HomeMy WebLinkAboutOrdinance - 2020-O0053 - General Oblication Refunding Bonds - 03_24_2020Ordinance No.
ORDINANCE
relating to
CITY OF LUBBOCK, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
Adopted: March 24, 2020
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND O'T'HER PRELIMrNARY MATTERS
Section 1,01 Definitions .............................. ............................................................... . .......
Section1.02 Findings ..................... ...................................................................................... 4
Section 1.03 Table of Contents, Titles and Head ings ........................... . ...............................
Section 1.04 Interpretation........................................................... ..................................... ... .
ARTICLE II
SECURITY FOR THE BOLDS; INTEREST AND S INKIN0 FUND
Section2.01 Tax Levy ............................................................................................. .........
Section 2.02 Interest and Sinking Fund................................................................................ 6
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS
Section 3.01
Authorization ................................................................................................. 6
Section 3.02
Date, Denomination, Maturities and Interest .....................................................
6
Section 3.03
Medium, Method and Place of Payment .................................................. ......... 7
Section 3.04
Execution and Registration of Bonds................................................................
g
Section3.05
Ownership..... ....................................... ......................................... ...............
9
Section 3.06
Registration, Transfer and Exchange. ..............................................................
9
Section 3.07
Cancellation .................................................................................................
10
Section3.08
Temporary Bonds............................................................................................
W
Section 3,09
Section 3.10
Replacement Bonds ............................................................................. .... .
Book -Entry Only System ..................... . ......................................... .............
10
1 l
Section 3.11
Successor Securities Depositor}; Transfer Outside Book Entry Only
Section 3.12
System........................................................................... . ..............................
Payments to Cede & Co., ....................................,..,.........................,...........
12
l
ARTICLE 1V
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01
Limitation on Redemption... ..... ....... _-_ ......................... .......... ___ . .............
13
Section 4.02
Optional Redemption....................................................................................
13
Section 03
Mandatory Sinking Fuad Redemption...............................................................
13
Section 4.04
Partial Redemption..... � . ............. ................. ...... ........................................
13
Section 4.05
Notice of Redemption to Owners .......... . .... .... ............................................
14
Section 4.06
Payment Upon Redemption .... ........................................................., ...........
14
Section 4.07
Effect of Redemption........................................................... ...... _ ..................
15
Section 08
Lapse of Payment............................................................................................
15
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01
Appointment of Paying Agent/Registrar ............... ........................................
1
Section 5.02
Qualifications......................................... ............................. .................. ........ ..
1
Section 5.03
Maintaining Paying Agent/Registrar ..........................................................
1
Section5.04
Termination ........................................................................................ . ...........
1
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TABLE OF CONTENTS
(continued)
Page
Section 5.05 Notice of Chane to Owners............................................................................. 16
Section 5.06 Agreement to Perform Duties and Functions.. ............................ ... ................ l
Section 5.07 Delivery of Records to Successor..................................................................... 16
ARTICLE V1
FORM OF THE BOLDS
Section6.01 FormGenerally ......... .................... ...... ........ .............................................. - ... ... l
Section 6.02 CUSIP Registration ..................................................................................... l7
Section 6.03 Legal Opinion ............... ........................................................... ................ 17
Section 6.04 Statement of Insurance.. ..........................................-... ................................. 17
ARTICLE VII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 7.01 Sale of Bonds; Official Statement................................................................. 17
Section 7.02 Control and Delivery of Bonds ................... ..................................................... 1
Section 7.03 Deposit of Proceeds... ...... ............................................................... ........... 19
ARTICLE V111
INVESTMENTS
Section 8.01 lnvcstmcnts ................................................................... . .... ... .... . .......... 19
Section 8.02 lnvcstment Income.......................................................................................... 20
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9kl Payment of the Bonds............................................................................... 20
Section 9.42 Other Representations and Covenants................................................................ 20
Section 9.03 Covenants to Maintain Tax Exempt Status ................................................... 21
ARTICLE
DEFAULT AND REMEDIES
Section 10.01 Fvents of Default...............................--..................,....................................... 23
Section 10.02 Remedies for Default ...................................................................................., 24
Section 10.03 Remedies Not Exclusive................................................................... ....... ..... 24
ARTICLE XI
DISCHARGE
Section11,01 Discharge ........ ............................................................................................ 24
ARTICLE XI1
ONTINUING DI SC LOSUI E UN DERTAKIN G
Section I2.01 Annual Reports............................................................................................... 24
Section 12.02 Event Notices.............................................................................................. 2
Section 12.03 identifying Information..,.. ............................................................. . ............ 26
Section 12.04 Limitations, Disclaimers and Amendments .................... ........... ..................... -- 26
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TABLE OF CONTENT
(continued)
Page
ARTICLE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section 13.01 Amendments ............................................... ................................................... 27
Section 13,02 Attorney General Modification.................................................................... .. 8
ARTICLE XIV
REDEMPTION OF REFUNDED OBLIGATIONS
Section 14.01 Redemption of refunded Obligations................................................................. 28
Section 14.02 Defeasance Securities...............................................................................-......... 28
Section 14.01 Armngements for Defeasance of Refunded Obligations ....,,......- ....................... 8
Section 14.04 Notice of Redemption- ....... --,— ................................... ............ 29
ARTICLE XV
EFFECTIVE IMMEDIATELY
Section 15.01 Effective Immediately... ......................................... ............. 2 9
SCHEDULE 1 - REFUNDENG CANDIDATES .................. .................................... ...................
i-1
EXHIBIT A - DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL
INFORMATION ...................................................,.................................. A-1
EXHIBIT B SALE PARAMETER ................................................................................. B-1
EXHIBrF FORM OF THE BON DS ................................................................................ C-1
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AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, GENERAL OBLIGATION
REFUNDING BONDS, IN ONE OR MORE SERIES; LEVYING
A TAX IN PAYMENT THEREOF; PROVIDING FOR THE
AWARD OF THE SALE THEREOF IN ACCORDANCE WITH
SPECIFIED PARAMETERS; APPROVING AN OFFICIAL
STATEMENT; APPROVING EXECUTION OF A PURCHASE
CONTRACT; AND ENACTING OTHER PROVISIONS
RELATING THERETO
WHEREAS, there are presently outstanding certain obligations of the City of Lubbock,
Texas (the "City") described on Schedule I attached hereto (collectively, the "Refunding
Candidates");
WHEREAS, the City now desires to refund all or a portion of such Refunding Candidates
(such refunded obligations to be hereinafter referred to as the "Refunded Obligations");
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof,
together with any other available funds or resources, directly with the paying agent for any of the
Refunded Obligations or a trust company or commercial bank, and such deposit, if made before
such payment dates, shall constitute the making of firm banking and financial arrangements for
the discharge and final payment of the Refunded Obligations;
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with respect to the safekeeping, investment, reinvestment, administration and disposition of any
such deposit;
WHEREAS, the City Council hereby finds and determines that the refunding contemplated
by this Ordinance will benefit the City by providing present value debt service savings in an
amount or amounts to be certified in the Pricing Certificate (hereinafter defined) and that such
benefit is sufficient consideration for the issuance of refunding bonds, as provided by this
Ordinance, and the refunding of the Refunded Obligations;
WHEREAS, the City Council hereby finds and determines that it is necessary and in the
best interest of the City and its citizens that it authorize by this Ordinance the issuance of bonds,
in one or more series, the proceeds of which will be sufficient to (i) refund the Refunded
Obligations and (ii) pay costs of issuance of such bonds;
WHEREAS, the City is an "Issuer" within the meaning of Chapter 1371, Texas
Government Code ("Chapter 1371"), as amended, and the City Council desires to delegate,
pursuant to Chapter 1207 and Chapter 1371 and the parameters of this Ordinance, to the
Authorized Officer, the authority to approve the principal amount, the interest rate(s), the date(s)
of sale and the number of series, the price and the terms of the Bonds authorized hereby and to
otherwise take such actions as are necessary and appropriate to effect the sale of the Bonds and to
select the specific maturities or series of Refunding Candidates to be refunded;
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WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and public notice of the time, place and purpose of said meeting was given as
required by Chapter 551, Texas Government Code, as amended; therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01 Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in this
Ordinance, the following terms shall have the meanings specified below:
"Authorized Officer" means each of the Mayor, City Manager and the Chief Financial
Officer, acting individually.
"Bond" means any of the Bonds.
"Bond Date" means the date designated as the initial date of the Bonds by Section 3.02(a)
of this Ordinance.
"Bonds" means the City's bonds authorized to be issued by Section 3.01 of this Ordinance.
"Business Day" means any day other than a Saturday, Sunday or legal holiday or other day
on which banking institutions in the city where the Designated PaymentlTransfer Office of the
Paying Agent/Registrar is located are required or authorized by law or executive order to close.
"City" means the City of Lubbock, Texas.
"Closing Date" means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
enacted on or before the Issue Date.
Defeasance Securities" has the meaning assigned in the Escrow Agreement.
"Designated Payment/Transfer Office" means the Designated Payment/Transfer Office, as
designated in the Paying Agent/Registrar Agreement, or such other location designated by the
Paying Agent/Registrar.
"DTC" means The Depository Trust Company of New York, New York, or any successor
securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"EMMA" means the Electronic Municipal Market Access System.
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"Escrow Agreement" means an agreement referred to in Section 14.03 of this Ordinance.
"Event of Default" means any event of default as defined in Section 10.01 of this
Ordinance.
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation" shall not include municipal securities (as defined in the Securities Exchange
Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been
provided to the MSRB consistent with the Rule.
"Fiscal Year" means such fiscal year as shall from time to time be set by the City Council.
"Initial Bond" means the initial bond authorized by Section 3.04 of this Ordinance.
"Interest and Sinking Fund" means each interest and sinking fund or accounts established
by Section 2.02 of this Ordinance.
"Interest Payment Date" means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, as set forth in the
Pricing Certificate.
"Investment" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Issue Date" for each series of Bonds is the respective date on which such series of Bonds
is delivered against payment therefor.
"MSRB" means the Municipal Securities Rulemaking Board.
"Official Statement" means a document described in Section 7.01(c) prepared for
dissemination to potential investors in connection with the public offering and sale of the Bonds.
"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
"Paying Agent/Registrar" means the bank or trust company identified in the Paying
Agent/Registrar Agreement referred to in Section 5.01 of this Ordinance, or any successor thereto
as provided in this Ordinance.
"Preliminary Official Statement" means a document described in Section 7.01(c) prepared
for dissemination to potential investors prior to the availability of the final Official Statement.
"Pricing Certificate" means a certificate or certificates signed by an Authorized Officer
establishing the terms and features of each series of Bonds in accordance with Section 7.01 hereof
"Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations.
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"Purchase Contract" means any contract, agreement or investment letter pursuant to which
the Bonds of each series are sold to the Purchaser thereof.
"Purchaser" means the purchaser or purchasers of the Bonds of each series identified in the
Pricing Certificate.
"Record Date" means the date specified in the Pricing Certificate.
"Refunding Candidates" means the obligations of the City described in Schedule I attached
hereto.
"Refunded Obligations" means the Refunding Candidates designated as Refunded
Obligations in the Pricing Certificate.
"Register" means the Register specified in Section 3.06(a) of this Ordinance.
"Regulations" means the final or temporary Income Tax Regulations applicable to the
Bonds issued pursuant to Sections 141 through 150 of the Code. Any reference to a section of the
Regulations shall also refer to any successor provision to such section hereafter promulgated by
the Internal Revenue Service pursuant to Sections 141 through 150 of the Code and applicable to
the Bonds.
"Representation Letter" means the Blanket Letter of Representations between the City and
DTC.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date" means the Special Record Date prescribed by Section 3.03(b).
"Tax -Exempt Bonds" shall mean Bonds, the interest on which is excludable from gross
income for federal income tax purposes, as determined and set forth in the Pricing Certificate
therefor.
"Taxable Bonds" shall mean Bonds the interest on which is not excludable from gross
income for federal income tax purposes, as determined and set forth in the Pricing Certificate
therefor.
"Term Bonds" has the meaning set forth in Section 4.03 hereof
"Unclaimed Payments" means money deposited with the Paying Agent!Registrar for the
payment of principal of or interest on the Bonds as the same come due and payable and remaining
unclaimed by the Owners of such Bonds after the applicable payment or redemption date.
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Section 1.02 Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.03 Table of Contents, Titles and Headings.
The table of contents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Ordinance or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.04 Inte retation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa.
(b) Any action required to be taken on a date which is not a Business Day shall be done
on the next succeeding Business Day and have the same effect as if done on the date so required.
(c) Any duty, responsibility, privilege, power or authority conferred by this Ordinance
upon an officer shall extend to an individual who occupies such office in an interim, acting or
provisional capacity.
(d) This Ordinance and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.01 Tax Levy.
(a) Pursuant to the authority granted by the Texas Constitution and the laws of the State
of Texas, there shall be levied and there is hereby levied for the current year and for each
succeeding year thereafter while any of the Bonds or any interest thereon is outstanding and
unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the
City, at a rate sufficient, within the limits prescribed by law, to pay the debt service requirements
of the Bonds, being (i) the interest on the Bonds, and (ii) a sinking fund for their redemption at
maturity or a sinking fund of two percent (2%) per annum (whichever amount is greater), when
due and payable, full allowance being made for delinquencies and costs of collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year against all
property appearing on the tax rolls of the City most recently approved in accordance with law and
the money thus collected shall be deposited as collected to the Interest and Sinking Fund.
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(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed
irrevocably to the payment of the principal of and interest on the Bonds when and as due and
payable in accordance with their terms and this Ordinance.
(d) If the lien and provisions of this Ordinance shall be released in a manner permitted
by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately
reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be
suspended or appropriately reduced, as the facts may permit. In determining the aggregate
principal amount of outstanding Bonds, there shall be subtracted the amount of any Bonds that
have been duly called for redemption and for which money has been deposited with the Paying
Agent/Registrar for such redemption.
Section 2.02 Interest and Sinking Fund.
(a) A special fund or account for each series of Bonds (each, an "Interest and Sinking
Fund") shall be and is hereby created solely for the benefit of the Bonds of such series and each
such fund or account shall be maintained at an official depository bank of the City separate and
apart from all other funds and accounts of the City.
(b) Money on deposit in or required by this Ordinance to be deposited to the Interest
and Sinking Fund established for each series of Bonds shall be used solely for the purpose of
paying the interest on and principal of the Bonds of such series when and as due and payable in
accordance with their terms and this Ordinance.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01 Authorization.
The City's bonds (the "Bonds") are hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, including specifically Chapter
1207, Chapter 1371, and Article VIII of the City's Home -Rule Charter. The Bonds may be issued,
from time to time, in one or more series, on the dates and in the aggregate principal amount
designated in the Pricing Certificate therefor, for the purpose of (i) refunding the Refunded
Obligations and (ii) paying the costs of issuing the Bonds and refunding the Refunded Obligations.
The aggregate principal amount of all Bonds issued pursuant to this Ordinance shall not exceed
$57,590,000.
Bonds shall be issued as Taxable Bonds for the purpose of refunding Refunding Candidates
that the Authorized Officer determines are ineligible for refunding through the issuance of Tax -
Exempt Bonds. The allocation of principal amount between Tax -Exempt Bonds and Taxable
Bonds shall be determined by the Authorized Officer based on market conditions and the
Authorized Officer's determination of the amount required to fund the purposes described in this
Section 3.01.
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If the Bonds are issued in more than one series, the provisions of this Ordinance shall apply
to each such series in the manner, to the extent and subject to such terms and conditions as shall
be specified in the Pricing Certificate therefor.
Section 3.02 Date Denomination Maturities and Interest.
(a) The Bonds shall be dated the date set forth in the Pricing Certificate (the "Bond
Date"). The Bonds shall be in fully registered form, without coupons, in the denomination of
$5,000 or any integral multiple thereof, and shall be numbered separately from one upward, except
the Initial Bond, which shall be numbered T-1, or in such other manner provided in the Pricing
Certificate.
(b) The Bonds shall mature on the date or dates, in the years and in the principal
amounts set forth in the Pricing Certificate.
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or
prior redemption, from the later of the date set forth in the Pricing Certificate or the most recent
Interest Payment Date to which interest has been paid or provided for at the rates per annum for
each respective maturity specified in the Pricing Certificate. Such interest shall be payable on each
Interest Payment Date until maturity or prior redemption. Interest on the Bonds shall be calculated
on the basis of a three hundred sixty (360) day year composed of twelve (12) months of thirty (30)
days each, or on such other basis as set forth in the Pricing Certificate.
Section 3.03 Medium, Method and Place of Payment.
(a) The principal of and interest on the Bonds shall be paid in lawful money of the
United States of America.
(b) Interest on the Bonds shall be payable to the Owners as shown in the Register at
the close of business on the Record Date; provided, however, in the event of nonpayment of interest
on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") shall be established by the Paying Agent/Registrar, if and when
funds for the payment of such interest have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date," which shall be fifteen (15) days after the Special Record Date) shall be sent at least five
Business Days prior to the Special Record Date by first-class United States mail, postage prepaid,
to the address of each Owner of a Bond appearing on the Register at the close of business on the
last Business Day next preceding the date of mailing of such notice.
