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Home My WebLink AboutOrdinance - 2017-O0079 - Bond - Tax Note, Series 2017 - 06/22/2017Ordinance No. 2017 - 00079 ORDINANCE relating to CITY OF LUBBOCK, TEXAS TAX NOTE, SERIES 2017 Adopted; June 22, 2017 I f0U 3793187 3 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section1.01. Definitions......................................................................................................... 2 Section1.02. Other Definitions............................................................................................... 3 Section1.03. Findings............................................................................................................. 3 Section 1.04. Table of Contents, Titles and Headings............................................................. 3 Section1.05. Interpretation..................................................................................................... 4 ARTICLE II SECURITY FOR THE NOTE Section 2.01. Tax Levy for Payment of Notes........................................................................ 4 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE NOTE Section 3.01. Authorization ------------------ ------ ----- ------- -------- - _ _ s Section 3.02. Date, Denomination, Maturities, Numbers and Interest........ ............................ 5 Section 3.03. Medium, Method and Place of Payment........................................................... 6 Section 3.04. Execution and Initial Registration..................................................................... 7 Section3.05. Ownership.......................................................................................................... 7 Section 3.06. Registration, Transfer and Exchange................................................................. 8 Section 3.07. Cancellation and Authentication....................................................................... 8 Section 3.08. Replacement Notes............................................................................................ 9 ARTICLE IV REDEMPTION OF NOTES BEFORE MATURITY Section 4.01. Limitation on Redemption............................................................................... 10 Section4.02. Optional Redemption....................................................................................... 10 Section 4.03. Partial Redemption.......................................................................................... 10 Section 4.04. Notice of Redemption to Owners.................................................................... 10 Section 4.05. Payment Upon Redemption............................................................................. l 1 Section 4.06. Effect of Redemption....................................................................................... 11 Section 4.07. Lapse of Payment............................................................................................ 11 ARTICLE V PAYING AGENT/REGISTRAR Section 5 01. Appointment of Initial Paying Agent/Registrar............................................... 12 Section5.02. Qualifications................................................................................................... 12 Section 5.03. Maintaining Paying Agent/Registrar............................................................... 12 Section5.04. Termination..................................................................................................... 12 -T- HOU 3793197.3 Section 5.05. Notice of Change.................................................................. ................. 12 Section 5.06. Agreement to Perform Duties and Functions .................................................. 12 Section 5.07. Delivery of Records to Successor..................................................... ........ 12 ARTICLE VI FORM OF THE NOTE Section6.01. Form Generally................................................................................................ 13 Section6.02. Legal Opinion.................................................................................................. 13 ARTICLE XI DISCHARGE Section11.01. Discharge......................................................................................................... 19 ARTICLE XII MISCELLANEOUS Section 12.01. Changes to Ordinance...................................................................................... 19 Section 12.02. Partial Invalidity .............................................................................................. 19 Section12.03. Repealer........................................................................................................... 19 Section 12.04. Individuals Not Liable..................................................................................... 19 -lI- HOU 3793187.3 ARTICLE VII SALE OF THE NOTE; CONTROL AND DELIVERY OF THE NOTE Section 7.01. Sale of Notes; Private Placement Letter......................................................... 13 Section 7.02. Control and Delivery of Notes......................................................................... 14 ARTICLE VIII CREATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS Section8.01. Debt Service Fund........................................................................................... I4 Section 8.02. Deposit of Proceeds......................................................................................... 14 ARTICLE IX PARTICULAR, REPRESENTATIONS AND COVENANTS Section9.01. Payment of Notes............................................................................................. 15 Section 9.02. Other Representations and Covenants............................................................. 15 Section 9.03. Ordinance a Contract - Amendments.............................................................. 15 Section 9.04. Federal Income Tax Exclusion........................................................................ 16 ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default............................................................................................. 18 Section10.02. Remedies......................................................................................................... 18 ARTICLE XI DISCHARGE Section11.01. Discharge......................................................................................................... 19 ARTICLE XII MISCELLANEOUS Section 12.01. Changes to Ordinance...................................................................................... 19 Section 12.02. Partial Invalidity .............................................................................................. 19 Section12.03. Repealer........................................................................................................... 19 Section 12.04. Individuals Not Liable..................................................................................... 19 -lI- HOU 3793187.3 Section12.05. Related Matters................................................................................................ 20 Section 12.06. Force and Effect............................................................................................... 20 Formof Note...................................................................................................................... Exhibit A - iii- IIOU 3793187 3 AN ORDINANCE OF THE CITY OF LUBBOCK, TEXAS, AUTHORIZING THE ISSUANCE AND SALE OF CITY OF LUBBOCK, TEXAS, TAX NOTE, SERIES 2017; LEVYING A TAX IN PAYMENT THEREOF; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, pursuant to Chapter 1431, Texas Government Code, as amended (the "Act'), the governing body of a municipality is authorized to issue the Note hereinafter authorized (the "Note") to pay contractual obligations incurred or to be incurred for the purposes set forth in Section 3.01 hereof; and WHEREAS, the City Council of the City of Lubbock, Texas (the "City"), hereby finds and determines that it is necessary and in the best interest of the City and its citizens to issue the Note for the purposes herein described and that the Note shall be payable from and secured by ad valorem taxes levied, within the limits prescribed by law, on all taxable property within the City; and WHEREAS, the City Council desires to acquire, purchase, or finance personal property, appliances, equipment, facilities, furnishings or interests therein, whether movable or fixed, as described in this Ordinance, or such other personal property, appliances, .equipment, facilities, furnishings or interests therein, whether movable or fixed, deemed by the City Council to be necessary, useful and/or appropriate for its purposes (the "Property"); and WHEREAS, the Note hereinafter authorized shall mature before the seventh anniversary of the date that the Attorney General of the State of Texas approves the Note, as required by the Act; and WHEREAS, it is affirmatively found that the City Council is authorized to proceed with the issuance and sale of the Note as authorized by the Constitution and laws of the State of Texas, particularly the Act; and WHEREAS, the City Council has found and determined that it is necessary and in the best interest of the City and its citizens that it authorize by this Ordinance the issuance and delivery of its Notes at this time; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Chapter 551, Texas Government Code, as amended; Now Therefore, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS: [IOU 3793187 3 ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions. Unless otherwise expressly provided or urdess the context clearly requires otherwise, in this Ordinance the following terms shall have the meanings specified below: "Bond Counsel" means Andrews Kurth Kenyon LLP or any successor thereto. "Business Day" means a day that is not a Saturday, Sunday, legal holiday or other day on which banking institutions in the city where the Designated Payment/Transfer Office is located are required or authorized by law or executive order to close. "Code" means the Internal Revenue Code of 1986, as amended, and, with respect to a specific section thereof, such reference shall be deemed to include (a) the Regulations promulgated under such section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code and (d) the regulations promulgated under the provisions described in (b) and (c). "Debt Service Fund" means the Debt Service Fund established by Section 8.01(a). "Designated Payment/ Transfer Office" means (i) with respect to the initial Paying Agent/Registrar, its corporate trust office or such other location designated by the Paying Agent/Registrar, and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor. "Event of Default" means the occurrence of an event described in Section 10.1 of this Ordinance. "Fiscal Year" means such fiscal year as shall from time to time be set by the City Council. "Initial Note" means the Note described in Section 3.04(d). "Interest Payment Date" means the date or dates upon which interest on the principal of the Note is scheduled to be paid until the maturity or prior redemption of the Note, such dates being February 15 and August 15 of each year commencing February 15, 2018, until maturity or prior redemption. "Issuance Date" means the date of the initial delivery of and payment for the Note. "Maximum Lawful Rate" means the lesser of (a) the maximum rate of interest allowed by Chapter 1204, Texas Government Code, or any successor provision of (b) the maximum nonusurious rate of interest permitted to be charged by applicable federal or Texas law from time to time in effect. "Note" or "Notes" means the City's Notes entitled "City of Lubbock, Texas Tax Notes, Series 2017" authorized to be issued by Section 3.01. -2- HOU 3793167.3 "Ordinance" means this ordinance. "Owner" means the person who is the registered owner of the Note, as shown in the Register. "Paying Agent/Registrar" means Amegy Bank, or any successor thereto as provided in this Ordinance. "Paying Agent/Registrar Agreement" means the Paying Agent/Registrar Agreement between the Paying Agent/Registmr and the City relating to the Note. "Private Placement Letter" means that certain private placement letter between the City and the Purchaser, as described in Section 7.01 of this Ordinance. "Property" has the meaning assigned in the recitals of this Ordinance. "Purchaser" means Amegy Bank. "Record Date" means, for any Interest Payment Date, the close of business on the last day of the month next preceding an Interest Payment Date. "Register" means the Register specified in Section 3.06(a). "Regulations" means the applicable proposed, temporary or final Treasury Regulations promulgated under the Code or, to the extent applicable to the Code, under the Internal Revenue Code of 1954, as such regulations may be amended or supplemented from time to time. "Special Payment Date" means the Special Payment Date prescribed by Section 3.03(6). "Special Record Date" means the Special Record Date prescribed by Section 3.03(b). "Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment of the principal of or interest on the Note as the same become due and payable and remaining unclaimed by the Owners of the Note for 90 days after the applicable payment or redemption date. Section 1.02. Other Definitions. The terms "Act," "City Council" and "City" shall have the meanings assigned in the preamble to this Ordinance. Section 1.03. 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 1.04. 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 -3- 1 10U.3793187 3 construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.05. Interpretation. (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) Article and section references shall mean references to articles and sections of this Ordinance unless designated otherwise. (c) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Ordinance. (d) Any action required to be taken on a date which is not a Business Day shall be taken on the next succeeding Business Day and have the same effect as if taken on the date so required. (e) 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. ARTICLE II SECURITY FOR THE NOTE Section 2.01. Tax Lew for Payment of Note. While the Note or any part of the principal thereof or interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually levied, assessed and collected in due time, form and manner, and at the same time other City taxes are levied, assessed and collected, in each year, a continuing direct annual ad valorem tax, within the limits prescribed by law, upon all taxable property in the City sufficient to pay the current interest on the Note as the same becomes due, and to provide and maintain a sinking fund adequate to pay the principal of the Note as such principal matures, but never less than two percent (2%) of the original principal amount of the Note each year, full allowance being made for delinquencies and costs of collection, and such taxes when collected shall be applied to the payment of the interest on and principal of the Note and to no other purpose. The proceeds from all taxes levied, assessed and collected for and on account of the Note authorized by this Ordinance shall be deposited into the Debt Service Fund created pursuant to Section 8.01 herein. Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required hereby to be deposited to the Debt Service Fund are hereby pledged and committed irrevocably to the payment of the principal of and interest on the Note when and as due and payable in accordance with their terms and this Ordinance. -4- HOU 3793187.3 To pay debt service coming due on the Note prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other purpose. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE NOTE Section 3.0I. Authorization. The City's Note to be designated "City of Lubbock, Texas Tax Note, Series 2017," is hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, particularly the Act, in the aggregate principal amount of $18,220,000 for the purpose of providing funds to pay (i) contractual obligations incurred or to be incurred for the purchase of the Property, consisting of: materials, supplies, equipment and machinery for the City's Animal Services, Building Inspection, Citibus, Environmental Health, Facilities Management, Fire, Fleet, Information Technology, Library, Municipal Court, Park Maintenance, Police, Public Works Streets, Radio Shop, Solid Waste Management, Storm Water Management, Street Drainage Engineering, Traffic Operations, Vector Control and Wastewater departments; and (ii) the costs of issuance related thereto. Section 3.02. Date, Denomination, Maturities. Numbers and Interest. (a) The Note shall be dated as of the Issuance Date, and shall be issued in fully registered form, without coupons, in the denomination of $100,000 and any integral multiple of $5,000 in excess thereof and shall be numbered separately from R-1 upward, except the Initial Note, which shall be numbered I-1. (b) The Note shall mature on February 15, 2024 and be repaid in serial installments in the years 2018 through and including 2024 in the principal amounts set forth in the following schedule: (c) Interest shall accrue and be paid on the Note until the principal amount thereof has been paid or provision for such payment has been made, from the later of the Issuance Date or the most recent Interest Payment Date to which interest has been paid or provided for at the rate per annum for each respective maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on each Interest Payment Date, computed on -5- HOU 3793187 3 Principal Interest Maturity mount Rate 2/15/2018 $5,715,000 1.78% 2/15/2019 3,550,000 1.78% 2/15/2020 2,130,000 1.78% 2/15/2021 1,660,000 1.78% 2/15/2022 1,690, 000 1.78% 2/15/2023 1,720,000 1.78% 2/15/2024 1,755,000 1.78% (c) Interest shall accrue and be paid on the Note until the principal amount thereof has been paid or provision for such payment has been made, from the later of the Issuance Date or the most recent Interest Payment Date to which interest has been paid or provided for at the rate per annum for each respective maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on each Interest Payment Date, computed on -5- HOU 3793187 3 the basis of a 360 -day year composed of twelve 30 -day months. In no event, however, may the rate of interest on the Note exceed the Maximum Lawful Rate. Section 3.03. Medium. Method and Place of Payment. (a) The principal of and interest on the Note shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Note shall be payable to the Owners whose names appear in the Register at the close of business on the Record Date; provided, however, that 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") 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 at least 15 days after the Special Record Date) shall be sent at least five Business Days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of the Owner of the Note appearing on the 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. Interest