System Surplus Revenue Certificates of Obligation,
Series 2003", dated August 15, 2003
Gentlemen:
In regard to the issuance and delivery of the captioned series of certificates of obligation
and bonds, you are authorized to date and deliver each of the following documents to the
purchasers thereof, to wit:
( 1 ) Signature and No-Litigation Certificates;
(2) Certificate as to Tax Exemption; and
(3) Closing Certificate;
Should any events or circumstances develop or occur prior to the delivery of such
documents to the purchasers which would cause any of the representations, warranties and
statements appearing in any of such instruments to be incorrect, misleading or inaccurate, the
City will notify you immediately of the same. You may thus be assured that, unless advised to
the contrary, the representations, warranties and agreements appearing in such documents are
true, accurate and complete in all respects at the time of the delivery of the above referenced
series of obligations.
Very truly yours,
45353095.1
Attorney General of Texas
P .0. Box 12548
Capitol Station
Austin, Texas 78711
Attention: Public Finance Division
August 28, 2003
Re: "City of Lubbock, Texas, Tax and Electric Light and Power System Surplus Revenue
Refunding Bonds, Series 2003", dated August 15, 2003
Ladies and Gentlemen:
Enclosed herewith is the Initial Bond of the above series and a Signature and
No-Litigation Certificate relating thereto, executed and complete except as to date.
When the record of proceedings relating to the issuance of the above referenced series
and the Initial Bond have been approved by your office, this will be your authority to date the
Signature and No-Litigation Certificate and deliver such Initial Bond to the Comptroller of Public
Accounts for registration. It is further requested that four (4) copies of your approving opinion
be included with the Initial Bond sent to the Comptroller.
Should there be a change in circumstances which would alter or modify the certifications
or recitals contained in such Certificate, particularly the absence of litigation or a change in the
office of Mayor or City Secretary, the undersigned or other official of the City will notify you at
once by telephone or other means. You may thus be assured that the certifications and
statements appearing in the Signature and No-Litigation Certificate are accurate and complete
at the time the Bonds are finally approved unless notice to the contrary has been given in the
manner aforementioned.
45353095.1
t I
Ms. Melissa Mora
Economic Analysis Center
Comptroller's Department
P. 0. Box 13528, Capitol Station
Austin, Texas 78711
August28,2003
Re: "City of Lubbock, Texas, Tax and Electric Light and Power System Surplus Revenue
Refunding Bonds, Series 2003", dated August 15, 2003
Dear Ms. Mora:
When the Initial Bond of the series described above has been received from the Attorney
General, please register the same on behalf of the City, ad when so registered, forward it by
overnight delivery to the firm of Fulbright & Jaworski L.L.P., 2200 Ross Avenue, Suite 2800,
Dallas, Texas 75201, Attention: Ed H. Esquivel, for further handling under our instructions to
them.
It is further requested that four copies of the approving opinion of the Attorney General
and Comptroller's Registration Certificate be enclosed with the Initial Bond when it is sent to
said firm.
f Lubbock, Texas
45353095.1