(c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent by
United States mail, first class postage prepaid, by the Paying Agent/Registrar to each Owner, at
the address thereof as it appears in the Register, or by such other customary banking arrangement
acceptable to the Paying Agent/Registrar and the Owner; provided, however, that the Owner shall
bear all risk and expense of such other banking arrangement. At the option of an Owner of at least
$1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the bank
account of such Owner on file with the Paying Agent/Registrar.
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(d) The principal of each Bond shall be paid to the Owner thereof on the due date
(whether at the maturity date or the date of prior redemption thereof) upon presentation and
surrender of such Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar.
(e) if the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agente'Registrar is located are required or
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking institutions
are required or 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 and no additional interest shall be due by reason
of nonpayment on the date on which such payment is otherwise stated to be due and payable.
(f) Unclaimed Payments shall be segregated in a special escrow account and held in
trust, uninvested by the Paying Agent/Registrar, for the accounts of the Owners of the Bonds to
which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed
Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable
payment or redemption date shall be applied to the next payment or payments on the Bonds
thereafter coming due and, to the extent any such money remains three years after the retirement
of all outstanding Bonds, shall be paid to the City to be used for any lawful purpose. Thereafter,
neither the City, the Paying Agent/Registrar nor any other person shall be liable or responsible to
any Owners of such Bonds for any further payment of such unclaimed monies or on account of
any such Bonds, subject to Title 6 of the Texas Property Code.
Section 3.04 Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and the City
Secretary, by their manual or facsimile signatures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of said officers,
and such facsimile seal on the Bonds shall have the same effect as if the official seal of the City
had been manually impressed upon each of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Bonds ceases to be such officer before the authentication of such Bonds or before the
delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for
all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated
by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It
shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar
sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed
Certificate of Paying Agent/Registrar described above, the Initial Bond delivered at the Closing
Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form
provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas,
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4127-1154-1539.
or by his duty authorized agent, which certificate shall be evidence that the Bond has been duly
approved by the Attorney General of the State of Texas, that it is a valid and binding obligation of
the City and that it has been registered by the Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Bond of each series reflecting the terms set forth
in the Pricing Certificate and representing the entire principal amount of all Bonds of such series,
payable in stated installments to the Purchaser, or its designee, executed by the Mayor and City
Secretary of the City by their manual or facsimile signatures, approved by the Attorney General,
and registered and manually signed by the Comptroller of Public Accounts, will be delivered to
the Purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall
cancel the Initial Bond and deliver a single registered, definitive Bond for each maturity, in the
aggregate principal amount thereof, to DTC on behalf of the Purchaser.
Section 3.05 Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of making
and receiving payment as provided herein (except interest shall be paid to the person in whose
name such Bond is registered on the Record Date or Special Record Date, as applicable), and for
all other purposes, whether or not such Bond is overdue, and neither the City nor the Paying
Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent of
the sums paid.
Section 3.06 Re istration Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall
provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar
with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar.
No transfer of any Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the
Designated Payment/Transfer Office of the Paying Agent/Registrar for a Bond or Bonds of the
same maturity and interest rate and in any denomination or denominations of any integral multiple
of $5,000 and in an aggregate principal amount equal to the unpaid principal amount of the Bonds
presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and
deliver Bonds exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/ Registrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
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the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such exchange Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration, subsequent
transfer, or exchange for any different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other
governmental charge that is authorized to be imposed in connection with the registration, transfer
or exchange of a Bond.
(f) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer,
or exchange any Bond called for redemption, in whole or in part, where such redemption is
scheduled to occur within forty five (45) calendar days after the transfer or exchange date;
provided, however, such limitation shall not be applicable to an exchange by the Owner of the
uncalled principal balance of a Bond.
Section 3.07 Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance,
and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and
delivered in accordance with this Ordinance, shall be cancelled and proper records shall be made
regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall
then return such cancelled Bonds to the City or may in accordance with law destroy such cancelled
Bonds and periodically furnish the City with certificates of destruction of such Bonds.
Section 3.08 Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the City may execute and, upon the City's request, the Paying
Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without
coupons, and with such appropriate insertions, omissions, substitutions and other variations as the
officers of the City executing such temporary Bonds may determine, as evidenced by their signing
of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying
Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in
exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Bonds in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
4127-1154-1539 1
Section 3.09 Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in
connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number
not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or
her ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other
governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original
Bond in lieu of which such replacement Bond was issued presents for payment such original Bond,
the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from
the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of
any loss, damage, cost or expense incurred by the City or the Paying Agent/Registrar in connection
therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Bond has become or is about to become due and payable, the Paying Agent; Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
4127-1154-1539.1
Section 3.10 Book -Entry Only System.
(a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the
Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The definitive Bonds
shall be initially issued in the form of a single separate fully registered certificate for each of the
maturities thereof.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown
on the Register, of any notice with respect to the Bonds, including any notice of redemption, or
(iii) the payment to any DTC Participant or any other person, other than a bondholder, as shown
in the Register of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Register as the absolute owner of such Bond for the purpose of payment of
principal of and interest on such Bonds, for the purpose of giving notices of redemption and other
matters with respect to such Bond, for the purpose of registering transfer with respect to such
Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
of and interest on the Bonds only to or upon the order of the respective owners, as shown in the
Register as provided in this Ordinance, or their respective attorneys duly authorized in writing,
and all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to payment of principal of and interest on the Bonds to the extent of the
sum or sums so paid. No person other than an Owner, as shown in the Register, shall receive a
certificate evidencing the obligation of the City to make payments of amounts due pursuant to this
Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., the word "Cede &
Co." in this Ordinance shall refer to such new nominee of DTC.
(c) An Authorized Officer is authorized and directed to execute and deliver the
Representation Letter applicable to the City's obligations (including the Bonds) delivered in book -
entry -only form to DTC as securities depository.
Section 3.11 Successor Securities Depository,' Transfer Outside Book -Ent Only
System.
In the event that the City determines that it is in the best interest of the City and the
beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC
discontinues the services described herein, the City shall (i) appoint a successor securities
depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of
1934, as amended, notify DTC and DTC Participants of the appointment of such successor
securities depository and transfer one or more separate Bonds to such successor securities
depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated
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Bonds and cause the Paying Agent/Registrar to transfer one or more separate registered Bonds to
DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names Owners transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Ordinance.
Section 3.12 Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of and interest on such Bonds, and all notices with respect to such Bonds, shall be made
and given, respectively, in the manner provided in the Representation Letter.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01 Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV and the Pricing Certificate.
Section 4.02 Optional Redemption.
(a) The City reserves the option to redeem Bonds in the manner provided in the Form
of Bond attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate.
(b) If less than all of the Bonds are to be redeemed pursuant to an optional redemption,
the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot, or by any other customary method that results
in a random selection, the Bonds, or portions thereof, within such maturity or maturities and in
such principal amounts for redemption.
(c) The City, at least forty-five (45) days before the redemption date, unless a shorter
period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar
of such redemption date and of the principal amount of Bonds to be redeemed.
Section 4.03 Mandatory Sinking Fund Redemption.
Bonds designated as "Term Bonds," if any, in the Pricing Certificate are subject to
scheduled mandatory redemption and will be redeemed by the City, out of moneys available for
such purpose in the Interest and Sinking Fund, in the manner provided in the Form of Bond
attached hereto as Exhibit C, with such changes as are required by the Pricing Certificate. Term
Bonds shall be subject to mandatory redemption at the price, on the dates, and in the respective
principal amounts set forth in the Pricing Certificate.
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Section 4.04 Partial Redemption.
(a) A portion of a single Bond of a denomination greater than $5,000 may be redeemed,
but only in a principal amount equal to $5,000 or any integral multiple thereof If such a Bond is to
be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Bond as
though it were a single Bond for purposes of selection for redemption.
(b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond
or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so
surrendered, such exchange being without charge.
(c) The Paying Agent/Registrar shall promptly notify the City in writing of the
principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed.
Section 4.05 Notice of Redem tion to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by United States mail, first class postage prepaid, not less than thirty (30) days
before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed,
at the address shown on the Register at the close of business on the Business Day next preceding
the date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at which
the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be
redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) The City reserves the right to give notice of its election or direction to redeem
Bonds under Section 4.02 conditioned upon the occurrence of subsequent events. Such notice may
state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities,
in an amount equal to the amount necessary to effect the redemption, with the Paying
Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption
date or (ii) that the City retains the right to rescind such notice at any time prior to the scheduled
redemption date if the City delivers a certificate of the City to the Paying AgentlRegistrar
instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice and
redemption shall be of no effect if such moneys and/or authorized securities are not so deposited
or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such
rescission of a conditional notice of redemption to the affected Owners. Any Bonds subject to
conditional redemption where redemption has been rescinded shall remain outstanding, and the
rescission shall not constitute an event of default. Further, in the case of a conditional redemption,
the failure of the City to make moneys and/or authorized securities available in part or in whole
on or before the redemption date shall not constitute an event of default.
(d) Any notice given as provided in this Section shall be conclusively presumed to have
been duly given, whether or not the Owner receives such notice.
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Section 4.06 Pa ment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar
from the City and shall use such funds solely for the purpose of paying the principal of and accrued
interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of and accrued interest on such Bond to the date of
redemption from the money set aside for such purpose.
Section 4.07 Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.05 of this
Ordinance and subject to any conditions or rights reserved by the City under Section 4.05(c), the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed
for redemption and, unless the City defaults in its obligation to make provision for the payment of
the principal thereof, or accrued interest thereon, such Bonds or portions thereof shall cease to bear
interest from and after the date fixed for redemption, whether or not such Bonds are presented and
surrendered for payment on such date.
(b) if the City shall fail to make provision for payment of all sums due on a redemption
date, then any Bond or portion thereof called for redemption shall remain outstanding and continue
to bear interest at the rate stated on the Bond until due provision is made for the payment of same
by the City.
Section 4.08 Lapse of Pa, moment.
Money set aside for the redemption of Bonds and remaining unclaimed by the Owners of
such Bonds shall be subject to the provisions of Section 3.03(f) hereof.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01 Appointment of Paying Agent,"Registrar.
The form of Paying Agent. -Registrar Agreement presented at the meeting at which this
Ordinance was approved and the appointment of the Paying Agent/Registrar identified therein are
hereby approved.
The Mayor is hereby authorized and directed to execute the Paying Agent/Registrar
Agreement with the Paying Agent/Registrar, specifying the duties and responsibilities of the City
and the Paying Agent/Registrar, in substantially the form presented at the meeting at which this
Ordinance was approved with such changes as may be approved by an Authorized Officer. The
signature of the Mayor shall be attested by the City Secretary.
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Section 5.02 Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under
the laws of the State of Texas, or any other entity duly qualified and legally authorized to serve as
and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.03 Maintaining Paying Agent/Registrar,
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City
will promptly appoint a replacement.
Section 5.04 Termination.
The City, upon not less than sixty (60) days' notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be
terminated written notice of such termination.
Section 5.05 Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by United States mail, first class postage
prepaid, at the address in the Register thereof, stating the effective date of the change and the name
and mailing address of the replacement Paying Agent/Registrar.
Section 5.06 Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions
of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar
prescribed thereby.
Section 5.07 Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent
books and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01 Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment
form to appear on each of the Bonds, (i) shall be generally in the form set forth in Exhibit C hereto,
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with such appropriate insertions, omissions, substitutions, and other variations as are permitted or
required by this Ordinance and the Pricing Certificate, and (ii) may have such letters, numbers, or
other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including any reproduction of an opinion of counsel) thereon as,
consistently herewith, may be determined by the City or by the officers executing such Bonds, as
evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds, if any, shall be typewritten, photocopied, printed,
lithographed, or engraved, and may be produced by any combination of these methods or produced
in any other similar manner, all as determined by the officers executing such Bonds, as evidenced
by their execution thereof
(d) The Initial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.02 CUSIP Registration.
The City or the Purchaser may secure identification numbers through CUSIP Global
Services, managed on behalf of the American Bankers Association by S&P Capital IQ, and may
authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however,
that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect
as regards the legality thereof and neither the City nor the attorneys approving said Bonds as to
legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds.
Section 6.03 Legal Opinion.
The approving legal opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, may
be attached to or printed on the reverse side of each Bond over the certification of the City
Secretary of the City, which may be executed in facsimile.
Section 6.04 Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, to be issued for any Bond
or Bonds may be printed on or attached to such Bond.
ARTICLE VII
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 7.01 Sale of Bonds, Official Statement.
(a) The Bonds shall be sold to the Purchaser in accordance with the terms of this
Ordinance, including this Section 7.01(a) and Exhibit B hereto, provided that all of the conditions
set forth in Exhibit B can be satisfied. As authorized by Chapter 1207, the Authorized Officer is
authorized to act on behalf of the City, upon determining that the conditions set forth in Exhibit B
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can be satisfied, in selling and delivering the Bonds, and carrying out the other procedures
specified in this Ordinance, including determining (i) the manner of sale (which may be by
private placement, negotiated or competitive sale, limited or public offering or any combination
thereof), (ii) the total aggregate principal amount and the number of series of the Bonds
(including the aggregate principal amount of each series of Bonds issued to effect the purposes
identified in Section 3.01 of this Ordinance), (iii) the date(s) on which the Bonds of each series
will be sold and delivered, (iv) whether to acquire bond insurance for the Bonds, (v) the price at
which the Bonds will be sold, (vi) the Refunding Candidates to be refunded by the Bonds, and
their redemption dates, (vii) the number and title or designation for the Bonds of each series to
be issued, (viii) whether particular Bonds will be issued as Tax -Exempt Bonds or Taxable Bonds
(ix) the form in which the Bonds shall be issued, (x) the dates on which the Bonds will mature,
the principal amount to mature in each year, the rate of interest to be borne by each such maturity,
the interest payment dates, and the initial date from which interest will accrue, (xi) the dates,
prices and other terms upon and at which the Bonds shall be subject to redemption prior to
maturity (including terms for optional and mandatory sinking fund redemption), and (xii) all
other terms and provisions of the Bonds and all other matters relating to the issuance, sale and
delivery thereof and the refunding of the Refunded Obligations, all of which shall be specified
in the Pricing Certificate.
The Authorized Officer may approve modifications to this Ordinance to conform to the
terms of the Bonds, as approved by the Authorized Officer, and execute any instruments,
agreements and other documents as the Authorized Officer shall deem necessary or appropriate in
connection with the issuance, sale and delivery of Bonds pursuant to this Ordinance.
The authority granted to the Authorized Officer under this Section 7.01(a) shall expire at
11;59 p.m., on the one-year anniversary following the date of adoption of this Ordinance (the
"Expiration Date"), unless otherwise extended by the City Council by separate action. Bonds sold
pursuant to a Purchase Contract (in the case of a private placement or negotiated sale) or winning
bid (in the case of a competitive offering) executed on or before the Expiration Date may be
delivered after such date.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
hereby determines that the delegation of the authority to the Authorized Officer to approve the
final terms and conditions of each series of the Bonds as set forth in this Ordinance is, and the
decisions made by the Authorized Officer pursuant to such delegated authority and incorporated
in a Pricing Certificate will be, in the best interests of the City and shall have the same force and
effect as if such determination were made by the City Council, and the Authorized Officer is
hereby authorized to make and include in a Pricing Certificate an appropriate finding to that effect.
Any finding or determination made by the Authorized Officer relating to the issuance and sale of
the Bonds and the execution of the Purchase Contract in connection therewith shall have the same
force and effect as a finding or determination made by the City Council.
(b) The Authorized Officer is hereby authorized and directed to execute and deliver the
Purchase Contract (in the case of a private placement or negotiated sale) or the winning bid (in the
case of a competitive offering) in the form and on the terms approved by the Authorized Officer
and all other officers, agents and representatives of the City are hereby authorized to do any and
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all things necessary or desirable to satisfy the conditions set out therein and to provide for the
issuance and delivery of the Bonds.
(c) The form and substance of the Preliminary Official Statement and any addenda,
supplement or amendment thereto, are hereby in all respects approved and adopted for use in
connection with the public offering and sale of each series of Bonds, with such appropriate
variations as shall be approved by the Authorized Officer, and the Preliminary Official Statement
is hereby deemed final as of its date within the meaning and for the purposes of paragraph (b)(1)
of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The Authorized Officer
is hereby authorized and directed to cause to be prepared a final Official Statement (the "Official
Statement") incorporating applicable pricing information and other terms pertaining to the Bonds,
and to execute the same by manual or facsimile signature and deliver appropriate numbers of
executed copies thereof to the Purchaser. The Official Statement as thus approved, executed and
delivered, with such appropriate variations as shall be approved by the Authorized Officer and the
Purchaser, may be used by the Purchaser in the public offering and sale of the Bonds. The use and
distribution of the Preliminary Official Statement, and the preliminary public offering of the Bonds
by the Purchaser, is hereby ratified, approved and confirmed. In the event the Bonds are sold
pursuant to a competitive sale, the Authorized Officer is hereby authorized to approve the
preparation and distribution of a notice of sale.
(d) All officers of the City are authorized to execute such documents, certificates,
receipts and other instruments as they may deem appropriate in order to consummate the delivery
of the Bonds in accordance with the terms of sale therefor including, without limitation, the
Purchase Contract.