on the Note shall be paid by wire or check (dated as of the Interest Payment Date) or by such other method as agreed to by the City, the Purchaser and the Paying Agent, and sent by the Paying Agent/Registrar to the person entitled to such payment, United States mail, first class postage prepaid, to the address of such person as it appears in the Register or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest is to be paid; provided, however, that such person shall bear all risk and expenses of such other customary banking arrangements. (c) The principal of the Note shall be paid to the person in whose name the Note is registered on the due date thereof (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of the Note at the Designated Payment/Transfer Office; provided, however, that for so long as the Notes is held by a single Owner, mandatory sinking fund redemption or optional redemption payments made prior to final maturity will be noted by the Paying Agent/Registrar in their official records but will not require the presentation and surrender of the Note. (d) If a date for the payment of the principal of or interest on the Note is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. (e) Subject to any applicable escheat, unclaimed property, or similar late, including 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 paid to the City and thereafter neither the City, the Paying Agent/Registrar, nor any other person shall be liable or responsible to any Owners of the Note for any further payment of such unclaimed moneys or on account of any such Note. -6- I IOU 3793187.3 Section 3.04. Execution and Initial Registration. (a) The Note shall be executed on behalf of the City by the Mayor or City Manager and City Clerk of the City, 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 Note shall have the same effect as if the Note had been signed manually and in person by each of said officers, and such facsimile seal on the Note shall have the same effect as if the official seal of the City had been manually impressed upon the Note. (b) In the event that any officer of the City whose manual or facsimile signature appears on the Note ceases to be such officer before the authentication of the Note 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 Notes 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 in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Note delivered on the Issuance Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller of Public Accounts of the State of Texas or by her duly authorized agent, which certificate shall be evidence that the Initial Note has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the City, and has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Issuance Date, one Note (the "Initial Note"), executed by manual or facsimile signature of the Mayor or City Manager and City Clerk of the City, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to the Purchaser or its designee against payment therefor. Section 3.05. Ownership. (a) The City, the Paying Agent/Registrar and any other person may treat the person in whose name any Note is registered as the absolute Owner of such Note for the purpose of making and receiving payment of the principal thereof and premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to the person in whose name the Note is registered on the Record Date or Special Record Date, as applicable), and for all other purposes, whether or not such Note 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 person deemed to be the Owner of any Note in accordance with this Section shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such Note to the extent of the sums paid. -7- I IOU 3793187.3 Section 3.06. Registration, Transfer and Exchange. (a) So long as any Notes 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 the Note in accordance with this Ordinance. Subject to the restrictions contained in the Private Placement Letter, the ownership of a Note may be transferred only upon the presentation and surrender of the Note 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 Note shall be effective until entered in the Register. A new Note or Notes will be delivered by the Paying Agent/Registrar, in lieu of the Note being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by United States mail, first class, posted prepaid, to the Owner or his designee. (b) The Note shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office for Notes of the same maturity and interest rate and in any denomination or denominations. of any integral multiple of $100,000 and any integral multiple of $5,000 in excess thereof, and in an aggregate principal amount equal to the unpaid principal amount of the Note presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Notes transferred or exchanged for other Notes in accordance with this Section. (c) Each exchanged Note 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 the benefits and security of this Ordinance to the same extent as the Note in lieu of which such exchange Note is delivered. (d) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of the Note. 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 Note. (e) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Note called for redemption, in whole or in part, where such redemption is scheduled to occur within 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 Note. Section 3.07. Cancellation and Authentication. A Note paid or redeemed before scheduled maturity in accordance with this Ordinance, and a Note in lieu of which an exchange Note or a replacement Note is authenticated and delivered in accordance with this Ordinance, shall be cancelled upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of the cancelled Note in accordance with the Securities Exchange Act of I934. -8- F[OU•3793187.3 Section 3.08. Replacement Notes. (a) Upon the presentation and surrender to the Paying Agent/Registrar, at the Designated Payment/Transfer Office, of a mutilated Note, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Note 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 Note 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 Note 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 Note has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner fust: (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 Note; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the City to save them harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, Iegal 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 Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Note 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 Note has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Note, may pay such Note. (e) Each replacement Note delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Note in lieu of which such replacement Note is delivered. HOU 3793187 3 ARTICLE IV REDEMPTION OF NOTES BEFORE MATURITY Section 4.01. Limitation on Redemption. The Note shall be subject to redemption before scheduled maturity only as provided in this ARTICLE IV. Section 4.02. Optional Redemption. The Note is subject to optional redemption prior to maturity, in whole or in part, on February 15, 20I8 and on any date thereafter, at a redemption price of par plus accrued interest to such date of redemption. Section 4.03. Partial Redemption. (a) If less than all of the Note is to be redeemed pursuant to Section 4.02 hereof, 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 random selection, the Note, or portions thereof, within such maturity or maturities and in such principal amounts for redemption. (b) A portion of a single Note of a denomination greater than $I00,000 may be redeemed, but only in a principal amount equal to $100,000 or any integral multiple of $5,000 in excess thereof. If such a Note is to be partially redeemed, the Paying Agent/Registrar shall treat each integral multiple of $ I00,000 or any integral multiple of $5,000 in excess thereof of the Note as though it were a single Note for purposes of selection for redemption. (c) The Paying Agent/Registrar shall promptly notify the City in writing of the principal amount to be redeemed of any Note as to which only a portion thereof is to be redeemed. Section 4.04. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of the Note by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owners of each Note (or portions 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 City reserves the right to give notice of its election or direction to redeem the Note 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 Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice and -10- HOU 3793187 3 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 Notes subject to conditional redemption where redemption has been rescinded shall remain outstanding. (c) 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. Section 4.05. Payment 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 Note 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, redemption premium, if any, and accrued interest on the Note being redeemed. (b) Upon presentation and surrender of any Note called for redemption at the Designated Paymentfrransfer Office of the Paying Agent/Registrar on or after the date fixed for redemption , the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Note to the date of redemption from the money set aside for such purpose; provided, however, that for so long as the Note are held by a single Owner, optional redemption payments made prior to final maturity will be noted by the Paying Agent/Registrar in their official records but will not require the presentation and surrender of the Note. Section 4.06. Effect of Redemption. (a) When the Note has been called for redemption in whole or in part and due provision has been made to redeem same as herein provided, the Note or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners to collect interest which would otherwise accrue after the redemption date on any Note or portion thereof called for redemption shall terminate on the date fixed for redemption. If the City shall fail to make provision for payment of all sums due on a redemption date, then any Note or portion thereof called for redemption shall continue to bear interest at the rate stated on the Note until due provision is made for the payment of same. (b) If the City shall fail to make provision for payment of all sums due on a redemption date, then any Note or portion thereof called for redemption shall continue to bear interest at the rate stated on the Note until due provision is made for the payment of same by the City. Section 4.07. Lapse of Pa3nent. Money set aside for the redemption of the Note and remaining unclaimed by the Owners thereof shall be subject to the provisions of Section 3.03(f) hereof. -ll- HOU 3793187.3 ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. ARoointrnentof Initial Pa in A ent/Re istrar. Amegy Bank is hereby appointed as the initial Paying Agent/Registrar for the Note. The form of Paying Agent/Registrar Agreement is hereby approved. 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 Note. Section 5.03. Maintaining Paying A ent/Re istrar. (a) At all times while any Notes are outstanding, the City will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor or the City Manager is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the City and the Paying Agent/Registrar. The signature of the Mayor or the City Manager shall be attested by the City Clerk. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will promptly appoint a replacement, provided, that such resignation shall not be effective until a successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying Agent/Registrar for the Note. Section 5.04. Termination. The City, upon not less than 45 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, provided, that such termination shall not be effective until a successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying Agent/Registrar for the Note. Section 5.05. Notice of Change. 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 first class United States mail, postage prepaid, at the address in the Register, 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 hereby and 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 Note to the successor Paying Agent/Registrar. -12- HOU 3773187 3 ARTICLE VI FORM OF THE NOTE Section 6.01. Form Generally. (a) The Note, 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 the Note, (i) shall be substantially in the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification 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 the Note, as evidenced by their execution thereof. (b) Any portion of the text of any Note may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Note. (c) The Note, including the Initial Note submitted to the Attorney General of Texas, shall be typed, printed, lithographed, photocopied 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 the Note, as evidenced by their execution thereof. Section 6.02. Legal Opinion. The approving legal opinion of Bond Counsel may be printed on or attached to each Note over the certification of the City Clerk of the City, which may be executed in facsimile. ARTICLE VII SALE OF THE NOTE; CONTROL AND DELIVERY OF THE NOTE Section 7.01. Sale of Notes: Private Placement Letter. (a) The Note is hereby sold and shall be delivered to the Purchaser at a price of $18,220,000, representing the par amount of the Note in accordance with the terns of the Private Placement Letter, presented to and hereby approved by the City Council, which price and terms are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Mayor or City Manager and other appropriate officials of the City are hereby authorized to execute the Private Placement Letter on behalf of the City and to do any and all things necessary or desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of the Note and the approving opinion of the Attorney General of Texas. (b) All officers and officials of the City are authorized to take such actions and to execute such documents, certificates and receipts, and to make such elections with respect to the tax-exempt status of the Note, as they may deem necessary and appropriate in order to consummate the delivery of the Note. (c) The obligation of the Purchaser to accept delivery of the Note is subject to the Purchaser being furnished with the final, approving opinion of Bond Counsel, which opinion shall be dated as of and delivered on the Issuance Date. -I3- HOU 3793187.3 Section 7.02. Control and Delivery of Notes. (a) The Mayor or her designee is hereby authorized to have control of the Initial Note and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attomey 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 Note shall be made to the Purchaser under and subject to the general supervision and direction of the Mayor or City Manager, against receipt by the City of all amounts due to the City under the terms of sale. (c) In the event the Mayor is absent or otherwise unable to execute any document or take any action authorized herein, the City Manager shall be authorized to execute such documents and take such actions, and the performance of such duties by the City Manager shall for the purposes of this Ordinance have the same force and effect as if such duties were performed by the Mayor. ARTICLE VIII CREATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS Section 8.01. Debt Service Fund. (a) The City hereby establishes a special fund or account to be designated the "City of Lubbock, Texas, Tax Notes, Series 2017 Debt Service Fund" (the "Debt Service Fund") with said fund to be maintained at an official depository bank of the City separate and apart from all other funds and accounts of the City. The taxes levied under Section 2.01 shall be deposited to the credit of the Debt Service Fund at such times and in such amounts as necessary for the timely payment of the principal of and interest on the Note. (b) If the amount of money in the Debt Service Fund is at least equal to the aggregate principal amount of the outstanding Notes plus the aggregate amount of interest due and that will become due and payable on the Note, no further deposits to that fund need be made. (c) Money on deposit in the Debt Service Fund shall be used to pay the principal of and interest on the Note as such become due and payable. Section 8.02. Deposit of Proceeds. Proceeds from the sale of the Note are appropriated for the purposes and shall, promptly upon receipt by the City, be applied as follows: (a) Note proceeds in the amount of $18,136,525.91 shall be used for the purposes described in Section 3.01(i) hereof. (b) Note proceeds in the amount of $83,474.09 shall be used to pay the costs of issuance. -I4- HOU 3793187.3 (c) Any amounts remaining after paying costs of issuance may be used for the purposes described in subsection (a). Any amounts remaining after accomplishing such purposes and paying costs of issuance shall be deposited to the Debt Service Fund and applied to the payment of debt service on the Note. ARTICLE IX PARTICULAR, REPRESENTATIONS AND COVENANTS Section 9.01. Payment of Notes. While the Note is outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Debt Service Fund, money sufficient to pay the interest on and the principal of the Note, as applicable, as will accrue or mature on each applicable Interest Payment Date and principal payment date. Section 9.02. Other Representations and Covenants. (a) The City is a duly organized and existing political subdivision of the State of Texas under the Constitution and laws of the State of Texas. (b) The City is duly authorized under the laws of the State of Texas to issue the Note; all action on its part for the creation and issuance of the Note has been duly and effectively taken; and the Note in the hands of the Owners thereof are and will be valid and enforceable obligations of the City in accordance with their terms. (c) The City will faithfully perform, at all times, any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in the Note; the City will promptly pay or cause to be paid the principal of and interest on the Note on the dates and at the places and manner prescribed in the Note; 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. (d) The placement of the Note is exempt from the United States Securities and Exchange Commission's Rule 15c2-12. No continuing disclosure undertaking will be entered into by the City, however, the City will provide the Purchaser the City's most recently audited financial information within 270 days of the end of each fiscal year. Section 9.03. Ordinance a Contract - Amendments. This Ordinance shall constitute a contract with the Owners from time to time, be binding on the City, and shall not be amended or repealed by the City so long as the Note remains outstanding except as permitted in this Section. The City may, without the 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 