(e) The obligation of the Purchaser to accept delivery of the Bonds is subject to the
closing conditions set forth in the Purchase Contract being satisfied, including specifically the
Purchaser being furnished with the final, approving opinion of Bond Counsel, which opinion shall
be dated as of and delivered on the Closing Date.
Section 7.02 Control and Delivery of Bonds.
(a) The Authorized Officer of the City is hereby authorized to have control of the Initial
Bonds and all necessary records and proceedings pertaining thereto pending investigation,
examination, and approval of the Attorney General of the State of Texas, registration by the
Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange
or transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the Purchaser under and subject to the general supervision and direction of the
Authorized Officer, against receipt by the City of all amounts due to the City under the terms of
sale.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tem and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tem and the Assistant City Secretary shall for
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the purposes of this Ordinance have the same force and effect as if such duties were performed by
the Mayor and City Secretary, respectively.
Section 7.03 Deposit of Proceeds.
Proceeds from the sale of the Bonds shall be applied in accordance with the provisions set
forth in the Pricing Certificate, which may provide for the creation of any special accounts deemed
necessary or appropriate by the Authorized Officer.
ARTICLE VIII
INVESTMENTS
Section 8.01 Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance and any special
accounts provided for in the Pricing Certificate pursuant to Section 7.03, at the City's option, may
be invested in such securities or obligations as permitted under applicable law. The Authorized
Officer, and any other officer of the City authorized to make investments on behalf of the City, are
hereby authorized and directed to execute and deliver, on behalf of the City, any and all investment
agreements, guaranteed investment contracts or repurchase agreements in connection with the
investment of moneys on deposit in the Interest and Sinking Fund and the special account provided
for in the Pricing Certificate pursuant to Section 7.03, but only to the extent such investment
agreements, guaranteed investment contracts or repurchase agreements are authorized investments
under applicable law.
(b) Any securities or obligations in which money in the Interest and Sinking Fund is so
invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the
proceeds of sale shall be timely applied to the making of all payments required to be made from
the fund from which the investment was made.
Section 8.02 Investment Income.
(a) Interest and income derived from investment of the Interest and Sinking Fund shall
be credited to such fund.
(b) Interest and income derived from investment of other funds to be deposited
pursuant to Section 7.03 hereof shall be credited to the fund or account where deposited or shall
be transferred to the Interest and Sinking Fund as shall be determined by the City Council.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01 Payment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the
Interest and Sinking Fund, money sufficient to pay such interest on and principal of the Bonds as
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will accrue or mature on the applicable Interest Payment Date, maturity date or date of prior
redemption.
Section 9.02 Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Bond; the City will promptly
pay or cause to be paid the principal of and interest on each Bond on the dates and at the places
and manner prescribed in such Bond; and the City will, at the times and in the manner prescribed
by this Ordinance, deposit or cause to be deposited the amounts of money specified by this
Ordinance.
(b) The City is duly authorized under the laws of the State of Texas to issue the Bonds;
all action on its part for the creation and issuance of the Bonds has been duly and effectively taken;
and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations
of the City in accordance with their terms.
Section 9.03 Covenants to Maintain Tax Exempt Status.
(a) For any Bonds for which the City intends that the interest on the Bonds shall be
excludable from gross income of the owners thereof for federal income tax purposes pursuant to
Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code"),
and all applicable temporary, proposed and final regulations (the "Regulations") and procedures
promulgated thereunder and applicable to the Tax -Exempt Bonds: For this purpose, the City
covenants that it will monitor and control the receipt, investment, expenditure and use of all gross
proceeds of the Tax -Exempt Bonds (including all property the acquisition, construction or
improvement of which is to be financed or refinanced directly or indirectly with the proceeds of
the Tax -Exempt Bonds) and take or omit to take such other and further actions as may be required
by Sections 103 and 141 through 150 of the Code and the Regulations to cause interest on the Tax -
Exempt Bonds to be and remain excludable from the gross income, as defined in Section 61 of the
Code, of the owners of the Tax -Exempt Bonds for federal income tax purposes. Without limiting
the generality of the foregoing, the City shall comply with each of the following covenants:
(i) The City will use all of the proceeds of the Tax -Exempt Bonds to (i)
provide funds for the purposes described in Section 3.01 hereof, and (ii) to pay the costs of
issuing the Tax -Exempt Bonds. Other than as described in Section 3.01 hereof, the City
will not use any portion of the proceeds of the Tax -Exempt Bonds to pay the principal of
or interest or redemption premium on, any other obligation of the City or a related person.
(ii) All property financed or refinanced with the proceeds of the Tax -Exempt
Bonds will be owned and operated by the City. The City will not directly or indirectly take
any action, or omit to take any action, which action or omission would cause the Tax -
Exempt Bonds to constitute "private activity bonds" within the meaning of Section 141(a)
of the Code.
(iii) Principal of and interest on the Tax -Exempt Bonds will be paid solely
from ad valorem taxes collected by the City and investment earnings on such collections.
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(iv) Based upon all facts and estimates now known or reasonably expected
to be in existence on the date the Tax -Exempt Bonds are delivered, the City reasonably
expects that the proceeds of the Tax -Exempt Bonds will not be used in a manner that would
cause the Tax -Exempt Bonds or any portion thereof to be an "arbitrage bond" within the
meaning of Section 148 of the Code.
(v) At all times while the Tax -Exempt Bonds are outstanding, the City will
identify and properly account for all amounts constituting gross proceeds of the Tax -
Exempt Bonds in accordance with the Regulations. The City will monitor the yield on the
investments of the proceeds of the Tax -Exempt Bonds and, to the extent required by the
Code and the Regulations, will restrict the yield on such investments to a yield which is
not materially higher than the yield on the Tax -Exempt Bonds. To the extent necessary to
prevent the Tax -Exempt Bonds from constituting "arbitrage bonds," the City will make
such payments as are necessary to cause the yield on all yield restricted nonpurpose
investments allocable to the Tax -Exempt Bonds to be less than the yield that is materially
higher than the yield on the Tax -Exempt Bonds.
(vi) The City will not take any action or knowingly omit to take any action
that, if taken or omitted, would cause the Tax -Exempt Bonds to be treated as "federally
guaranteed" obligations for purposes of Section 149(b) of the Code.
(vii) The City represents that not more than fifty percent (504.0) of the
proceeds of the obligations be refunded with the proceeds of the Tax -Exempt Bonds were
invested in nonpurpose investments (as defined in Section 148(f)(6)(A) of the Code)
having a substantially guaranteed yield for four years or more within the meaning of
Section 149(g)(3)(A)(ii) of the Code, and on the date of issue of the obligations being
refunded, the City reasonably expected that at least eighty-five percent (85%) of the
spendable proceeds of the obligations being refunded would be used to carry out the
governmental purpose of such obligations within the three-year period beginning on the
issue date of such obligations.
(viii) The City will take all necessary steps to comply with the requirement
that certain amounts earned by the City on the investment of the gross proceeds of the Tax -
Exempt Bonds, if any, be rebated to the federal government. Specifically, the City will (i)
maintain records regarding the receipt, investment, and expenditure of the gross proceeds
of the Tax -Exempt Bonds as may be required to calculate such excess arbitrage profits
separately from records of amounts on deposit in the funds and accounts of the City
allocable to other obligations of the City or moneys which do not represent gross proceeds
of any obligations of the City and retain such records for at least six years after the day on
which the last outstanding Bond is discharged, (ii) account for all gross proceeds under a
reasonable, consistently applied method of accounting, not employed as an artifice or
device to avoid in whole or in part, the requirements of Section 148 of the Code, including
any specified method of accounting required by applicable Regulations to be used for all
or a portion of any gross proceeds, (iii) calculate, at such times as are required by applicable
Regulations, the amount of excess arbitrage profits, if any, earned from the investment of
the gross proceeds of the Tax -Exempt Bonds and (iv) timely pay, as required by applicable
Regulations, all amounts required to be rebated to the federal government. In addition, the
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4127-1154-1534.1
City will exercise reasonable diligence to assure that no errors are made in the calculations
required by the preceding sentence and, if such an error is made, to discover and promptly
correct such error within a reasonable amount of time thereafter, including payment to the
federal government of any delinquent amounts owed to it, interest thereon and any penalty.
(ix) The City will not directly or indirectly pay any amount otherwise payable
to the federal government pursuant to the foregoing requirements to any person other than
the federal government by entering into any investment arrangement with respect to the
gross proceeds of the Tax -Exempt Bonds that might result in a reduction in the amount
required to be paid to the federal government because such arrangement results in a smaller
profit or a larger loss than would have resulted if such arrangement had been at arm's length
and had the yield on the Tax -Exempt Bonds not been relevant to either party.
(x) The City will timely file or cause to be filed with the Secretary of the
Treasury of the United States the information required by Section 149(e) of the Code with
respect to the Tax -Exempt Bonds on such form and in such place as the Secretary may
prescribe.
(xi) The City will not issue or use the Tax -Exempt Bonds as part of an
"abusive arbitrage device" (as defined in Section 1.148-10(a) of the Regulations). Without
limiting the foregoing, the Tax -Exempt Bonds are not and will not be a part of a transaction
or series of transactions that attempts to circumvent the provisions of Section 148 of the
Code and the Regulations, by (i) enabling the City to exploit the difference between tax-
exempt and taxable interest rates to gain a material financial advantage, or (ii) increasing
the burden on the market for tax-exempt obligations.
(xii) Proper officers of the City charged with the responsibility for issuing the
Tax -Exempt Bonds are hereby directed to make, execute and deliver certifications as to
facts, estimates or circumstances in existence as of the date of issuance of the Tax -Exempt
Bonds and stating whether there are facts, estimates or circumstances that would materially
change the City's expectations. On or after the date of issuance of the Tax -Exempt Bonds,
the City will take such actions as are necessary and appropriate to assure the continuous
accuracy of the representations contained in such certificates.
(xiii) The covenants and representations made or required by this Section are
for the benefit of the Bond holders and any subsequent Bond holder, and may be relied
upon by the Bond holders and any subsequent Bond holder and bond counsel to the City.
(b) In complying with the foregoing covenants, the City may rely upon an unqualified
opinion issued to the City by nationally recognized bond counsel that any action by the City or
reliance upon any interpretation of the Code or Regulations contained in such opinion will not
cause interest on the Tax -Exempt Bonds to be includable in gross income for federal income tax
purposes under existing law.
(c) Notwithstanding any other provision of this Order, the City's representations and
obligations under the covenants and provisions of this Section shall survive the defeasance and
discharge of the Tax -Exempt Bonds for as long as such matters are relevant to the exclusion of
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4127-1154-1534 1
interest on the Tax -Exempt Bonds from the gross income of the owners for federal income tax
purposes.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01 Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby
declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant,
agreement or obligation of the City, which default materially and adversely affects the
rights of the Owners, including but not limited to, their prospect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of sixty (60) days
after notice of such default is given by any Owner to the City.
Section 10.02 Remedies for Default.
(a) Upon the happening of any Event of Default, then any Owner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing the rights of the Owners under this
Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any
court of competent jurisdiction, for any relief permitted by law, including the specific performance
of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds then outstanding.
Section 10.03 Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in
equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to
accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
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ARTICLE XI
DISCHARGE
Section 11.01 Discharge.
Except as otherwise provided in the Pricing Certificate, the Bonds may be defeased,
discharged or refunded in any manner permitted by applicable law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01 Annual Reports.
(a) The City shall provide annually to the MSRB, (1) within six (6) months after the
end of each Fiscal year of the City, financial information and operating data with respect to the
City of the general type included in the final Official Statement authorized by Section 7.01 of this
Ordinance, being information of the type described in Exhibit A hereto, including financial
statements of the City if audited financial statements of the City are then available, and (2) if not
provided as part such financial information and operating data, audited financial statements of the
City, when and if available. Any financial statements to be provided shall be (i) prepared in
accordance with the accounting principles described in Exhibit A, or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation, and (ii) audited, if the City commissions an audit of such financial statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within twelve (12) months after any such Fiscal year end, then
the City shall file unaudited financial statements within such 12 -month period and audited financial
statements for the applicable Fiscal year, when and if the audit report on such financial statements
becomes available.
(b) If the City changes its Fiscal year, it will notify the MSRB 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.
(c) 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 referenced to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to the MSRB or filed with the SEC.
(d) An Authorized Officer is authorized to establish and implement written procedures
to ensure compliance with the reporting requirements imposed by this Section. Such procedures
may be modified and amended by the Authorized Officer from time to time to the extent the
modification or amendment of such procedures are deemed necessary, useful or appropriate.
Section 12.02 Event Notices.
(a) The City shall notify the MSRB, in a timely manner (not in excess of ten
(10) Business Days after the occurrence of an event), of any of the following events with respect
to the Bonds:
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25-4127-1154-1539.1
(i) principal and interest payment delinquencies;
(ii) nonpayment related defaults, if material;
(iii) unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of the Bonds,
or other material events affecting the tax status of the Bonds;
(vii) modifications to rights of Owners, if material;
(viii) redemption calls, if material, and tender offers;
(ix) defeasances;
(x) release, substitution, or sale of property securing repayment of the
Bonds, if material;
(xi) rating changes;
(xii) bankruptcy, insolvency, receivership or similar event of the City;
(xiii) the consummation of a merger, consolidation, or acquisition involving
the City or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material;
(xiv) appointment of a successor trustee or change in the name of the trustee,
if material;
(xv) Incurrence of a Financial Obligation of the City, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the City, any of which affect security holders, if material; and
(xvi) Default, event of acceleration, termination event, modification of terms,
or other similar events under the terms of a Financial Obligation of the City, any of which
reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (xii) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
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or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City, and (b) the City intends the words used in the immediately preceding
paragraphs (xv) and (xvi) and the definition of Financial Obligation in this Section to have the
same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885,
dated August 20, 2018.
(b) The City shall notify the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with Section 12.01 of this Ordinance
by the time required by such Section.
Section 12.03 Identifying Information.
All documents provided to the MSRB pursuant to this Article shall be provided in
electronic format and be accompanied by identifying information as prescribed by the MSRB.
Section 12.04 Limitations Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, 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 notice of
any Bond calls and any defeasances that cause the City to be no longer an "obligated person."
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, 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 Article 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 Article 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 OWNER
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 ARTICLE, 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.
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(c) No default by the City in observing or performing its obligations under this Article
shall constitute a breach of or default under the Ordinance for purposes of any other provisions of
this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit
the duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise 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 (i) the provisions
of this Article, 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 (ii) either (A) the Owners of a majority in aggregate principal amount (or any
greater amount required by any other provisions of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consent to such amendment or (B) an entity or individual
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 Owners and beneficial owners
of the Bonds. If the City so amends the provisions of this Article, it shall include with any amended
financial information or operating data next provided in accordance with Section 12.01 an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change
in type of financial information or operating data so provided.
ARTICLE XIII
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section 13.01 Amendments.
This Ordinance shall constitute a contract with the Owners, 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 consent of or notice to any Owners, from time to
time and at any time, amend this Ordinance in any manner not detrimental to the interests of the
Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission herein.
In addition, the City may, with the written consent of the Owners of the Bonds 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 Owners of outstanding
Bonds, no such amendment, addition, or rescission shall (i) extend the time or times of payment
of the principal of 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, or interest on the Bonds, (ii) give any preference to any Bond over any other Bond,
or (iii) reduce the aggregate principal amount of Bonds required to be held by Owners for consent
to any such amendment, addition, or rescission.
Section 13.02 Attorney General Modification.
In order to obtain the approval of the Bonds by the Attorney General of the State of Texas,
any provision of this Ordinance may be modified, altered or amended after the date of its adoption
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if required by the Attorney General in connection with the Attorney General's examination as to
the legality of the Bonds and approval thereof in accordance with the applicable law. Such
changes, if any, shall be provided to the City Secretary and the City Secretary shall insert such
changes into this Ordinance as if approved on the date hereof.
ARTICLE XIV
REDEMPTION OF REFUNDED OBLIGATIONS
Section 14.01 Redemption of Refunded Obligations.
(a) The City hereby calls the Refunded Obligations for redemption prior to maturity on
the dates and at the prices set forth in the Pricing Certificate.
(b) The Authorized Officer is hereby authorized and directed to cause a copy of this
Ordinance to be delivered to each paying agent/registrar for the Refunded Obligations, together
with the Pricing Certificate therefor, the delivery of which shall constitute notice of redemption
and notice of defeasance to such paying agent/registrar.
Section 14.02 Defeasance Securities.
The Authorized Officer is hereby authorized to make necessary arrangements for the
purchase of the Defeasance Securities, as may be necessary for the defeasance of the Refunded
Obligations and the application for the acquisition of the Defeasance Securities is hereby approved
and ratified.
Section 14.03 Arrangements for Defeasance of Refunded Obli ate ions.
The Authorized Officer may execute and deliver escrow agreements, deposit agreements
or similar agreements (each an "Escrow Agreement"), letters of instructions or any other
instruments relating to the safekeeping, investment, administration and disposition of moneys
deposited to effect the defeasance of the Refunded Obligations in such form and subject to such
terms and conditions as the Authorized Officer determines may be necessary or convenient to carry
out the intent and purpose of this Ordinance.