consent of the Owners holding a majority in aggregate principal amount of Notes then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the written consent of all Owners, no such amendment, addition, or rescission shall (a) extend the time or times of payment of the principal of and interest on the Note, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of -15- HOU 3793187 3 payment of the principal and interest thereon; (b) give any preference to any Notes over any other Notes; or (c) reduce the aggregate principal amount of Notes required to be held by Owners for consent to any such amendment, addition, or rescission. Section 9.04. Federal Income Tax Exclusion. (a) General. The City intends that the interest on the Note be excludable from gross income for federal income tax purposes pursuant to sections 103 and 141 through 150 of the Code. The City covenants and agrees not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, would (i) cause the interest on the Note to be includable in gross income, as defined in section 61 of the Code, for federal income tax purposes or (ii) result in the violation of or failure to satisfy any provision of Section 103 and 141 through I50 of the Code and the applicable Regulations promulgated thereunder. In particular, the City covenants and agrees to comply with each requirement of this Section 9.04; provided, however, that the City will not be required to comply with any particular requirement of this Section 9.04 if the City has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that (i) such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Note or (ii) compliance with some other requirement set forth in this Section 9.04 will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such other requirement specified in such Counsel's Opinion will constitute compliance with the corresponding requirement specified in this Section 9.04. (b) No Private Use or Payment and No Private Loan Financing. The City covenants and agrees that it will make such use of the proceeds of the Note, including interest or other investment income derived from Note proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the Note will not be "private activity bonds" within the meaning of section 141 of the Code and the Regulations promulgated thereunder. Moreover, the City will certify, through an authorized officer, employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the date the Note is delivered, that the proceeds of the Note will not be used in a manner that would cause the Note to be "private activity bonds" within the meaning of section 141 of the Code and the Regulations promulgated thereunder. (c) No Federal Guarantee. The City covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the Note to be "federally guaranteed" within the meaning of section I49(b) of the Code and the applicable Regulations promulgated thereunder, except as permitted by section 149(b)(3) of the rode and such Regulations. (d) No Hedge Bonds. The City covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the Note to be "hedge bonds" within the meaning of section 149(g) of the Code and the applicable Regulations promulgated thereunder. (e) No Arbitrage. The City covenants and agrees that it will make such use of the proceeds of the Note, including interest or other investment income derived from Note proceeds, -16- HOU•3793l67.3 regulate investments of proceeds of the Note, and take such other and further action as may be required so that the Note will not be "arbitrage bonds" within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder. Moreover, the City will certify, through an authorized officer, employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the date the Note isdelivered, that the proceeds of the Note will not be used in a manner that would cause the Note to be "arbitrage bonds" within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder. (f) Arbitrage Rebate. If the City does not qualify for an exception to the requirements of Section 148(f) of the Code relating to the required rebate to the United States, 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 Note (within the meaning of section 148(0(6)(B) of the Code), be rebated to the federal government. Specifically, the City will (i) maintain records regarding the investment of the gross proceeds of the Note as may be required to calculate the amount earned on the investment of the gross proceeds of the Note separately from records of amounts on deposit in the funds and accounts of the City allocable to other debt issue of the City or moneys that do not represent gross proceeds of any bonds of the City, (ii) determine at such times as are required by applicable Regulations, the amount earned from the investment of the gross proceeds of the Note which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Note, or on such other dates as may be permitted under applicable Regulations, all amounts required to be rebated to the federal government. Further, the City will not indirectly pay any amount otherwise payable to the federal goverment 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 Note 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 the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. (g) Information Reporting. The City covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Note is issued, an information statement concerning the Note, all under and in accordance with section 149(e) of the Code and the applicable Regulations promulgated thereunder. (h) Record Retention. The City will retain all pertinent and material records relating to the use and expenditure of the proceeds of the Note until three years after the last Note is redeemed, or such shorter period as authorized by subsequent guidance issued by the Department of Treasury, if applicable. All records will be kept in a manner that ensures their complete access throughout the retention period. For this purpose, it is acceptable that such records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic system includes reasonable controls and quality assurance programs that assure the ability of the City to retrieve and reproduce such books and records in the event of an examination of the Note by the Internal Revenue Service. (i) Registration. The Note will be issued in registered form. -17- HOU 3793187 3 (j) Deliberate Actions. The City will not take a deliberate action (as defined in section 1.141-2(d)(3) of the Regulations) that causes the Note to fail to meet any requirement of section 141 of the Code after the issue date of the Note unless an appropriate remedial action is permitted by section 1.141-12 of the Regulations, the City takes such action, and an opinion of Bond Counsel is obtained that such remedial action cures any failure to meet the requirements of section 141 of the Code. (k) Continuing Obligation. Notwithstanding any other provision of this Ordinance, the City's obligations under the covenants and provisions of this Section 9.04 will survive the defeasance and discharge of the Note for as long as such matters are relevant to the exclusion from gross income of interest on the Note for federal income tax purposes. ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default. In addition to the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City: (a) fails to make payment of the interest and principal when the same becomes due and payable; or (b) defaults in the observance or performance of any of the other covenants, conditions or obligations set forth in this Ordinance, 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 the Ordinance, and the continuation thereof for a period of thirty days after notice of such default is given by any Owner to the City; or (c) An order of relief shall be issued by the Bankruptcy Court of the United States District Court having jurisdiction, granting the City any relief under any applicable law, or any other court having valid jurisdiction shall issue an order or decree under applicable federal or state law providing for the appointment of a receiver, liquidator, assignee, trustee, sequestrator, or other similar official for the City as applicable, of any substantial part of its property, affairs or assets, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days. Section 10.02. Remedies. (a) Upon the occurrence of an Event of Default, 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 perfonnance 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. It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Notes then outstanding. No delay or omission to exercise any -18- HOU 3793187.3 right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power shall be exercised from time to time and as often as may be deemed expedient. (b) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Note or now or hereafter existing at law or in equity; provided, however, the right to accelerate the debt evidence by the Note shall not be available as a remedy under this Ordinance. ARTICLE XI DISCHARGE Section 11.01. Discharge. The City reserves the right to defease, discharge or refund the Note in any manner now or hereinafter permitted by applicable law. ARTICLE XII MISCELLANEOUS Section 12.01. Changes to Ordinance. Bond Counsel is hereby authorized to make changes to the terms of this Ordinance if necessary or desirable to carry out the purposes hereof or in connection with the approval of the issuance of the Note by the Attorney General of Texas. Section 12.02. Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 12.03. Repealer. All ordinances or resolutions, or parts thereof, heretofore adopted by the City and inconsistent with the provisions of this Ordinance are hereby repealed to the extent of such conflict. Section 12.04. Individuals Not Liable. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member of City Council or agent or employee of City Council or of the City in his or her individual capacity and neither the members of City Council nor any officer thereof, nor any agent or employee of City Council or of the City, shall be liable personally on the Note, or be subject to any personal liability or accountability by reason of the issuance thereof. -19- 1 IOU 3793187.3 Section 12.05. Related Matters. To satisfy in a timely manner all of the City's obligations under this Ordinance, the Mayor, City Manager or the City Clerk and all other appropriate officers and agents of the City are hereby authorized and directed to do any and all things necessary and/or convenient to cavy out the terms and purposes of this Ordinance. Section 12.06. Force and Effect. This Ordinance shall be in full force and effect from and after its final passage, and it is so ordained. [Signature page follows] -20- 130-1 3793187 3 A00,201-7 Y PASSED �� 1-1\r DANIEL M. POPE, Mayor AND, APPROVED AND EFFECTIVE on this ATTEST: [SEAL] APPROVED AS TO CONTENT: DA CUELLAR, Executive Director of Finance APPROVED AS TO FORM: By: Ct t-` JERRY V KYLE, JR., Bond Counsel Signature Page to Ordinance Authorizing City of Lubbock, Texas Tax Notes, Series 2017 HOU:3793 187 2 PRESENTED, FINALLY PASSED AND, APPROVED AND EFFECTIVE on this day of , 2017. ATTEST: REBECCA GARZA, City Secretary [SEAL] APPROVED AS TO CONTENT: DANIEL M. POPE, Mayor By: l LINDA CUE AR, Executive Director of Finance APPROVED AS TO FORM: By: `— JERRY . KYLE, JR., Bond Counsel Signature Page to Ordinance Authorizing City of Lubbock, Texas Tax Notes, Series 2017 1IOU 3793197.3 EXHIBIT A FORM OF THE NOTE The form of the Note, 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 Note, shall be substantially as follows: (a) Form of Note. THIS NOTE MAY NOT BE TRANSFERRED IN WHOLE OR IN PART EXCEPT AS PROVIDED IN SECTION 3.06 OF THE ORDINANCE AND AS PROVIDED HEREIN REGISTERED NO. INTEREST RATE: 1.78% UNITED STATES OF AMERICA STATE OF TEXAS CITY OF LUBBOCK, TEXAS TAX NOTES, SERIES 2017 MATURITY DATE: February 15, 20_ REGISTERED ISSUANCE DATE: July 11, 2017 The City of Lubbock (the "City"), in Lubbock County, State of Texas, for value received, hereby promises to pay to or registered assigns, on the Maturity Date specified above, the sum of unless the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on such principal amount hereof from the later of the Issuance Date specified above or the most recent interest payment date to which interest has been paid or provided for until such principal amount shall have 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 on February 15, 2018. The principal of this Note (or so much thereof as shall not have been paid or deemed to have been paid upon prior redemption) shall be payable without exchange or collection charges in lawful money of the United States of America on the Maturity Date specified above (unless redeemed prior thereto as provided in this Note) upon presentation and surrender of this Note at A-1 HOU 3743187.3 the corporate trust office in , Texas (the "Designated Payment/i'ransfer Office"), of Amegy Bank, as initial Paying Agent/Registrar, or, with respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Note is payable by check dated as of the interest payment date, 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 arrangements acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the person to whom interest is to be paid. For the purpose of the payment of interest on this Note, the registered owner shall be the person in whose name this Note is registered at the close of business on the "Record Date," which shall be the close of business on the fifteenth day of the month next preceding such interest payment date; provided, however, that 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") 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 United States mail, first class, postage prepaid, to the address of each Owner of a Note appearing on the books of the Paying Agent/Registrar at the close of business on the Iast Business Day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on this Note is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which such banking institutions are authorized to close; and payment on such date shalt have the same force and effect as if made on the original date payment was due. This Note is dated July 11, 2017 and is one of a series of fully registered notes specified in the title hereof issued in the aggregate principal amount of $18,220,000 (herein referred to as the "Notes"), pursuant to a certain ordinance approved by the City Council of the City (the "Ordinance") for the purpose of providing funds to pay contractual obligations incurred or to be incurred (i) for the purchase of the Property, consisting of: materials, supplies, equipment and machinery for the City's Animal Services, Building Inspection, Citibus, Environmental Health, Facilities Management, Fire, Fleet, Information Technology, Library, Municipal Court, Park Maintenance, Police, Public Works Streets, Radio Shop, Solid Waste Management, Storm Water Management, Street Drainage Engineering, Traffic Operations, Vector Control and Wastewater departments; and (ii) to pay the costs of issuance related thereto. This Note and the interest thereon are payable from the levy of a direct and continuing ad valorem tax levied, within the limit prescribed by law, against all taxable property in the City as described and provided in the Ordinance. The Note is subject to optional redemption prior to maturity, in whole or in part, on February 15, 2018 and on any date thereafter, at a redemption price of par plus accrued interest to such date of redemption. A-2 HOU 3793187.3 Not less than 30 days prior to a redemption date for the Note, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the Owners of the Note to be redeemed at the address of the Owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the business day next preceding the date of mailing such notice. The City reserves the right to give notice of its election or direction to redeem Notes pursuant to an optional redemption 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 on or 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 Notes subject to conditional redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption 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. Any notice so mailed shall be conclusively presumed to have been duly given, whether or not the registered owner receives such notice. Notice having been so given and subject, in the, case of an optional redemption, to any rights or conditions reserved by the City in the notice, the Note called for redemption shall become due and payable on the specified redemption date, and notwithstanding that any Notes or portion thereof has not been surrendered for payment, interest on the Note or portions thereof shall cease to accrue. As provided in the Ordinance, and subject to certain limitations therein set forth, this Note is transferable upon surrender of this Note for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and, thereupon, one or more new fully registered Note 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. Notwithstanding any of the foregoing, this Note may only be transferred in whole and not in part and only to (x) an affiliate of the Purchaser, (y) a trust or custodial arrangement established by the Purchaser or one of its affiliates, the owners of the beneficial interests in which are limited to qualified institutional buyers, as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the "1933 Act"), or (z) an entity that is both a qualified institutional buyer and a commercial bank having capital and surplus, determined as of the date of any transfer of the Note, of $10,000,000 or more that has executed and delivered to the City a Private Placement Letter in a form acceptable to the City. Notwithstanding the foregoing, if the outstanding principal amount of the Note is less than $250,000, a Note may not be transferred without the prior written consent of the City. A-3 IIOU 3793187 3 The City, the Paying Agent/Registrar, and any other person may treat the person in whose name this Note 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 Note is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Note 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 Note is duly authorized by Iaw; that all acts, conditions and things required to be done precedent to and in the issuance of the Note has been properly done and performed and have happened in regular and due time, form and manner, as required by law; and that the total indebtedness of the City, including the Note, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, this Note has been duly executed on behalf of the City, under its official seal, in accordance with law. City Secretary City of Lubbock, Texas (SEAL] (b) Payment Schedule. Mayor City of Lubbock, Texas PAYMENT SCHEDULE Principal Principal Date of Maturity Date Amount Amount Paid Payment A-4 HOU 3793187 3 Remaining Principal Balance of Maturity (c) Form of Certificate of Paying Agent/Registrar. CERTIFICATE OF PAYING AGENT/REGISTRAR The Initial Note of this series 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 Note referred to in the within mentioned Ordinance. Dated: (d) Form of Assignment. ASSIGNMENT as Paying Agent/Registrar By: 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 Note and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Note on the books kept for registration hereof, with full power of substitution in the premises. Date: Signature Guaranteed By: NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. Authorized Signatory A•5 [IOU 3793137 3 (e) Form of Comptroller's Registration Certificate. The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Note: REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Note, and that this Note has been registered this day by me. [SEAL] WITNESS MY SIGNATURE AND SEAL OF OFFICE this Comptroller of Public Accounts of the State of Texas (f) The Initial Note shall be in the form set forth in paragraphs (a), (b), (d) and (e) of this Section, except for the following alterations: (i) immediately under the name of the Note, the headings "INTEREST RATE" AND "MATURITY DATE" shall both be completed with the expression "As Shown Below"; and (ii) in the first paragraph of the Note, 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 set forth in the following schedule:" (Information to be inserted from Section 3.02 of the Ordinance) (iii) the Initial Note shall be numbered "I -I". A-6 I IOU 3793187 3 MINUTES AND CERTIFICATION PERTAINING TO PASSAGE OF AN ORDINANCE STATE OF TEXAS § COUNTY OF LUBBOCK § CITY OF LUBBOCK § On the 22nd day of June, 2017, 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 Daniel M. Pope, Mayor Latrelle Joy, Mayor Pro Tem W. Jarrett Atkinson, City Manager Linda Cuellar, Executive Director of Finance Rebecca Garza, City Secretary as follows: Juan A. Chadis ) Shelia Patterson Harris ) Members of Jeff Griffith ) the Council Steve Massengale ) Karen Gibson ) 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 OF THE CITY OF LUBBOCK, TEXAS, AUTHORIZING THE ISSUANCE AND SALE OF CITY OF LUBBOCK, TEXAS, TAX NOTES, SERIES 2017; LEVYING A TAX IN PAYMENT THEREOF; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT 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. I-IOU:3798729 I 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: 7 NOES: o ABSTENTIONS: 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 22nd day of June, 2017. City Secretary City f Lubbock, Texas [SEAL] HOU:3798729.1 [NAME OF BANK] PURCHASE AND INVESTMENT LETTER , 2017 Mayor and City Council City of Lubbock, Texas 1625 13th Street Lubbock, Texas 79401 Re: $ City of Lubbock, Texas, Tax Notes, Series 2017 (the "Notes") Ladies and Gentlemen: (the "Bank") hereby offers to purchase from the City of Lubbock, Texas (the "City") the above -captioned Notes and, upon acceptance of this offer by the City, such offer will become a binding agreement between the Bank and the City. This offer must be accepted by 10:00 p.m., Central Standard Time, on June 22, 2017, and if not so accepted will be subject to withdrawal. Purchase Price: The purchase price for the Notes will be 2. Paying Agent/Registrar: [The Bank] [ ] will serve as Paying Agent/Registrar for the Notes [at no cost to the City]. 3. Terms of Notes: The Notes shall be issued in the principal amount of $ and shall bear interest at such rates, mature on such dates and in such amounts, and have such other terms and conditions as are set forth in the ordinance (the "Note Ordinance") adopted by the City Council of the City on June 22, 2017. The Notes are being issued for the purpose of providing funds to pay contractual obligations incurred or to be incurred for the purchase of materials, supplies, equipment and machinery of the City. The Bank has received a copy of the Note Ordinance. Pursuant to and as more fully described in the Note Ordinance, the Notes shall be secured by a pledge of ad valorem taxes levied, within the limits prescribed by law, on all taxable property within the City. 4. Closing: The City shall deliver the Notes to, or for the account of, the Bank and the Bank shall purchase the Notes at 10:00 a.m. Central Standard Time, on Julyl1, 2017, or at such other time as shall be mutually agreed upon (hereinafter referred to as the "Closing"). The Closing shall take place at the offices of Andrews Kurth Kenyon LLP, Austin, Texas, ("Bond Counsel") or such other location as may be mutually agreed upon. 5. Conditions to Closing: The Bank's agreement to purchase and the City's agreement to sell the Notes are subject to the Bank's receipt of or the confirmation of following, in either case on or before Closing: HOU3793648.1 a) The City shall have adopted the Note Ordinance authorizing the issuance of the Notes. b) The City shall have delivered a no -litigation certificate. C) Bond Counsel shall have received an executed Federal Tax Certificate and an executed Issue Price Certificate in such forms as are sufficient to support its opinion described in paragraph 5(d), below. d) Bond Counsel shall have issued its approving legal opinion as to the due authorization, issuance and delivery of the Notes and as to the exemption of the interest thereon from federal income taxation. e) The Notes shall have been approved by the Attorney General of the State of Texas and shall have been registered by the Comptroller of Public Accounts of the State of Texas. f) Nothing shall have occurred prior to Closing, which, in the Bank's opinion, has had or could have a materially adverse effect on the financial condition or general affairs of the City. 6. Acknowledgements and Representations of the Bank. a) The Bank is a "bank" as defined in Section 3(a)(2) of the Securities Act of 1933 (the "1933 Act") or an "accredited investor " within the meaning of Section 2(a)(15) of the 1933 Act and/or a "qualified institutional buyer" as defined in Rule 144A under the 1933 Act, as amended. b) The Bank has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations of a nature similar to the Notes to be able to evaluate the risks and merits of the investment represented by the purchase of the Notes. C) The Bank is acquiring the Notes for its own account as evidence of a loan or for the account of a permitted transferee, and not with a view to, or for present sale in connection with, any distribution of the Notes or any part thereof. d) As a sophisticated investor, the Bank has made its own credit inquiry and analysis with respect to the City and the Notes, and has made an independent credit decision based upon such inquiry and analysis. The City has furnished to the Bank all the information that the Bank, as a reasonable investor, has requested of the City as a result of the Bank having attached significance thereto in making an investment decision with respect to the Notes, and the Bank has had the opportunity to ask questions of and receive answers from knowledgeable individuals HOU:3793648.1 concerning the City and the Notes. The Bank is able and willing to bear the economic risk of the purchase and ownership of the Notes. e) The Bank understands that the Notes have not been registered with any federal or state securities agency or commission. f) The Bank acknowledges that the Notes are transferrable only by notation on the Register maintained by the Paying Agent/Registrar and is freely transferrable provided that: (i) the transferring holder thereof shall first have complied with any then applicable state and federal securities laws and regulations; and (ii) the transferring holder thereof will not prepare or furnish, or cause to be prepared or furnished, any disclosure regarding the City's finances without the prior review and written consent of the City, in the City's sole discretion; and (iii) the transferring holder thereof shall not acquire the Notes for sale or distribution, and is subject to the same restrictions on transfers as the Bank under this section; and (iv) notwithstanding the foregoing, if the principal amount of the Notes is less than $250,000, the Notes may not be transferred without the prior written consent of the City. 7. Reporting Requirements. The City agrees to provide to Bank a copy of its audited financial statements within 240 days of the end of each fiscal year. The City may satisfy such obligation through a posting made on the Electronic Municipal Market Access website (www.emma.msrb.org). S. Survival and Severability: For so long as the Notes remain outstanding, the covenants made in paragraph 6 and 7 above shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any party hereto or (ii) delivery of and payment for the Notes hereunder. 