Section 14.04 Notice of Redemption.
Each paying agent/registrar for the Refunded Obligations is hereby authorized and directed
to give notice of redemption and deposit with respect to the Refunded Obligations as required
under the ordinance pursuant to which the Refunded Obligations were issued.
ARTICLE XV
EFFECTIVE IMMEDIATELY
Section 15.01 Effective Immediately.
Notwithstanding the provisions of the City Charter, this Ordinance shall become effective
immediately upon its adoption at this meeting pursuant to Section 1201.028, Texas Government
Code.
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4127-]154-1539.1
[Signature Page Follows.]
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4127-1154-1539 1
PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the 241h
day of March, 2020, at a regular meeting of the City Council of the City of Lubbock, Texas.
L",
DANIEL M. POPE, Mayor
ATTEST:
10jo /
REB ' CCA GARZA, City S cret
[SEAL]
APPROVED AS TO CONTENT:
D. BLU KO S LICH, Chief Financial Officer
APPR E AS TO FORM:
Jerry V. Vle, Jr., Bond Counsel
Signature Page for Ordinance
4127-1154-1539.1
SCHEDULEI
REFUNDING CANDIDATES
All outstanding maturities of the following obligations of the City:
• General Obligation Bonds, Series 2012
• General Obligation Refunding Bonds, Series 2012
• Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2013
• General Obligation Refunding and Improvement Bonds, Series 2013
• General Obligation Refunding Bonds, Series 2014
Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2014
• Tax and Waterworks System Surplus Revenue Certificates of Obligation, Series 2015
Schedule I-1
4127-1154-1534 1
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION*
The following information is referred to in Article XII 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 other
headings of the Official Statement referred to) below:
1. The portions of the financial statements of the City appended to the Official
Statement as APPENDIX B, but for the most recently concluded Fiscal year.
2. Statistical and financial data set forth in the Official Statement in "APPENDIX A -
FINANCIAL INFORMATION REGARDING THE CITY" (Tables 1-5 and 7-17).
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in Paragraph l above.
* Subject to any changes prescribed by the Pricing Certificate.
Exhibit A-1
4127-1154-1539.1
EXHIBIT B
SALE PARAMETERS
In accordance with Section 7.01(a) of the Ordinance, the following conditions with respect
to the Bonds must be satisfied in order for the Authorized Officer to act on behalf of the City in
selling and delivering the Bonds to the Purchaser:
(a) the price to be paid for the Bonds of any series shall not be less than 90% of the
aggregate principal amount of the Bonds of such series;
(b) the true interest cost of the Bonds of any series shall not exceed 4.50%, as
determined by the Pricing Officer;
(c) the final maturity date of the Bonds shall not exceed the final maturity date of the
Refunded Obligations;
(d) the principal amount of the Bonds of each series shall produce proceeds in an
amount sufficient, as determined by the Authorized Officer, to fund the purpose(s) identified in
Section 3.01 and such principal amount (when combined with the aggregate principal amount of
any other series of Bonds issued pursuant to this Ordinance) shall not exceed the maximum amount
authorized in Section 3.01; and
(e) the refunding of the Refunded Obligations shall result in (i) positive gross debt
service savings and (ii) net present value debt service savings of at least five percent (5.00%) of
the principal amount of the Refunded Obligations.
Exhibit B-1
4127-1154-1539.1
EXHIBIT C
FORM OF THE BONDS
The form of the Bond, including the form of the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and
the form of Assignment appearing on the Bonds, shall be generally as follows, provided, however,
that the substantially final form of the Bonds shall be set forth in or attached to the Pricing
Certificate and shall incorporate and reflect the final terms of the Bonds set forth in the Pricing
Certificate:
(a) Form of Bonds.
REGISTERED REGISTERED
No. $
United States of America
State of Texas
County of Lubbock
CITY OF LUBBOCK, TEXAS
GENERAL OBLIGATION REFUNDING BOND
[TAXABLE] SERIES 20 _
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:
o,o I
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
Ibi!l WWNI W
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from the
later of the Bond Date specified above or the most recent interest payment date to which interest
has been paid or provided for until payment of such principal amount has been paid or provided
for, 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 to be paid semiannually on February 15 and August 15 of each
year, commencing 2. All capitalized terms used herein but not defined shall have the
meaning assigned to them in the Ordinance (defined below).
' Information to be inserted from Pricing Certificate.
2 Information to be inserted from Pricing Certificate.
Exhibit C-1
4127-1154-1539.1
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at the
corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office") of The Bank
of New York Mellon Trust Company, National Association, the initial Paying Agent/Registrar or,
with respect to a successor Paying Agent/Registrar, at the Designated PaymentlTransfer Office of
such successor. Interest on this Bond is payable by check dated as of the interest payment date,
and will be mailed by the Paying Agent/Registrar to the registered owner at the address shown on
the registration books kept by the Paying Agent/Registrar or by such other customary banking
arrangement acceptable to the Paying Agent/Registrar and the registered owner; provided,
however, such registered owner shall bear all risk and expenses of such customary banking
arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds,
interest may be paid by wire transfer to the bank account of such Owner on file with the Paying
Agent/Registrar. For the purpose of the payment of interest on this Bond, the registered owner
shall be the person in whose name this Bond is registered at the close of business on the "Record
Date," which shall be the last Business Day of the month next preceding such interest payment
date; provided, however, that in the event of nonpayment of interest on a scheduled payment date
and for 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 (the "Special Payment Date," which shall be 15 days after
the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date
by first-class United States mail, postage prepaid, to the address of each owner of a Bond appearing
in the registration books of the Paying Agent/Registrar at the close of business on the last Business
Day next preceding the date of mailing of such notice.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by
law or executive order to close, the date for such payment shall be the next succeeding day that is
not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or
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 and no additional interest shall be due by reason of nonpayment
on the date on which such payment is otherwise stated to be due and payable.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in
the aggregate principal amount of $ 3 (herein referred to as the "Bonds"), issued
pursuant to a certain ordinance of the City (the "Ordinance") for the purposes of providing funds
with which to refund certain outstanding obligations of the City, and to pay the costs of issuing the
Bonds.
[The City has reserved the option to redeem the Bonds maturing on or after February 15,
20_, in whole or in part, before their respective scheduled maturity dates, on , 20_, or
on any date thereafter, at a price equal to the principal amount of the Bonds so called for
redemption plus accrued interest to the date fixed for redemption. If less than all of the Bonds are
to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be
' Information to be inserted from Pricing Certificate.
Exhibit C-2
4127-1154-1539 1
redeemed and shall direct the Paying Agent/Registrar to call by lot or other customary method that
results in a random selection the Bonds, or portions thereof, within such maturity and in such
principal amounts, for redemption] [Bonds maturing on February 15 in each of the years
through , inclusive (the "Term Bonds"), are subject to mandatory sinking fund redemption
prior to their scheduled maturity, and will be redeemed by the City, in part at a redemption price
equal to the principal amount thereof, without premium, plus interest accrued to the redemption
date, on the dates and in the principal amounts shown in the following schedule:
Term Bonds Maturing February 15, 20
Redemption Date Principal Amount
February 15, 20
February 15, 20 _
February 15, 20..._ (maturity)
The Paying Agent/Registrar will select by lot or by any other customary method that results
in a random selection the specific Term Bonds (or with respect to Term Bonds having a
denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory
redemption. The principal amount of Term Bonds required to be redeemed on any redemption
date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be
reduced, at the option of the City, by the principal amount of any Bonds which, at least forty-five
(45) days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the
City at a price not exceeding the principal amount of such Bonds plus accrued interest to the date
of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have
been redeemed pursuant to the optional redemption provisions hereof and not previously credited
to a mandatory sinking fund redemption.'
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Bonds to be redeemed in whole or in part. In the Ordinance, the City reserves the
right in the case of an optional redemption to give notice of its election or direction to redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such
other entity as may be authorized by law, no later than the redemption date or (ii) that the City
retains the right to rescind such notice at any time prior to the scheduled redemption date if the
City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Bonds subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
Insert mandatory sinking fund redemption provisions, if any, and revise as necessary to conform to the Pricing
Certificate.
Exhibit C-3
4127-1154-1534 1
moneys and/or authorized securities available in part or in whole on or before the redemption date
shall not constitute an event of default.]'
As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond
is transferable upon surrender of this Bond for transfer at the designated office of the Paying
Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar; thereupon, one or more new fully registered Bonds of the same stated maturity,
of authorized denominations, bearing the same rate of interest, and for the same aggregate principal
amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within
forty five (45) calendar days of the transfer or exchange date; provided, however, such limitation
shall not be applicable to an exchange by the registered owner of the uncalled principal balance of
a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the
Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this
Bond be overdue, and neither the City nor the Paying Agent/Registrar shall be affected by notice
to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series
of which it is a part is duly authorized by law; that all acts, conditions and things required to be
done precedent to and in the issuance of the Bonds have been properly done and performed and
have happened in regular and due time, form and manner, as required by law; and that ad valorem
taxes upon all taxable property in the City have been levied for and pledged to the payment of the
debt service requirements of the Bonds, within the limit prescribed by law; and that the total
indebtedness of the City, including the Bonds, does not exceed any constitutional or statutory
limitation.
s Insert mandatory sinking fund redemption provisions, if any, and conform as necessary to the Pricing Certificate.
Exhibit G4
412"-1154-1539.1
IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile
signature of the City Secretary, and the official seal of the City has been duly impressed or placed
in facsimile on this Bond.
Mayor, City of Lubbock, Texas
City Secretary,
City of Lubbock, Texas
[SEAL]
(b) Form of Comptroller's Registration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive
Bonds if such certificate on the Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by
law, that he finds that it has been issued in conformity with the Constitution and laws of the State
of Texas, and that it is a valid and binding obligation of the City of Lubbock, Texas, and that this
Bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
(SEAL] Comptroller of Public Accounts of the State
of Texas
(c) Form of Certificate of Paying A entlRe istrar. The following Certificate of Paying
Agent/Registrar may be deleted from the Initial Bond if the Comptroller's Registration Certificate
appears thereon.
Exhibit C-5
4127-1154-1539.1
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent:'Registrar show that the Initial Bond of this series of Bonds
was approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts of the State of Texas, and that this is one of the Bonds referred to in the within -
mentioned Ordinance.
[BANK]
as Paying Agent/Registrar
Dated: By:
(d) Form of Assi nment.
ASSIGNMENT
Authorized Signatory
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
hereunder and hereby irrevocably constitutes and appoints attorney to
transfer the within Bond on the books kept for registration hereof, with full power of substitution
in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory
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 and must
be guaranteed in a manner acceptable to the
Paying Agent/Registrar.
(e) The Initial Bond shall be in the form set forth in paragraphs (a), (b) and (d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below"; and
(ii) in the first paragraph of the Bond, the words "on the Maturity Date
specified above" shall be deleted and the following will be inserted: "on February 15 in
Exhibit C-6
4127-1154-1539.1
each of the years, in the principal installments and bearing interest at the per annum rates
in accordance with the following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from the Pricing Certificate
pursuant to Section 3.02 of this Ordinance)
Exhibit C-7
4127-1154-1539.1
MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
STATE OF TEXAS §
COUNTY OF LUBBOCK §
CITY OF LUBBOCK §
On the 24th day of March, 2020, the City Council of the City of Lubbock, Texas, convened
in a regular meeting at the regular meeting place thereof, the meeting being open to the public and
notice of said meeting, giving the date, place and subject thereof, having been posted as prescribed
by Chapter 551, Texas Government Code, as amended; and the roll was called of the duly
constituted officers and members of the City Council, which officers and members are as follows:
Daniel M. Pope, Mayor Juan A. Chadis )
Jeff Griffith, Mayor Pro Tem Shelia Patterson Harris ) Members of
Latrelle Joy ) the Council
Steve Massengale )
Randy Christian )
and all of said persons were present except N/A , thus constituting a quorum. Whereupon,
among other business, a written Ordinance bearing the following caption was introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF LUBBOCK, TEXAS, GENERAL OBLIGATION
REFUNDING BONDS, IN ONE OR MORE SERIES; LEVYING
A TAX IN PAYMENT THEREOF; PROVIDING FOR THE
AWARD OF THE SALE THEREOF IN ACCORDANCE WITH
SPECIFIED PARAMETERS; APPROVING AN OFFICIAL
STATEMENT; APPROVING EXECUTION OF A PURCHASE
CONTRACT; AND ENACTING OTHER PROVISIONS
RELATING THERETO
The Ordinance, a full, true and correct copy of which is attached hereto, was read and
reviewed by the City Council. Thereupon, it was duly moved and seconded that the Ordinance be
passed and adopted.
The Presiding Officer put the motion to a vote of the members of the City Council, and the
Ordinance was passed and adopted by the following vote:
AYES: Z NOES: 0 ABSTENTIONS: 0
4140-1598-0835 1
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to
correctly reflect the duly constituted officers and members of the City Council of said City, and
the attached and following copy of said Ordinance is hereby certified to be a true and correct copy
of an official copy thereof on file among the official records of the City, all on this the 24th day of
March, 2020.
City, ecretary
City o ubbock, Texas
[SEAL]
4140-1598-0833 1
PRICING CERTIFICATE
City of Lubbock, Texas
General Obligation Refunding Bonds Taxable Series 2020
Re: City of Lubbock, Texas General Obligation Refunding Bonds, Taxable Series 2020 (the
"Bonds")
I, the undersigned Chief Financial Officer for the City of Lubbock, Texas (the "City"), do hereby
make and execute this Pricing Certificate pursuant to an Ordinance adopted by the City Council of the
City on March 24, 2020 (the "Ordinance") authorizing the issuance of the Bonds. Capitalized terms
used in this Pricing Certificate shall have the meanings given such terms in the Ordinance.
1. As authorized by Section 7.01 of the Ordinance, I have acted on behalf of the City in selling the
Bonds to (the "Purchaser") pursuant to the terms of a purchase contract in substantially the form
accepted, approved, and authorized pursuant to Section 7.01 of the Ordinance, for the sum of $ _
(representing the principal amount of the Bonds and less an underwriters' discount of $ ), and
having the following terms, conditions, and provisions, all as authorized pursuant to Section 7.01 of the
Ordinance:
A. The Bonds shall be issued in the aggregate principal amount of $ , are dated ,
2020 (the "Bond Date"), bear interest from their date of delivery, and shall mature on February 15 in
each of the years 20_ through and including 20_, in the principal amounts and bear interest payable
on August 15 and February 15 of each year, commencing , 2020, at the rates set forth in the
following schedule:
Principal Principal
Year Installment Interest Rate Year Installment Interest Rate
B. Optional Redemption. The Bonds maturing on and after February 15, 20 are subject
to optional redemption, in whole or from time to time, in part, in integral multiples of $5,000 on
February 15, 20_, or on any date thereafter, at a redemption price of par, plus accrued interest to the
date fixed for redemption.
C. In accordance with the parameters contained in Section 7.01 and Exhibit B of the
Ordinance, the undersigned does hereby find, certify, and represent that the foregoing terms of the Bonds
satisfy the following requirements and parameters contained within such Section 7.01 and Exhibit B:
(i) the price to be paid for the Bonds is not less than 90% of the aggregate
principal amount of the Bonds;
4142-8441-6291 1
(ii) the true interest cost of the Bonds does not exceed 4.00%;
(iii) the final maturity for the Bonds is February 15, 20 , which does not
exceed the final maturity date of the Refunded Obligations;
(iv) the aggregate principal amount of the Bonds produces proceeds in an
amount sufficient to fund the purposes described in Section 3.01 of the Ordinance and the
aggregate principal amount of the Bonds (which are the only series of bonds issued pursuant to
the Ordinance) does not exceed $ , which is the maximum amount authorized in Section
3.01 of the Ordinance; and
(v) as shown in Schedule I attached hereto, the refunding of the Refunded
Obligations results in positive gross debt service savings and net present value savings of $
(which represents —'"% of the principal amount of the Refunded Obligations), which is at
least eight percent (8%) of the principal amount of the Refunded Obligations.
2. The Refunded Obligations consist of those Refunding Candidates described in Schedule. 11
attached hereto.
3. The proceeds of the Bonds shall be applied as follows:
A. $ -"of the proceeds from the sale of the Bonds shall be deposited and shall be applied
as provided in the Escrow Agreement; and
B. $ of the proceeds of the Bonds shall be deposited to a special account of the City
and used to pay costs of issuance of the Bonds.
4. The Bonds shall be issued substantially in the form attached hereto as Exhibit A.
5. The undersigned hereby finds that the terms and conditions of the sale of the Bonds are in the
best interest of the City and are the most advantageous reasonably available to the City.
[SIGNATURE PAGE FOLLOWS]
4142-8441-6291 1
Executed as of the day of
{
�14 60992'�
Authorized Officer
[Signature Page for Pricing Certificate for GO Refunding Bonds, Taxable Series 2020]
4142-8441-6241 1
SCHEDULEI
SAVINGS
Schedule I-1
4142-8441-6291 1
SCHEDULE II
REFUNDED OBLIGATIONS
Schedule II -1
4142-8441-6291.1
EXHIBIT A
The form of the Bond, including the form of the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and
the form of Assignment appearing on the Bonds, shall be generally as follows:
(a) Form of Bonds.
REGISTERED
No.
United States of America
State of Texas
County of Lubbock
CITY OF LUBBOCK, TEXAS
GENERAL OBLIGATION REFUNDING BOND
TAXABLE SERIES 2020
INTEREST RATE: MATURITY DATE: BOND DATE
February 15, 20_ , 2020
REGISTERED
CUSIP NUMBER:
The City of Lubbock (the "City"), in the County of Lubbock, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from the
later of , 2020 or the most recent interest payment date to which interest has been paid or
provided for until payment of such principal amount has been paid or provided for, at the per
annum rate of interest specified above, computed on the basis of a three hundred sixty (360) day
year of twelve (12) thirty (30) day months, such interest to be paid semiannually on February 15
and August 15 of each year, commencing , 2020. All capitalized terms used herein but not
defined shall have the meaning assigned to them in the Ordinance (defined below).
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at the
corporate trust office in Dallas, 'texas (the "Designated Payment/Transfer Office") of The Bank
of New York Mellon Trust Company, N.A., as Paying Agent. -Registrar or, with respect to a
successor Paying Agent Registrar, at the Designated Payment/Transfer Office thereof. Interest on
this Bond is payable by check dated as of the interest payment date, and will be mailed by the
Paying Agent,' Registrar to the registered owner at the address shown on the registration books kept
by the Paying Agent/Registrar or by such other customary banking arrangement acceptable to the
Exhibit A-1
4142-8441-15291
Paying Agent/Registrar and the registered owner; provided, however, such registered owner shall
bear all risk and expense of such other banking arrangement. For the purpose of the payment of
interest on this Bond, the registered owner shall be the person in whose name this Bond is
registered at the close of business on the "Record Date," which shall be the last business day of
the month next preceding such interest payment date; provided, however, that in the event of
nonpayment of interest on a scheduled payment date and for 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
(the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent
at least five business days prior to the Special Record Date by first-class United States mail,
postage prepaid, to the address of each owner of a Bond appearing in the registration books of the
Paying Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by
law or executive order to close, the date for such payment shall be the next succeeding day which
is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or
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 and no additional interest shall be due by reason of nonpayment
on the date on which such payment is otherwise stated to be due and payable.
This Bond is one of a series of fully-registered bonds specified in the title hereof issued in
the aggregate principal amount of $ _ (herein referred to as the "Bonds"), issued pursuant to
a certain Ordinance of the City (the "Ordinance") for the purposes of providing funds with which
to refund certain outstanding obligations of the City and to pay the costs of issuing the Bonds.
The City has reserved the option to redeem the Bonds maturing on or after February 15,
20 , in whole or in part, before their respective scheduled maturity dates, on February 15, 20_,
or on any date thereafter, at a price equal to the principal amount of the Bonds so called for
redemption plus accrued interest to the date fixed for redemption. If less than all of the Bonds are
to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be
redeemed and shall direct the Paying Agent.Registrar to call by lot or other customary method that
results in a random selection the Bonds, or portions thereof, within such maturity and in such
principal amounts, for redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered owner
of each of the Bonds to be redeemed in whole or in part. In the Ordinance, the City reserves the
right in the case of an optional redemption to give notice of its election or direction to redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such
other entity as may be authorized by law, no later than the redemption date or (ii) that the City
retains the right to rescind such notice at any time prior to the scheduled redemption date if the
Exhibit A-2
4142-8441-6291 1
City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded.
The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice
of redemption to the affected owners. Any Bonds subject to conditional redemption where
redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an
event of default. Further, in the case of a conditional redemption, the failure of the City to make
moneys and/or authorized securities available in part or in whole on or before the redemption date
shall not constitute an event of default.
As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond
is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office
of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable
to the Paying Agent/Registrar; thereupon, one or more new fully registered Bonds of the same
stated maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within
forty-five (45) calendar days after the transfer or exchange date; provided, however, such
limitation shall not be applicable to an exchange by the registered owner of the uncalled principal
balance of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the
Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this
Bond be overdue, and neither the City nor the Paying Agent,' Registrar shall be affected by notice
to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series
of which it is a part is duly authorized by law; that all acts, conditions and things required to be
done precedent to and in the issuance of the Bonds have been properly done and performed and
have happened in regular and due time, form and manner, as required by law; and that ad valorem
taxes upon all taxable property in the City have been levied for and pledged to the payment of the
debt service requirements of the Bonds, within the limit prescribed by law; and that the total
indebtedness of the City, including the Bonds, does not exceed any constitutional or statutory
limitation.
IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile
signature of the City Secretary, and the official seal of the City has been duly impressed or placed
in facsimile on this Bond.
Exhibit A-3
4142-$441.6291.1
Mayor, City of Lubbock, Texas
City Secretary,
City of Lubbock, Texas
[SEAL]
Exhibit A-4
4142-8441-6291 1
(b) Form of Comptroller's Registration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive
Bonds if such certificate on the Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS &
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by
law, that he finds that it has been issued in conformity with the Constitution and laws of the State
of Texas, and that it is a valid and binding obligation of the City of Lubbock, Texas, and that this
Bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
[SEAL]
Exhibit A-5
4142-8441-6291.1
Comptroller of Public Accounts
of the State of Texas
(c) Form of Certificate of Pang Agent/Registrar. The following Certificate of Paying
Agent/Registrar may be deleted from the Initial Bond if the Comptroller's Registration Certificate
appears thereon.
CERTIFICATE OF PAYING AGENTIREGISTRAR
The records of the Paying AgentlRegistrar show that the Initial Bond of this series of Bonds
was approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts of the State of Texas, and that this is one of the Bonds referred to in the within
mentioned Ordinance.
Dated:
(d) Form of Assignment.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Paying Agent/Registrar
By: -
Authorized Signatory
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 hereunder and hereby irrevocably constitutes and appoints attorney
to transfer the within Bond on the books kept for registration hereof, with full power of substitution
in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory
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 and must be
guaranteed in a manner acceptable to the
Paying Agent/Registrar.
(e) The Initial Bond shall be in the form set forth in paragraphs (a), (b) and (d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below" and the heading "CUSIP NUMBER" shall be deleted; and
Exhibit A-6
4142-8441-6291 1
(ii) in the first paragraph of the Bond, the words "on the Maturity Date specified
above, the sum of DOLLARS" shall be deleted and the following will be
inserted: "on February 15 in each of the years, in the principal installments and bearing
interest at the per annum rates in accordance with the following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from the Pricing Certificate
pursuant to Section 3.02 of this Ordinance)
Exhibit A-7
4142-8441-6291.1
PAYING AGENT/REGISTRAR AGREEMENT
between
CITY OF LUBBOCK, TEXAS
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Pertaining to
City of Lubbock, Texas
General Obligation Refunding Bonds,
Taxable Series 2020
Dated as of October S, 2020
4142-1730-7427.1
TABLE OF CQ( LTENT
Page
ARTICLE I APPOINTMENT OF BAN K AS PAYING AGENT AND REG ISTRA .................I
Section1.01. Appointment ............................................................... ....... .................... . .l
Section 1.02. Compensation.................................. ...................................................... ........... l
ARTICLE It DEFINITIONS--. � .................... ................................................................... .
Section2.01. Definitions ............................................ ....... .......................... . . . .... ............2
ARTICLE III PAYIN0 AGENT............... . ....................................................... ..............3
Section 3.01, Duties of Paying Agent........................................................................ , .......3
Section 3.02. Payment Dates............................................................................... . ...........3
Section 3.03. Merger, Conversion, Consolidation, or Succession...... ........... ........ ............. -.4
ARTICLE1V RECISTRAR................................................................................ . .................4
Section 4,01. Transfer and Exchange ........... ........................... ..... ...................................4
Section4.02. The Bonds ...... .................... ............................................................................... 4
Section4.03. Form of Register ....................... ........... ................................................ ...........4
Section 4.04, List of Owners....... ......................... ....................................... .......................... 5
Section 4,05. Cancellation of Bonds...............................................................................
Section 4.06. Mutilated, Destroyed, Lost, or Stolen Bonds-.. ................................ ......�
Section 4.07. Transaction Information to Issuer ........... -.................................... ...................
ARTICLE V THE BANK .................................................................................................. . .f
Section 5.01. Duties of Bank .. ............................................................................... ..........0
Section 5.02. Reliance on Documents, Etc ........ ................................. ...........................f
Section 5.03. Recitals of Issuer............................................................... . ...........................7
Section 5.04. May Hold Bonds.........................................................................................7
Section 5.05. Money field by Bank ............................... ...... .................................................... 7
Section 5.06. Indemnification .........................................................................................8
Section 5.07. Interpleader ...................... ---- .................... .......... ........... . ,...........,,....,.,...,,8
Section 5.08. Legislative Contracting Requirements ............................................................8
ARTICLE VI MISCELLANEOUS PROVISIONS .......................................................................9
Section6.01.
Amendment ............................................... 9
Section6.02.
.............................
Assignment .......................... ,,.....,................................. ,..........,,,.........,..9
-.....................
Section6.03.
Notices.....................................................................................
..............9
Section 6.14.
Effect of Headings.. ................................,......---- .................................
......9
Section 6.05.
Successors and Assigns ............................. ...........................................
. ...9
Section 6.06.
Separability..... .................... ...... .....
Section 6.07.
,....,,........................................
Benefits of Agreement ....... .......... ..............................
. .............9
Section 6.08.
Entire Agreement.......... ...................................... .......... ....................
............9
Section 6.09.
Counterparts....,...............................................................,................,.....,10
Section 6.10.
Termination ..... . ........ .............................................. ............................10
(i
4142-1730.7427.1
Section 6-11. Governing Law ..................................... . ...._.......................... ........................ 10
4142-1730-7427 1
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT (the "Agreement"), dated as of
2020, is by and between CITY OF LUBBOCK, TEXAS (the "Issuer"), and The Bank of
New York Mellon Trust Company, N.A. (the "Bank"), a national banking association.
WHEREAS, the Issuer has duly authorized and provided for the issuance of its General
Obligation Refunding Bonds, Taxable Series 2020 (the "Bonds"), dated , 2020, to be issued
as registered securities without coupons; and
WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in
accordance with their terms, will be taken upon the issuance and delivery thereof, and
WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in
paying the principal, redemption premium, if any, and interest on the Bonds, in accordance with
the terms thereof, and that the Bank act as Registrar for the Bonds; and
WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement,
and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance
with its terms, have been done;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
(a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the
Bonds in paying to the Owners of the Bonds the principal, redemption premium, if any, and interest
on all or any of the Bonds.
(b) The Issuer hereby appoints the Bank as Registrar with respect to the Bonds.
(c) The Bank hereby accepts its appointment, and agrees to act as, the Paying Agent
and Registrar.
Section 1.02. Compensation.
(a) 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 Exhibit A attached hereto for the
first year of this Agreement, or such part thereof as this Agreement shall be in effect.
(b) 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.
4142-1730-7427.1
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following terms have the following
meanings when used in this Agreement:
"Bank" means The Bank of New York Mellon Trust Company, N.A.
"Bank Office" means the Bank's office in Dallas, Texas. The Bank will notify the Issuer
in writing of any change in location of the Bank Office.
"Bond" or "Bonds" means, collectively, any or all of the Issuer's General Obligation
Refunding Bonds, Taxable Series 2020, dated , 2020.
"Bond Ordinance" means the ordinance of the City Council of the Issuer authorizing the
issuance and delivery of the Bonds.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday or day on
which banking institutions in New York, New York are required or authorized by law or executive
order to close.
"Financial Advisor" means RBC Capital Markets, LLC.
`Fiscal Year" means the 12 -month period ending September 30th of each year.
"Issuer" means the City of Lubbock, Texas.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name
of the Issuer by the Mayor of the Issuer, or any other authorized representative of the Issuer and
delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized by applicable
law to be closed.
"Owner" means the Person in whose name a Bond is registered in the Register.
"Paying Agent" means the Bank when it is performing the functions associated with the
terms in this Agreement.
"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 Bonds" of any particular Bond means every previous Bond evidencing all or
a portion of the same obligation as that evidenced by such particular Bond (and, for the purposes
of this definition, any Bond registered and delivered under Section 4,06 in lieu of a mutilated, lost,
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4142-1730-7427 1
destroyed or stolen Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed or stolen Bond).
"Record Date" means the last Business Day of the month next preceding an interest
payment date established by the Bond Ordinance.
"Register" means a register in which the Issuer shall provide for the registration and
transfer of Bonds.
"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.
"Stated Maturity" means the date or dates specified in the Bond Ordinance as the fixed
date on which the principal of the Bonds is due and payable or the date fixed in accordance with
the terms of the Bond Ordinance for redemption of the Bonds, or any portion thereof, prior to the
fixed maturity date.
ARTICLE III
PAYING AGENT
Section 3.01. Duties of Pang Agent.
(a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Owner, at
the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the Bank Office,
the principal amount of the Bond or Bonds then maturing, and redemption premium, if any,
provided that the Bank shall have been provided by or on behalf of the Issuer adequate funds to
make such payment.
(b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due
on the Bonds to each Owner of the Bonds (or their Predecessor Bonds) as shown in the Register
at the close of business on the Record Date, provided that the Bank shall have been provided by
or on behalf of the Issuer adequate funds to make such payments; such payments shall be made by
computing the amount of interest to be paid each Owner, preparing the checks, and mailing the
checks on each interest payment date addressed to each Owner's address as it appears in the
Register on the Record Date.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of, redemption premium, if any, and interest on the Bonds at the dates specified in the Bond
Ordinance.
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4142-1734-7427 1
Section 3.03, Merger Conversion, Consolidation,, or Succession. Any corporation into
which the Paying Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion, or consolidation to which the Paying Agent
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Paying Agent shall be the successor of the Paying Agent hereunder without the
execution or filing of any paper or any further act on the part of either of the parties hereto.
ARTICLE IV
REGISTRAR
Section 4.01. Transfer and Exchanize.
(a) The Issuer shall keep the Register at the Bank Office, and subject to such reasonable
written regulations as the Issuer may prescribe, which regulations shall be furnished to the Bank
herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the registration and
transfer of the Bonds. The Bank is hereby appointed "Registrar" for the purpose of registering and
transferring the Bonds as herein provided. The Bank agrees to maintain the Register while it is
Registrar. The Bank agrees to at all times maintain a copy of the Register at its office located in
the State of Texas.
(b) The Bank as Registrar hereby agrees that at any time while any Bond is outstanding,
the Owner may deliver such Bond to the Registrar for transfer or exchange, accompanied by
instructions from the Owner, or the duly authorized designee of the Owner, designating the
persons, the maturities, and the principal amounts to and in which such Bond is to be transferred
and the addresses of such persons; the Registrar shall thereupon, within not more than three (3)
business days, register and deliver such Bond or Bonds as provided in such instructions. The
provisions of the Bond Ordinance shall control the procedures for transfer or exchange set forth
herein to the extent such procedures are in conflict with the provisions of the Bond Ordinance.
(c) Every Bond 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 in a
manner satisfactory to the Bank, duly executed by the Owner thereof or his attorney duly
authorized in writing.
(d) The Bank may request any supporting documentation it feels necessary to effect a
re -registration.
Section 4.02. The Bonds. The Issuer shall provide an adequate inventory of unregistered
Bonds to facilitate transfers. The Bank covenants that it will maintain the unregistered Bonds in
safekeeping and will use reasonable care in maintaining such unregistered Bonds in safekeeping,
which shall be not less than the care it maintains for debt securities of other governments or
corporations for which it serves as registrar, or which it maintains for its own securities.
Section 4.03. Form of Register.
(a) The Bank as Registrar will maintain the records of the Register in accordance with
the Bank's general practices and procedures in effect from time to time. The Bank shall not be
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4142-1734-7427.1
obligated to maintain such Register in any form other than a form which the Bank has currently
available and currently utilizes at the time.
(b) The 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 Owners.
(a) The Bank will provide the Issuer at any time requested by the Issuer, upon payment
of the cost, if any, of reproduction, a copy of the information contained in the Register. The Issuer
may also inspect the information in the 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.
(b) The Bank will not release or disclose the content of the Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon
receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena
or court order the Bank will notify the Issuer so that the Issuer may contest the subpoena or court
order.
Section 4,05. Cancellation of Bonds. All Bonds surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it
and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall
be promptly cancelled by the Bank. The Issuer may at any time deliver to the Bank for cancellation
any Bonds previously certified or registered and delivered which the Issuer may have acquired in
any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All
cancelled Bonds held by the Bank shall be disposed of pursuant to the Securities Exchange Act of
1934, as amended.
Section 4.06. Mutilated Destroyed, Lost or Stolen Bonds.
(a) Subject to the provisions of this Section 4.06, the Issuer hereby instructs the Bank
to deliver fully registered Bonds in exchange for or in lieu of mutilated, destroyed, lost, or stolen
Bonds as long as the same does not result in an over -issuance.
(b) If (i) any mutilated Bond is surrendered to the Bank, or the Issuer and the Bank
receives evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there
is delivered to the Issuer and the Bank such security or indemnity as may be required by the Bank
to save and hold each of them harmless, then in the absence of notice to the Issuer or the Bank that
such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its
request the Bank shall register and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost, or stolen Bond, a new Bond of the same stated maturity and of like tenor and
principal amount bearing a number not contemporaneously outstanding.
(c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed,
lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or
not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and
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4142-1730-7427 1
shall be entitled to all the benefits of the Bond Ordinance equally and ratably with all other
outstanding Bonds.
(d) Upon the satisfaction of the Bank and the Issuer that a Bond has been mutilated,
destroyed, lost, or stolen, and upon receipt by the Bank and the Issuer of such indemnity or security
as they may require, the Bank shall cancel the Bond number on the Bond registered with a notation
in the Register that said Bond has been mutilated, destroyed, lost, or stolen; and a new Bond shall
be issued of the same series and of like tenor and principal amount bearing a number, according
to the Register, not contemporaneously outstanding.
(e) The Bank may charge the Owner the Bank's fees and expenses in connection with
issuing a new Bond in lieu of or exchange for a mutilated, destroyed, lost, or stolen Bond.
(f) The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or
destroyed Bonds and any future substitute blanket bond for lost, stolen, or destroyed Bonds that
the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to
it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the
Issuer of any changes in the security or other company giving such bond or the terms of any such
bond, provided that the amount of such bond is not reduced below the amount of the bond on the
date of execution of this Agreement. The blanket bond then utilized by the Bank for lost, stolen,
or destroyed Bonds by the Bank is available for inspection by the Issuer on request.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the Bonds
it has paid pursuant to Section 3.01; Bonds it has delivered upon the transfer or exchange of any
Bonds pursuant to Section 4.01; and Bonds it has delivered in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Bonds pursuant to Section 4.06 of this Agreement.
ARTICLE V
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein
and in accordance with the Bond Ordinance and agrees to use reasonable care in the performance
thereof. The Bank hereby agrees to use the funds deposited with it for payment of the principal of,
redemption premium, if any, and interest on the Bonds to pay the Bonds as the same shall become
due and further agrees to establish and maintain all accounts and funds as may be required for the
Bank to function as Paying Agent.
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.
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4142-1730-7427.1
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, certificate, 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 Bonds, but
is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Owner or an attorney-in-fact of
the Owner. The Bank shall not be bound to make any investigation into the facts or matters stated
in an ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, certificate, note, security, or other paper or document supplied by Issuer.
(e) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Bonds in the manner disclosed in the closing memorandum as prepared by the
Issuer's Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission
of the closing memorandum acknowledged by the Financial Advisor or the Issuer as the final
closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Bank's reliance upon and compliance with such instructions.
(f) 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.
(g) 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.
(a) The recitals contained herein and in the Bonds shall be taken as the statements of
the Issuer, and the Bank assumes no responsibility for their correctness.
(b) The Bank shall in no event be liable to the Issuer, any Owner or Owners, or any
other Person for any amount due on any Bond except as otherwise expressly provided herein with
respect to the liability of the Bank for its duties under this Agreement.
Section 5.04. May Hold Bonds. The Bank, in its individual or any other capacity, may
become the Owner or pledgee of Bonds 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. Money eld by Bank.
(a) Money held by the Bank hereunder need not be segregated from any other funds
provided appropriate accounts are maintained.
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4142-1730-7427.1
(b) The Bank shall be under no liability for interest on any money received by it
hereunder.
(c) Subject to the provisions of Title 6, Texas Property Code, as amended, any money
deposited with the Bank for the payment of the principal, redemption premium, if any, or interest
on any Bond and remaining unclaimed for three years after final maturity of the Bond has become
due and payable will be paid by the Bank to the Issuer, and the Owner of such Bond shall thereafter
look only to the Issuer for payment thereof, and all liability of the Bank with respect to such monies
shall thereupon cease.
(d) The Bank will comply with the reporting requirements of Chapter 74 of the Texas
Property Code, as amended.
(e) The Bank shall deposit any moneys received from the Issuer into a trust account to
be held in a paying agent capacity for the payment of the Bonds, with such moneys in the account
that exceed the deposit insurance, available to the Issuer, provided by the Federal Deposit
Insurance Corporation to be fully collateralized with securities or obligations that are eligible under
the laws of the State of Texas and to the extent practicable under the laws of the United States of
America to secure and be pledged as collateral for trust accounts until the principal and interest on
the Bonds have been presented for payment and paid to the owner thereof. Payments made from
such trust account shall be made by check drawn on such trust account unless the owner of such
Bonds shall, at its own expense and risk, request such other medium of payment.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank, its officers, directors, employees, and agents for, and hold them harmless
against, any loss, liability, or expense incurred without negligence or bad faith on their part arising
out of or in connection with its acceptance or administration of the Bank's duties hereunder, and
under Article V of the Bond Ordinance, including the cost and expense (including its counsel fees)
of defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demands or controversy over its persons as well as funds on
deposit in a court of competent jurisdiction within the State of Texas; waive personal service of
any process; and agree that service of process by certified or registered mail, return receipt
requested, to the address set forth in this Agreement shall constitute adequate service. The Issuer
and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of
competent jurisdiction within the State of Texas to determine the rights of any person claiming
any interest herein.
Section 5.08. Legislative Contracting Requirements.
(a) In accordance with Section 2270.002, Texas Government Code, the Bank
hereby verifies that the Bank: (i) does not Boycott Israel (as such term is defined in Section
2270.001, Texas Government Code) and (ii) subject to or as otherwise required by applicable
Federal law, including, without limitation, 50 U.S.C. Section 4607, will not Boycott Israel during
the term of the Agreement; and
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4142-1730-7427 1
(b) Pursuant to Section 2252.152, Texas Government Code, neither the Bank
nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the
Bank is a company (as such term is defined in Section 808.001(2), 2252.151(1), Section
2270.0001(2) and Section 2270.001(2), Texas Government Code) currently listed by the Texas
Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas
Government Code.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereof.
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 below:
(a) if to the Issuer: City of Lubbock, Texas
1625 13th Street
Lubbock, Texas 79457
Attention: Chief Financial Officer
if to the Bank: The Bank of New York Mellon Trust Company, N.A.
2001 Bryan Street, 1 I". Floor
Dallas, Texas 75201
Section 6.04. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06. Separability. If any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Bond Ordinance 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 Ordinance, the Bond Ordinance
shall govern.
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4142-1730-7427.1
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.
(a) This Agreement will terminate on the date of final payment by the Bank issuing its
checks for the final payment of principal, redemption premium, if any, and interest of the Bonds.
(b) This Agreement may be earlier terminated upon sixty (60) days written notice by
either party; provided, that, no termination shall be effective until a successor has been appointed
by the Issuer and has accepted the duties imposed by this Agreement. A resigning Paying
Agent/Registrar may petition any court of competent jurisdiction for the appointment of a
successor Paying Agente'Registrar if an instrument of acceptance by a successor Paying
Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60)
days after the giving of notice of resignation.
(c) 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.
[Signature Page to Follo>7,]
m10w
4142-1730-7427 1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
CITY OF LUBBOCK, TEXAS
By:
Mayor
ATTEST:
City Se etary
[Signature page for Paying Agent:'Registrar Agreement for General Obligation Refunding Bonds, Taxable Serres 2020]
4142-1730-7427.1
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title:
/Signature page for Paying Agent Registrar Agreement for General Obligation Refunding Bonds, Taxable Series 2020]
4142-1730-7427.1
EXHIBIT "A"
SCHEDULE OF FEES FOR SERVICE AS PAYING AGENT/REGISTRAR
4142-1730-7427 1
ESCROW AGREEMENT
Between
CITY OF LUBBOCK, TEXAS
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Pertaining to
CITY OF LUBBOCK, TEXAS
GENERAL OBLIGATION REFUNDING BONDS,
TAXABLE SERIES 2020
DATED AS OF , 2020
4140-4953-5267 1
Section l k l
Section 1.42
Section 1.03
TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS AND INTERPRETATIONS
Definitions........... ......................................................... ............ .........
OtherDefinitions ........................ . . ......................................................
Interpretations................... ............................................. ........................3
ARTICLE II
DEPOSIT OF FLWDS AND ESCROW SECURITIES
Section 2.01 Deposits in the Escrow Fund .......................... ........................................ ..3
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.O1 Escrow Fund .................................................................................. ... ..3
Section 3M Payment of Principal and Interest., . ...... .... ...................................4
Section 3.03 Sufficiency of Escrow Fund ...................................................... .............4
Section 3.04 Trust Funds..........................................................................................4
Section 3.05 Security for Cash Balances .............................. ,., __ .............................. ,.
ARTICLE I
SUBSTITUTION OF ESCROW SECURITIES
Section 4.01 In General ....................................................................... ......................5
Section 4.02 Substitution of Escrow Securities at Bond Closing.................................5
Section 4.03 Substitution of Escrow Securities following Bond Closing ........................
Section 4.04 Allocation of Certain Escrow Securities . ........................................ ___A
Section4.05 Arbitrage ......................................................................... . ...................6
ARTICLE
APPLICATION OF CASH BALANCES
Section5.01 InGeneral ..........................................,.................................... ,................6
Section 5.02 Reinvestment in SLCS....................................... . . ........ ......................6
Section 5.03 Reinvestment of Cash Balances ..............................................................
ARTICLE VI
RECORDS, REPORTS AND NOTICES
Section6,01 Records.... ...................... .................. - .................................................. ___7
Section6,02 Reports ......... ...................................... .......... .......................................7
i
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ARTICLE VII
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01 Representations ............................ ........................................ ... ..............7
Section 7,02 Limitation on Liability...................................................... . . . ..................7
Section 7,03 Compensation ..................... , ...............................,,...................,...........9
Section 7.04 Successor Escrow Agents ................................. . ..................................
ARTICLE VIII
MISCELLANEOUS
Section8.01
Notice.................................................................................................l
1
Section 8.02
Termination of responsibilities ....... . .. ..............................................1
I
Section 8,03
Binding Agreement ....................... ....................... .....................................
11
Section 8.04
Severability ................... .......................................................................1
Section 8.05
Texas Law Govems ...............................................................................12
Section 8.06
Time of the Essence.......................................................................... ......
l2
Section 8.07
Effective Date of Agreement ..................................................................
1
Section 8.08
Modification of Agreement ....... ............................................. ....................
l
ARTICLE I
ACKNOWLEDGMENT OF RECEIPT OF NOTICE
Section 9.01 Acknowledgment of Receipt of notice of Defeasance and
Redemption..........................................................................................1
ii
41404953-5267.1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of _ _J, 2020 (herein, together with any
amendments or supplements hereto, called the "Agreement"), entered into by and between CITY
OF LUBBOCK, TEXAS (the "Issuer"), and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., a national banking association, as escrow agent (herein, together with any
successor in such capacity, called the "Escrow Agent").
WITNESSETH:
WHEREAS, the Issuer has heretofore issued and there presently remain outstanding the
obligations (the "Refunded Obligations") of the Issuer listed and described on Exhibit A attached
hereto, and the Refunded Obligations are scheduled to mature or have been called for early
redemption in such years, bear interest at such rates, and are payable at such times and in such
amounts as are set forth in Exhibit A attached hereto and incorporated by reference herein for all
purposes;
WHEREAS, when firm banking arrangements have been made for the payment of
principal and interest to the maturity dates or redemption dates of the Refunded Obligations, then
the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of
receiving payment from the funds provided for such purpose;
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207"),
authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof,
and any other available funds or resources, directly with the paying agent for any of the
Refunded Obligations, and such deposit, if made before the payment dates of the Refunded
Obligations and in sufficient amounts, shall constitute the making of firm banking and financial
arrangements for the discharge and final payment of the Refunded Obligations;
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement
with the paying agent for any of the Refunded Obligations with respect to the safekeeping,
investment, administration and disposition of any such deposit, upon such terms and conditions
as the Issuer and such paying agent may agree, provided that such deposits may be invested only
in United States Treasury securities (or other securities as permitted by Section 1207.062(b),
Texas Government Code, and which may be in book entry form, and which shall mature and
bear interest payable at times and in amounts sufficient to provide for the scheduled payment or
redemption of principal and interest on the Refunded Obligations when due;
WHEREAS, the Escrow Agent, is the paying agent for all of the Refunded Obligations
and this Agreement constitutes an escrow agreement of the kind authorized and required by
Chapter 1207;
WHEREAS, Chapter 1207 makes it the duty of the Escrow Agent to comply with the
terms of this Agreement and timely make available to the other places of payment, if any, for the
Refunded Obligations the amounts required to provide for the payment or redemption of the
principal of and interest on such obligations when due, and in accordance with their terms, but
solely from the funds, in the manner, and to the extent provided in this Agreement;
4140-4953-5267 1
WHEREAS, the issuance, sale, and delivery of the City of Lubbock, Texas, General
Obligation Refunding Bonds, Taxable Series 2020 (the "Refunding Bonds"), have been duly
authorized for the purpose, among others, of obtaining the funds required to provide for the
payment of the principal of the Refunded Obligations at their respective maturity or redemption
dates and the interest thereon to such maturity or redemption dates;
WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding
Bonds to the purchasers thereof, a portion of the proceeds of the Refunding Bonds shall be
applied to purchase certain "Escrow Securities" (as herein defined) for deposit to the credit of the
Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash
balance (if needed) in such Escrow Fund;
WHEREAS, the Escrow Securities shall mature and the interest thereon shall be payable
at times and in amounts sufficient to provide moneys which, together with cash balances from
time to time on deposit in the Escrow Fund, will be sufficient to pay the interest on the Refunded
Obligations as it accrues and becomes payable and to pay the principal of the Refunded
Obligations on their maturity dates or redemption dates;
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrow Securities the
Issuer desires to establish the Escrow Fund at the designated office of the Escrow Agent; and
WHEREAS, the Escrow Agent is a party to this Agreement and hereby acknowledges its
acceptance of the terms and provisions hereof;
NOW. THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, the sufficiency of which hereby is acknowledged, and to secure the
hill and timely payment of principal of and the interest on the Refunded Obligations, the Issuer
and the Escrow Agent mutually undertake, promise, and agree for themselves and their
respective representatives and successors, as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01 Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings assigned to them below when they are used in this Agreement:
"Beginning Cash Balance" means the funds described in Exhibit C attached to this
Agreement.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions thereunder.
"Escrow Fund" means the escrow created in Section 3.01 of this Agreement to be
administered by the Escrow Agent pursuant to the provisions of this Agreement.
"Escrow Securities" means (a) direct noncallable obligations of the United States of
America, including obligations which are unconditionally guaranteed by the United States of
2
4140-4953-5267.1
America (including interest strips of bonds issued by the Resolution Funding Corporation),
which may be United States Treasury obligations such as its State and Local Government Series,
and which may be in book -entry form; (b) certain noncallable obligations of an agency or
instrumentality of the United States, including obligations which are unconditionally guaranteed
or insured by the agency or instrumentality and that, on the date of purchase, are rated as to
investment quality by all nationally recognized credit rating agencies then rating such securities
of not less than the highest rating category maintained by such rating agencies; and (c) certain
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date of purchase, are rated as to
investment quality by all nationally recognized credit rating agencies then rating such securities
of not less than the highest rating category maintained by such rating agencies.
"Verification Report" means the report of , Certified Public Accountants verifying
the sufficiency of the deposits made with the Escrow Agent for defeasance of the Refunded
Obligations.
Section 1.02 Other Definitions. The terms "Agreement," "Issuer," "Escrow Agent,"
"Refunded Obligations" and "Refunding Bonds," when they are used in this Agreement, shall
have the meanings assigned to them in the preamble to this Agreement.
Section 1.03 Interpretations. The titles and headings of the articles and sections of this
Agreement have been inserted for convenience and reference only and are not to be considered a
part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all
of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth
herein and to achieve the intended purpose of providing for the refunding of the Refunded
Obligations in accordance with applicable law.
ARTICLE iI
DEPOSIT OF FUNDS AND ESCROW SECURITIES
Section 2.01 Deposits in the Escrow Fund. Concurrently with the sale and delivery of
the Refunding Bonds, the Issuer shall deposit, or cause to be deposited, with the Escrow Agent,
for deposit in the Escrow Fund, the Beginning Cash Balance and the Escrow Securities described
in Exhibit C attached hereto and incorporated by reference as a part of this Agreement for all
purposes. The Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the
Issuer in writing.
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01 Escrow Fund. The Escrow Agent hereby creates on its books a special
trust and irrevocable escrow fund to be known as City of Lubbock, Texas, General Obligation
Refunding Bonds, Taxable Series 2020 Escrow Fund (the "Escrow Fund") for the purpose of
paying the principal of and interest on the Refunded Obligations, as described in Exhibit A, in
order to make firm banking arrangements therefor. The Escrow Agent hereby agrees that upon
3
4140-4953-5267 1
receipt thereof it will deposit to the credit of the Escrow Fund the Beginning Cash Balance and
the Escrow Securities described in Exhibit C. Such deposit, all proceeds therefrom, and all cash
balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b)
shall be applied only in strict conformity with the terms and conditions of this Agreement, and
(c) to the extent needed to pay the principal and interest requirements on the Refunded
Obligations, are hereby irrevocably pledged to the payment of the principal of and interest on the
Refunded Obligations, which payment shall be made by timely transfers of such amounts at such
times as are provided for in Section 3.02 hereof. When the final transfers have been made for the
payment of such principal of and interest on the Refunded Obligations, any balance remaining in
the Escrow Fund shall be transferred to the Issuer for deposit in the interest and sinking fund for
the Refunding Bonds.
Section 3.02 Payment of Princi-pal and Interest. The Escrow Agent is hereby
irrevocably instructed to transfer, from the cash balances from time to time on deposit in the
Escrow Fund, the amounts required to pay the principal of the Refunded Obligations at their
respective maturity date or dates as of which such Refunded Obligations have been called for
earlier redemption, and interest thereon when due, in the amounts and at the times shown in
Exhibit B.
Section 3.03 Sufficiency of Escrow Fund. The Issuer represents, based on the
Verification Report, that the successive receipts of the principal of and interest on the Escrow
Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will
be at all times sufficient to provide moneys for transfer to each place of payment for the
Refunded Obligations, at the times and in the amounts required to pay the interest on the
Refunded Obligations as such interest comes due and the principal of the Refunded Obligations
as such principal comes due, all as more fully set forth in Exhibit D attached hereto. If, for any
reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow
Fund shall be insufficient to transfer the amounts required by each place of payment for the
Refunded Obligations to make the payments set forth in Section 3.02 hereof, notice of any such
insufficiency shall be given promptly as hereinafter provided, but neither the Escrow Agent nor
the Issuer shall in any manner be responsible for any insufficiency of funds in the Escrow Fund,
unless such insufficiency shall be caused by the Escrow Agent or the Issuer's negligence or
willful misconduct.
Section 3.04 Trust Funds. The Escrow Agent shall hold at all times the Escrow Fund,
the Escrow Securities and all other assets of the Escrow Fund wholly segregated from all other
funds and securities on deposit with the Escrow Agent; it shall never allow the Escrow Securities
or any other assets of the Escrow Fund to be commingled with any other funds or securities of
the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth
herein. The Escrow Securities and other assets of the Escrow Fund shall always be maintained by
the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations, and a
special account thereof shall at all times be maintained on the books of the Escrow Agent. The
owners of the Refunded Obligations shall be entitled to a preferred claim and first lien upon the
Escrow Securities, the proceeds thereof, and all other assets of the Escrow Fund. The amounts
received by the Escrow Agent under this Agreement shall not be considered as a banking deposit
by the Issuer, and the Escrow Agent shall have no right or title with respect thereto except as a
trustee and Escrow Agent under the terms of this Agreement. The amounts received by the
4
4140-4953-5267 1
Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by
the Issuer or, except to the extent expressly herein provided, by a place of payment for the
Refunded Obligations.
Section 3.05 Security for Cash Balances. Cash balances from time to time on deposit in
the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or
its successor, be continuously secured by a pledge of direct noncallable obligations of, or
noncallable obligations unconditionally guaranteed by, the United States of America, having a
market value at least equal to such cash balances.
ARTICLE IV
SUBSTITUTION OF ESCROW SECURITIES
Section 4.01 In General. Except as provided in Section 4.02 and 4.03 hereof, the
Escrow Agent shall not have any power or duty to make substitutions for the Escrow Securities
described in Exhibit C, or to sell, transfer, or otherwise dispose of such Escrow Securities.
Section 4.02 Substitution of Escrow Securities at Bond Closing. Concurrently with the
sale and delivery of the Refunding Bonds, the Issuer, at its option, may substitute cash or Escrow
Securities for the Escrow Securities listed in part III of Exhibit C, but only if such cash and/or
Escrow Securities:
(a) are in an amount, andr+or mature in an amount, which, together with any
cash substituted for such obligations, is equal to or greater than the amount payable on the
maturity date of the obligation listed in part III of Exhibit C for which such obligation is
substituted, and
(b) mature on or before the maturity date of the obligation listed in part III of
Exhibit C for which such obligation is substituted.
The Issuer may at any time substitute the Escrow Securities listed in part III of Exhibit C
which, as permitted by the preceding sentence, were not deposited to the credit of the Escrow
Fund, for the cash and/or obligations that were substituted concurrently with the sale and
delivery of the Refunding Bonds for such Escrow Securities, provided, that upon any such
substitution the Escrow Agent receives (i) a verification report from a firm of independent
certified public accountants as to the sufficiency of the Escrow Securities to provide for the
payment of the Refunded Obligations (assuming such substitution has been made and assuming a
zero percent reinvestment rate), (ii) an opinion of bond counsel or tax counsel to the effect that
such substitution shall not affect the tax-exempt status of interest on the Refunded Obligations or
the Refunding Bonds and (iii) that such transaction complies with the Constitution and laws of
the State of Texas.
Section 4.03 Substitution of Escrow Securities following Bond Closin . At the written
request of the Issuer, and upon compliance with the conditions hereinafter stated, the Escrow
Agent shall sell, transfer, otherwise dispose of or request the redemption of all or any portion of
the Escrow Securities and apply the proceeds therefrom to purchase Refunded Obligations or
5
4140.4953-5267 1
other Escrow Securities. Any such transaction may be effected by the Escrow Agent only if (i)
the Escrow Agent shall have received a written opinion from a firm of independent certified
public accountants that such transaction will not cause the amount of money and securities in the
Escrow Fund to be reduced below an amount which will be sufficient, when added to the interest
to accrue thereon and assuming a zero percent reinvestment rate, to provide for the payment of
principal of and interest on the remaining Refunded Obligations as they become due, and (ii) the
Escrow Agent shall have received the unqualified written legal opinion of nationally recognized
bond counsel or tax counsel acceptable to the Issuer and the Escrow Agent to the effect that (A)
such transaction will not cause any of the Refunding Bonds to be an "arbitrage bond" within the
meaning of the Code or otherwise adversely affect the tax-exempt status of the Refunded
Obligations or the Refunding Bonds, and (B) that such transaction complies with the
Constitution and laws of the State of Texas. The foregoing provisions of substitution
notwithstanding, the Escrow Agent shall be under no obligation to effect the substitution of the
Escrow Securities in the manner contemplated by Subsection 4.03(a) if the Issuer fails to deliver
or cause to be delivered to the Escrow Agent no later than three Business Days prior to the
proposed date such substitution is to be effected a written certificate setting forth in reasonable
detail the maturity dates and maturity amounts of the Escrow Securities to be substituted and the
proposed date such substitution is to occur.
Section 4.04 Allocation of Certain Escrow Securities. The maturing principal of and
interest on the Escrow Securities may be applied to the payment of any Refunded Obligations
and no allocation or segregation of the receipts of principal or interest from such Escrow
Securities is required.
Section 4.05 Arbitraae. The Issuer hereby covenants and agrees that it shall never
request the Escrow Agent to exercise any power hereunder or permit any part of the money in
the Escrow Fund or proceeds from the sale of Escrow Securities to be used directly or indirectly
to acquire any securities or obligations if the exercise of such power or the acquisition of such
securities or obligations would cause any Refunding Bonds or Refunded Obligations to be an
"arbitrage bond" within the meaning of Section 148 of the Code.
ARTICLE V
APPLICATION OF CASH BALANCES
Section 5.01 In General. Except as provided in Sections 5.02 and 5.03 hereof, neither
the Issuer nor the Escrow Agent shall reinvest any moneys deposited to or held as part of the
Escrow Fund.
Section 5.02 Reinvestment in SLGS. Cash balances in the Escrow Fund shall be
reinvested as set forth on Exhibit E attached hereto.
Section 5.03 Reinvestment of Cash Balances. At the written request of the Issuer, and
upon compliance with the conditions hereinafter stated, the Escrow Agent shall permit or cause
the reinvestment of cash balances in the Escrow Fund, pending the use thereof to pay when due
the principal of and interest on the Refunded Obligations, in Escrow Securities which obligations
must mature on or before the respective dates needed for payment of the Refunded Obligations.
6
4140-4953-5267 1
Any such modification must include (a) an opinion of nationally recognized bond counsel or tax
counsel that such transaction (i) does not adversely affect the tax-exempt nature of the Refunding
Bonds or the Refunded Obligations and (ii) complies with the Constitution and laws of the State
of Texas and (b) a verification report by a firm of independent certified public accountants
verifying the sufficiency of the Escrow Fund and the yield on the investment thereof.
ARTICLE VI
RECORDS, REPORTS AND NOTICES
Section 6.01 Records. The Escrow Agent will keep books of record and account in
which complete and correct entries shall be made of all transactions relating to the receipts,
disbursements, allocations and application of the money and Escrow Securities deposited to the
Escrow Fund and all proceeds thereof, and such books shall be available for inspection at
reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded
Obligations.
Section 6.02 Reports. While this Agreement remains in effect, the Escrow Agent at
least annually shall prepare and send to the Issuer a written report summarizing all transactions
relating to the Escrow Fund during the preceding year, including, without limitation, credits to
the Escrow Fund as a result of interest payments on or maturities of the Escrow Securities and
transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together
with a detailed statement of all Escrow Securities and the cash balance on deposit in the Escrow
Fund as of the end of such period.
ARTICLE VII
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 7.01 Representations. The Escrow Agent hereby represents that it has all
necessary power and authority to enter into this Agreement and undertake the obligations and
responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder.
Section 7.02 Limitation on Liability. The liability of the Escrow Agent to transfer funds
for the payment of the principal of and interest on the Refunded Obligations shall be limited to
the proceeds of the Escrow Securities and the cash balances from time to time on deposit in the
Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the
Escrow Agent nor any place of payment for the Refunded Obligations shall have any liability
whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of
the obligors of the Escrow Securities to make timely payment thereon, except for the obligation
to notify the Issuer promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the Refunding Bonds shall be
taken as the statements of the Issuer and shall not be considered as made by, or imposing any
obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the
proceedings authorizing the Refunding Bonds or the Refunded Obligations and is not responsible
for nor bound by any of the provisions thereof (except as a place of payment or a paying
7
4140-4953-5267.1
agent/registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need
look only to the terms and provisions of this Agreement.
The Escrow Agent makes no representations as to the value, conditions or sufficiency of
the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security
afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in
respect to any of such matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to
use or advance its own funds or otherwise incur personal financial liability in the performance of
any of its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the
consequences of any error of judgment; and the Escrow Agent shall not be answerable for any
loss unless the same shall have been through its negligence or willful misconduct.
The Escrow Agent may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, written investment direction, statement, instrument, opinion,
notice or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party. The Escrow Agent need not investigate any fact or matter stated in
the document.
The Escrow Agent may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through its agents or attorneys and may in all cases pay
reasonable compensation to any agent or attorney retained or employed by it in connection
therewith.
The Escrow Agent may consult with counsel, and the opinion of such counsel shall be
full and complete authorization and protection in respect of any action taken or suffered by it in
good faith and in accordance therewith.
The Issuer agrees, to the extent permitted by law, to indemnify, defend, and hold the
Escrow Agent and its officers, directors, agents, and employees harmless from and against any
and all loss, damage, claim, liability and expense that may be incurred by the Escrow Agent
arising out of or in connection with its acceptance or appointment as Escrow Agent hereunder,
including the costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder except that the Escrow
Agent shall not be indemnified for any loss, damage, claim, liability, or expense resulting from
its own negligence or willful misconduct. The foregoing indemnification shall survive the
termination of this Agreement or the resignation or removal of the Escrow Agent for any reason.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Issuer with respect to arrangements or contracts
with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to
dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow
41404953-5267 1
Agent is called upon by the terms of this Agreement to determine the occurrence of any event or
contingency, the Escrow Agent shall be obligated, in making such determination, only to
exercise reasonable care and diligence, and in event of error in making such determination the
Escrow Agent shall be liable only for its own willful misconduct or its negligence. In
determining the occurrence of any such event or contingency the Escrow Agent may request
from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in
its discretion may deem necessary to determine any fact relating to the occurrence of such event
or contingency, and in this connection may make inquiries of, and consult with counsel, among
others, the Issuer at any time.
Section 7.03 Compensation. (a) Concurrently with the sale and delivery of the
Refunding Bonds, the Issuer shall pay to the Escrow Agent the sum of $ _, the sufficiency of
which is hereby acknowledged by the Escrow Agent to pay its fee for performing the services of
Escrow Agent hereunder and for all expenses incurred or to be incurred by it as Escrow Agent in
the administration of this Agreement. In the event that the Escrow Agent is requested to perform
any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the
Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all
expenses incurred by the Escrow Agent in performing such extraordinary services, and the
Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and
reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever
assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or
extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its
expenses.
(b) Concurrently with the sale and delivery of the Refunding Bonds, the Issuer
shall pay to the Escrow Agent the sum of $300 per call notice, the sufficiency of which is hereby
acknowledged by the Escrow Agent, for all future reasonable fees and expenses for paying
agency services relating to the Refunded Obligations for which it serves as the paying agent. The
Escrow Agent shall be obligated to make available for the Refunded Obligations amounts from
the Escrow Fund sufficient to pay when due the principal of and interest on any Refunded
Obligations presented for payment. The Escrow Agent hereby agrees that in no event shall it ever
assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or
extraordinary, as paying agent for any of the Refunded Obligations or for reimbursement for any
of its expenses.
(c) Upon receipt of the aforesaid specific sums stated in subsections (a) and
(b) of this Section, the Escrow Agent shall acknowledge such receipt to the Issuer in writing.
Section 7.04 Successor Escrow Agents. (a) If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation of law or otherwise, to act as
Escrow Agent hereunder, or if its property and affairs shall be taken under the control of any
state or federal court or administrative body because of insolvency or bankruptcy or for any other
reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the
Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no
successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may
be appointed by the owners of a majority in principal amount of the Refunded Obligations then
outstanding by an instrument or instruments in writing filed with the Issuer, signed by such
6
41404953-5267.1
owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a
successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within
three months after a vacancy shall have occurred, the owner of any Refunded Bond may apply to
any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may
thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor
Escrow Agent.
(b) The Escrow Agent may at any time resign and be discharged from the
trust hereby created by giving not less than 60 days' written notice to the Issuer; provided, that,
no such resignation shall take effect unless: (i) a successor Escrow Agent shall have been
appointed by the Issuer as herein provided; (ii) such successor Escrow Agent shall have accepted
such appointment; (iii) the successor Escrow Agent shall have agreed to accept the fees currently
in effect for the Escrow; and (iv) the Escrow Agent shall have paid over to the successor Escrow
Agent a proportional part of the Escrow Agent's fee hereunder. Such resignation shall take effect
immediately upon compliance with the foregoing requirements. If within 60 days following the
resignation of the Escrow Agent, no successor Escrow Agent shall have been appointed, the
Escrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow
Agent.
(c) Any successor Escrow Agent shall be: (i) a corporation organized and
doing business under the laws of the United States or the State of Texas; (ii) authorized under
such laws to exercise corporate trust powers; (iii) have a combined capital and surplus of at least
$5,000,000; (iv) subject to the supervision or examination by Federal or State authority and (v)
qualified to serve as Escrow Agent under the provisions of Chapter 1207, Texas Government
Code, as amended.
(d) Any successor Escrow Agent shall execute, acknowledge and deliver to
the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the
Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow
Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow
Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute
any and all instruments in writing for more fully and certainly vesting in and confirming to such
successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to
its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder.
Section 7.05 Legislative Contracting Requirements.
(a) In accordance with Section 2270.002, Texas Government Code, the
Escrow Agent hereby verifies that the Escrow Agent: (i) does not Boycott Israel (as such term is
defined in Section 2270.001, Texas Government Code) and (ii) subject to or as otherwise
required by applicable Federal law, including, without limitation, 50 U.S.C. Section 4607, will
not Boycott Israel during the term of the Agreement; and
(a) Pursuant to Section 2252.152, Texas Government Code, neither the
Escrow Agent nor any wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate of the Escrow Agent is a company currently listed by the Texas Comptroller of Public
Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code.
10
4140.4953-5267 1
ARTICLE VIII
MISCELLANEOUS
Section 8.01 Notice. Except as provided in Sections 3.01 and 8.08 hereof, which
require actual receipt of notice or consent, as the case may be, any notice, authorization, request,
or demand required or permitted to be given hereunder, shall be in writing and shall be deemed
to have been duly given when mailed by registered or certified mail, postage prepaid, addressed
as follows:
To the Escrow Agent: The Bank of New York Mellon Trust Company, N.A.
2001 Bryan Street, I I 1 Floor
Dallas, Texas 75201
To the Issuer: City of Lubbock, Texas
1625 13th Street
Lubbock, Texas 79457
Attention: Chief Financial Officer
To the Rating Agencies: Moody's Investors Service, Inc.
2200 Ross Avenue
Suite 4650 West
Dallas, Texas 75201
Attention: Public Finance Department
Standard & Poor's Rating Group
25 Broadway
New York, New York 10004
Fitch Investors Service, L.P.
4514 Cole Avenue, Suite 600
Dallas, Texas 75205
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery.
Either party hereto may provide an electronic address to which notices are to be delivered
in lieu of the physical address provided above or change the physical address to which notices
are to be delivered by giving to the other party not less than ten (10) days prior notice thereof.
Section 8.02 Termination of Responsibilities. Upon the taking of all the actions as
described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other
person or persons in connection with this Agreement.
Section 8.03 Binding Agreement. This Agreement shall be binding upon the Issuer and
the Escrow Agent and their respective successors and legal representatives, and shall inure solely
11
4,40-4953-5267 1
to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their
respective successors and legal representatives.
Section 8.04 Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provisions of this
Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein. In the event any one or more provisions hereof are
held to be invalid, illegal or unenforceable the Issuer shall promptly notify each of the rating
agencies then maintaining a rating on the Refunded Obligations.
Section 8.05 Texas Law Governs. This Agreement shall be governed exclusively by the
provisions hereof and by the applicable laws of the State of Texas.
Section 8.06 Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
Section 8.07 Effective Date of Agreement. This Agreement shall be effective upon
receipt by the Escrow Agent of the funds described in Exhibit_C and the Escrow Securities,
together with the specific sums stated in subsections (a) and (b) of Section 7.03 for Escrow
Agent and paying agency fees, expenses, and services.
Section 8.08 Modification of Agreement. This Agreement shall be binding upon the
Issuer and the Escrow Agent and their respective successors and legal representatives and shall
inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow
Agent and their respective successors and legal representatives. Furthermore, no alteration,
amendment or modification of any provision of this Agreement (a) shall alter the firm financial
arrangements made for the payment of the Refunded Obligations or (b) shall be effective unless
(i) prior written consent of such alteration, amendment or modification shall have been obtained
from the owners of all Refunded Obligations outstanding at the time of such alteration,
amendment or modification and (ii) such alteration, amendment or modification is in writing and
signed by the parties hereto; provided, however, the Issuer and the Escrow Agent may, without
the consent of owners of the Refunded Obligations, amend or modify the terms and provisions of
this Agreement to cure in a manner not adverse to the owners of the Refunded Obligations any
ambiguity, formal defect or omission in this Agreement. Prior notice of any such modification
shall be given to each rating agency then maintaining a rating on the Refunded Obligations.
ARTICLE IX
ACKNOWLEDGMENT OF RECEIPT OF NOTICE
Section 9.01 Acknowledgment of Receipt of Notice of Defeasance and Redemption.
The Escrow Agent, by its execution hereof, as paying agent/registrar for the Refunded
Obligations set forth on Exhibit A, acknowledges receipt of the ordinance authorizing the
issuance of the Refunding Bonds constituting written notice of defeasance and redemption of the
Refunded Obligations, and agrees to provide or cause to be provided to the owners thereof notice
12
4140-4953-5267.1
of defeasance and redemption of such Refunded Obligations as required by the respective
ordinances that authorized the issuance of such Refunded Obligations.
[Execution Page Follows]
13
4140-4953-5267.1
IN WITNESS WHEREOF, this Escrow Agreement has been executed in multiple
counterparts, each one of which shall constitute one and the same original Agreement, as of the
date and year appearing on the first page of this Agreement.
CITY OF LUBBO ' , TEXAS
Mayor
ATTEST:
Ctty ecretary
Signature Page for Escrom Agreement
4140-4953-5267.1
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:_
Title:
Signature Page for Escrow Agreement
4140-4953-5267.1
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
4140-4953-5267 1
INDEX TO EXHIBITS
Description of the Refunded Obligations
Schedule of Debt Service on Refunded Obligations
Description of Beginning Cash Balance and Escrow Securities
Escrow Fund Cash Flow
Reinvestments in Zero Interest Rate SLGS
EXHIBIT A
DESCRIPTION OF THE REFUNDED OBLIGATIONS
A-]
4140-4953-5267 1
EXHIBIT B
SCHEDULE OF DEBT SERVICE ON REFUNDED OBLIGATIONS
B-1
4140-4453-5267 1
EXHIBIT C
DESCRIPTION OF BEGINNING CASH BALANCES AND ESCROW SECURITIES
I. Cash
II. State and Local Government Series Obligations
III. Open Market Securities
-1
4140-4453-5267.1
EXHIBIT D
ESCROW FUND CASH FLOW
D-1
4140-4453-5267.1
EXHIBIT E
REINVESTMENTS IN ZERO INTEREST RATE SLGS
none
F-1
41404953-5267
GENERAL CERTIFICATE
We, the undersigned, Mayor, City Manager and City Secretary, respectively, of the City of
Lubbock, Texas (the "City"), do hereby certify the following information:
I. This certificate relates to the City of Lubbock, Texas, General Obligation
Refunding Bonds, Taxable Series 2020 (the "Bonds"). Capitalized terms used herein and not
otherwise defined shall have the meaning assigned thereto in the ordinance (the "Ordinance") of
the City Council authorizing the issuance of the Bonds.
2. The total tax -supported debt of the City, after giving effect to the issuance of the
proposed Bonds, is $
3. The assessed value of property for the purpose of taxation in the City of Lubbock,
Texas, as shown by its official tax rolls for the year 2020, being its latest approved official
assessment rolls is $ , which amount is net of the amount of any exemptions to which
property otherwise subject to taxation was entitled pursuant to applicable provisions of the
Constitution and laws of the State of Texas.
4. A true and correct copy of the debt service schedule for the Bonds and all other
outstanding indebtedness of the City payable from ad valorem taxes is set forth in the table entitled
"Table 9 - General Obligation Debt Service Requirements" included in "APPENDIX A - Financial
Information Regarding the City" to the City's Official Statement pertaining to the Bonds (the
"Official Statement"), such debt service schedule being incorporated herein by reference for all
purposes.
5. The City of Lubbock, Texas, is a duly incorporated Home Rule City, with a
population greater than 50,000, and is operating and existing under the Constitution and laws of
the State of Texas and the duly adopted Home Rule Charter of the City. The Home Rule Charter
was last amended at an election held in the City on November 2, 2004.
6. The following are duly qualified and acting, elected or appointed officials of the
City of Lubbock, Texas:
Daniel M. Pope, Mayor
Jeff Griffith, Mayor Pro Tem
W. Jarrett Atkinson, City Manager
D. Blu Kostelich, Chief Financial Officer
Rebecca Garza, City Secretary
Juan A. Chadis
Shelia Patterson Harris
Latrelle Joy
Steve Massengale
Randy Christian
Members of
the Council
7. No litigation of any nature has been filed or is now pending to restrain or enjoin the
issuance or delivery of the Bonds or which would affect the provisions made for their payment or
security, or in any manner questioning the proceedings or authority concerning the issuance of the
Bonds, and so far as we know and believe, no such litigation is threatened.
4140-9986-6915 1
8. Neither the corporate existence nor the boundaries of the City, nor the title of its
present officers to their respective offices is being contested, and so far as we know and believe,
no litigation is threatened regarding such matters, and no authority or proceedings for the issuance
of the Bonds have been repealed, revoked or rescinded.
9. There has not been filed or presented to the City Secretary or the City Council any
petition protesting, challenging or otherwise questioning the issuance of the Bonds.
10. The Ordinance was duly adopted by the City Council on September 24, 2020.
11. None of the Refunded Bonds were ever purchased by or held in the interest and
sinking fund created for their payment and redemption; none of the Refunded Bonds are now held
in or owned by the sinking fund created for the purpose of paying off or redeeming any of the
Refunded Bonds; none of the Refunded Bonds will be taken up and paid for with money in said
sinking fund; and, there is no money in the sinking fund with which to pay principal of any of the
Refunded Bonds.
12. The City is not in default in the payment of principal and interest on its debt
obligations.
13. The descriptions and statements of or pertaining to the City contained in its Official
Statement, and any addenda, supplement or amendment with respect to such descriptions or
statements thereto, on the date of such Official Statement, on the date of sale of the Bonds and on
the date of the delivery, were and are true and correct in all material respects.
14. Insofar as the City and its affairs, including its financial affairs, are concerned, such
Official Statement did not and does not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
15. Insofar as the descriptions and statements, including financial data of or pertaining
to entities other than the City and their activities contained in such Official Statement are
concerned, such statements and data have been obtained from sources which the City believes to
be reliable and the City has no reason to believe that they are untrue in any material respect.
16. There has been no material adverse change in the financial condition and affairs of
the City since the date of the Official Statement.
17. The undersigned Mayor and City Secretary officially executed and signed the
Bonds, including the Initial Bonds delivered to the initial purchasers of the Bonds, by manually
executing the Bonds or by causing facsimiles of our manual signatures to be imprinted or copied
on each of the Bonds, and we hereby adopt said manual or facsimile signatures as our own,
respectively, and declare that said facsimile signatures constitute our signatures the same as if we
had manually signed each of the Bonds.
18. The Bonds, including the Initial Bond delivered to the initial purchasers of the
Bonds, are substantially in the form, and have been duly executed and signed in the manner.
prescribed in the Ordinance.
-2-
4140-9986-6915 1
19. At the time the undersigned Mayor and City Secretary so executed and signed the
Bonds we were, and at the time of executing this certificate we are, the duly chosen, qualified, and
acting officers indicated therein, and authorized to execute the same.
20. We have caused the official seal of the City to be impressed, or printed, or copied
on each of the Bonds; and said seal on the Bonds has been duly adopted as, and is hereby declared
to be, the official seal of the City.
23. With respect to the contracts executed in connection with the authorization and
issuance of the Bonds:
(a) all disclosure filings and acknowledgements required by Section 2252.908,
Texas Government Code, and the rules of the Texas Ethics Commission
related to said provision, have been made;
(b) pursuant to Section 2270.002, Texas Government Code, the City has not
entered and is not entering into governmental contracts with companies that
Boycott Israel (as such term is defined in Section 2270.001, Texas
Government Code); and
(c) pursuant to Section 2252.152, Texas Government Code, the City has not
entered and will not enter into a governmental contract with a company that
is identified on a list prepared and maintained by the Comptroller of Public
Accounts under Sections 806.051, 807.051, or 2252.153, Texas Government
Code.
[EXECUTION PAGES FOLLOW]
,3_
4140-9986-6915 1
EXECUTED AND DELIVERED this
MANUAL SIGNATURE
STATE OF TEXAS
COUNTY OF LUBBOCK
OFFICIAL TITLE
Mayor, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared Daniel M. Pope,
Mayor, of the City of Lubbock, Texas, known to me to be such person who signed the above and
foregoing certificate in my presence and acknowledged to me that such person executed the above
and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 2020.
JIMMY D. MAYNARD
Y Fub�, o of 72
of 13mn-4
hryCaimtsion Fxyr"$ 1 V4023
[SEAL]
Nota ubl>c,
In and for the State of Texas
Signature Page for General Certificate
4146-9986-6915.1
EXECUTED AND DELIVERED this
MANUAL SIGNATURE
STATE OF TEXAS §
COUNTY OF LUBBOCK §
_ City Manager, City of Lubbock, Texas
Before me, the undersigned authority, on this day personally appeared W. Jarrett Atkinson,
City Manager, of the City of Lubbock, Texas, known to me to be such person who signed the
above and foregoing certificate in my presence and acknowledged to me that such person executed
the above and foregoing certificate for the purposes therein stated.
"IqGIVEN UNDER MY HAND AND SEAL OF OFFICE THIS
n
FtNIFER SOWDER CLEMENTStUaiyPubk, Sime 01 TexasNotary1D� 1249766&3Commission W2&2020
[SEAL]
Notary Public,
and for the State of Texas
Signature Page for General Certificate
4140-99$6-6915.1
EXECUTED AND DELIVERED this 4000
MANUAL SIGNATURE OFFICIAL TITLE
City Secretary, City of Lubbock, Texas
STATE OF TEXAS
COUNTY OF LUBBOCK
Before me, the undersigned authority, on this day personally appeared Rebecca Garza, City
Secretary, of the City of Lubbock, Texas, known to me to be such person who signed the above
and foregoing certificate in my presence and acknowledged to me that such person executed the
above and foregoing certificate for the purposes therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS.. AVA
I - Notary Public,
and for the State of Texas
[SEAL]
� JENNIFER SOWDER CLEMENTS
Notary Punic�kes State of Texas
Notary 1D#9706&3
+ My Commissar) 06-28.2020
Signature Page for General Certificate
4140-9986-6915.1
CLOSING CERTIFICATE
1, the undersigned City Manager of the City of Lubbock, Texas (the "City"), acting in my
official capacity, in connection with the issuance and delivery by the City of Lubbock, Texas, of
its General Obligation Refunding Bonds, Taxable Series 2020 (the "Bonds"), hereby certify that:
1. This certificate is delivered pursuant to the Purchase Contract relating to the Bonds,
dated , 2020 (the "Purchase Contract"), between the City and the underwriters identified
therein (the "Underwriters"). Capitalized words used herein as defined terms and not otherwise
defined herein have the respective meanings assigned to them in the Purchase Contract.
2. The representations and warranties of the City contained in the Purchase Contract
are true and correct in all material respects on and as of the date hereof as though made on and as
of the date hereof.
3. Except to the extent disclosed in the Official Statement, no litigation is pending or,
to the knowledge of such person, threatened in any court to restrain or enjoin the issuance or
delivery of the Bonds, or the collection or application of the ad valorem taxes pledged or to be
pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way
contesting or affecting the validity of the Bonds or the City Documents, or contesting the powers
of the City or the authorization of the Bonds or the City Documents, or contesting in any way the
accuracy, completeness or fairness of the Official Statement.
4. To the best of my knowledge, no event affecting the City has occurred since the
date of the Official Statement that should be disclosed in the Official Statement 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 material respect.
5. There has not been any material and adverse change in the affairs or financial
condition of the City since September 30, 2019, the latest date as to which audited financial
information is available.
[Execution Page Follows.]
4143-3474-7939.1
DATED:
4143-3474-7939.1
City anagelr
City of Lubbock, Texas
Signature Page for Closing Certificate
CITY OF LUBBOCK, TEXAS
1625 13th Street
Lubbock, Texas 79401
March 24, 2020
Ms. Inetta Coats
BNY Mellon Corporate Trust
2001 Bryan St., 10th Floor
Dallas, Texas 75201
Re: City of Lubbock, Texas - Redemption of Outstanding Obligations set forth in
Schedule I attached hereto (the "Refunded Obligations")
Dear Ms. Coats:
The City of Lubbock, Texas (the "City), has elected to exercise its right to redeem certain
of the outstanding obligations of the City shown on Exhibit A attached hereto (the "Refunded
Obligations") on the dates shown therein.
As paying agent/registrar for the Refunded Obligations, you are hereby instructed to send
a notice of redemption in connection with the Refunded Obligations in accordance with the
ordinances authorizing the issuance of the Refunded Obligations (collectively, the "Ordinances").
The notice and the call for redemption are conditional in all respects upon the closing of the
City's General Obligation Refunding Bonds, Taxable Series 2020, on , 2020.
Please acknowledge receipt of this letter by signing in the space provided. By your
acknowledgment hereof, you agree (i) to continue to serve as paying agent for the Refunded
Obligations and to limit your remedies for nonpayment of fees under the Paying Agent/Registrar
Agreements currently in effect for such Refunded Obligations to an action for amounts due and
owing thereunder, and (ii) to provide the notice in accordance with the Ordinances.
The Remainder of this Page Intentionally Left Blank
4141-6697-5779.1
CITY OF LUBBOCK, TEXAS
By:
D. Blu Kostelich
Chief Financial Officer
4141-6697-5779.
Receipt Acknowledged on this _ , 2020:
The Bank of New York Mellon Trust Company, N.A.
By:
Name:
Title:
4141-6697-5779 1
EXHIBIT A
SCHEDULE OF REFUNDED OBLIGATIONS
4141-6697-5779 1
March 24, 2020
The Attorney General of Texas The Comptroller of Public Accounts
Public Finance Section Public Finance Division
William P. Clements Building, 7th Floor 111 East 17th Street
300 West 15th Street Austin, Texas 78701
Austin, Texas 78701
Re: City of Lubbock, Texas — General Obligation Refunding Bonds, Taxable Series
2020 (the "Obligations")
Ladies and Gentlemen:
The captioned Obligations are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Obligations in accordance with law. After
such approval, it is requested that the Attorney General deliver the Obligations to the Comptroller
of Public Accounts for registration.
Enclosed with the Obligations is a signed but undated copy of the GENERAL
CERTIFICATE (the "Certificate") relating to the Obligations. The Attorney General is hereby
authorized and directed to date the Certificate concurrently with the date of approval of the
Obligations. If any litigation or contest should develop pertaining to the Obligations or any other
matters covered by said Certificate, the undersigned will notify the Attorney General thereof
immediately by telephone. With this assurance the Attorney General can rely on the absence of
any such litigation or contest, and on the veracity and currency of said Certificate, at the time the
Attorney General approves the Obligations unless the Attorney General is notified otherwise as
aforesaid.
The Comptroller is hereby requested to register the Obligations as required by law and the
proceedings authorizing the Obligations. After such registration, the Comptroller is hereby
authorized and directed to deliver the Obligations, together with three copies of each of the
Attorney General's Approving Opinion and Comptroller's Certificate for the Obligations, to Jerry
V. Kyle, Jr., Orrick, Herrington & Sutcliffe LLP, 300 West Oh Street, Suite 1850, Austin, Texas
78701.
CITY OF LUBBOCK, TEXAS
Fiv
4134-6735-3123.1