9. No Oral Agreements: To the extent allowed by law, the parties hereto agree to be bound by the terms of the following notice: NOTICE: THIS PURCHASE AND INVESTMENT LETTER, THE NOTE ORDINANCE, AND THE NOTES TOGETHER REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THIS TRANSACTION AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THIS TRANSACTION. HOU:3793648.1 [Execution Pages to Follow] HOU:3793648.1 If this purchase agreement meets with your approval, please execute it in the place provided below. [BANK] By: Name: Title: Signature Page to Purchase and Investment Letter City of Lubbock, Texas Tax Notes, Series 2017 HOU:3793648.1 ACCEPTED BY CITY OF LUBBOCK, TEXAS: By: Mayor City of Lubbock, Texas Signature Page to Purchase and Investment Letter City of Lubbock, Texas Tax Notes, Series 2017 HOU:3793648.1 as of PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT (this "Agreement") is entered into June 22, 2017, by and between the City of Lubbock, Texas (the "City") and (the "Bank"). RECITALS OF THE CITY WHEREAS, the City has duly authorized and provided for the issuance of its Tax Notes, Series 2017 (the "Notes") in the principal amount of $ to be issued as fully -registered Notes; WHEREAS, all things necessary to make the Notes the valid Notes of the City, in accordance with their terms, will be done upon the issuance and delivery thereof, WHEREAS, the City and the Bank wish to provide the terms under which the Bank will act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the Notes, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Notes; and WHEREAS, the City and the Bank have duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agreement of the parties, 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 1.1. Appointment. The City hereby appoints the Bank to act as Paying Agent with respect to the Notes, to pay to the Owner of the Notes in accordance with the terms and provisions of this Agreement and the Ordinance, the principal of and interest on the Notes. In addition, the City hereby appoints the Bank as Registrar with respect to the Notes. The Bank hereby accepts its appointment and agrees to act as Paying Agent and Registrar. Section 1.2. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the City hereby agrees to pay the Bank the fees set forth in the Bank's fee schedule attached as Exhibit A hereto. The Bank reserves the right to amend the fee schedule at any time, provided the Bank shall have furnished the City with a written copy of such amended fee schedule at least 75 days prior to the date that the new fees are to become effective. l -10U:3798737.1 ARTICLE II. DEFINITIONS Section 2.1. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank" means "Financial Advisor" means , its successors and assigns, or any subsequent financial advisor selected by the City. "City" means the City of Lubbock, Texas. "Notes" means the I City of Lubbock, Texas Tax Notes, Series 2017." "Ordinance" means the ordinance of the City, approved by its City Council on June 22, 2017, and pursuant to which the Notes are issued. "Paying Agent" means the Bank when it is performing the function of paying agent. "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 or any entity whatsoever. "Registrar" means the Bank when it is performing the function of registrar. All other capitalized terms shall have the meanings assigned in the Ordinance. ARTICLE III. DUTIES AND RIGHTS OF THE BANK Section 3.1. Initial Delivery of Note. The Note will be initially registered and delivered to the purchaser designated by the City as set forth in the Ordinance. If such purchaser delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, exchange the Note initially delivered for Notes of authorized denominations, registered in accordance with the instructions in such request and the Ordinance. Section 3.2. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate funds have been provided to it for such purpose by or on behalf of the City, pay on behalf of the City the principal of and interest on the Notes in accordance with the provisions of the Ordinance. Section 3.3. Duties of Registrar. The Bank shall provide for the proper registration of the Notes and the exchange, replacement and registration of the Notes, in accordance with the HOU:3748737.1 7 provisions of the Ordinance. The Bank will maintain the books of registration in accordance with the Ordinance and the Bank's general practices and procedures in effect from time to time. The Bank shall keep and maintain a current copy of the books of registration at its offices at Section 3.4. Unauthenticated Notes. The City shall provide an adequate inventory of unauthenticated Notes to facilitate transfers. The Bank covenants that it will maintain such unauthenticated Notes in safekeeping and will use reasonable care in maintaining such Notes in safekeeping, which shall be not less than the care it maintains for debt securities of other government entities or corporations for which it serves as registrar, or which it maintains for its own securities. Section 3.5. Reports. Upon the request of the City, the Bank will provide the City reports which will describe in reasonable detail all transactions pertaining to the Notes and the books of registration. The City may also inspect and make copies of the information in the books of registration at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to make an up-to-date listing or to convert the information into written form. Section 3.6. Canceled Notes. Any Notes surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Bank, and if not already canceled, shall be promptly canceled by the Bank. The City may at any time deliver to the Bank for cancellation any Notes previously authenticated and delivered which the City may have acquired in any manner whatsoever, and any Notes so delivered shall be promptly canceled by the Bank. Any canceled Notes held by the Bank shall be destroyed before the expiration of one year after the date of its payment or before the expiration of three months after the date the Registrar files with the City a list identifying the Notes to be destroyed. Section 3.7. Transfer of Funds. The Bank is authorized to transfer funds relating to the closing and initial delivery of the Notes in the manner disclosed in the closing memorandum as prepared by the 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 City 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. Section 3.8. 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 by the City. (b) The Bank shall not be liable to the City for actions taken under this Agreement so long as it acts in good faith and exercises due diligence, reasonableness and care, as prescribed by law, with regard to its duties hereunder. HOU:3798737.1 3 (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 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. (e) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys. Section 3.9. Money Held by Bank. A fiduciary account shall at all times be kept and maintained by the Bank for receipt, safekeeping and disbursement of moneys received from the City hereunder for the payment of the Notes. The Bank shall be under no obligation to pay interest on any money received by it hereunder. All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the City, with such moneys that exceed the deposit insurance available to the City 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 to secure and be pledged as collateral for trust accounts until the principal and interest on such Notes have been paid to the Holders thereof. Section 3.10. Indemnification. To the extent permitted by law, the City agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 3.11. Interpleader. The City and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the County in the State of Texas where either the Bank maintains an office or the administrative offices of the City is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 4.4 of this Agreement shall constitute adequate service. The City and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction located in the State of Texas to determine the rights of any Person claiming any interest herein. HOU:3798737.1 4 ARTICLE IV. MISCELLANEOUS PROVISIONS Section 4.1. May Own Notes. The Bank, in its individual or any other capacity, may become the owner or pledgee of the Notes with the same rights it would have if it were not the Paying Agent and Registrar for the Notes. Section 4.2. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 4.3. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 4.4. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the City or the Bank shall be mailed or delivered to the City or the Bank, respectively, at the addresses shown herein, or such other address as may have been given by one party to the other, by 15 days written notice. Section 4.5. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 4.6. Successors and Assigns. All covenants and agreements herein by the City and the Bank shall bind their successors and assigns, whether so expressed or not. Section 4.7. 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 4.8. Ordinance Governs Conflicts. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. Section 4.9. Term and Termination. This Agreement shall be effective from and after its date and may be terminated for any reason by the City or the Bank at any time upon 60 days' written notice; provided, however, that no such termination shall be effective until a successor has been appointed and has accepted the duties of the Bank hereunder. In the event of early termination regardless of circumstances, the Bank shall deliver to the City or its designee all funds, Notes and all books and records pertaining to the Bank's role as Paying Agent and Registrar with respect to the Notes, including, but not limited to, the books of registration. Section 4.10. Unclaimed Funds. Subject to the applicable unclaimed property laws of the State of Texas, any funds deposited with the Bank for the payment of the principal, premium HOU:3798737.1 5 (if any) or interest on any Notes and remaining unclaimed shall be delivered to such governmental office or agency at a time and in a manner required or permitted by applicable law. Section 4.11. Severability. If any provision of this Agreement shall be invalid or unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. Section 4.12. Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Texas. Section 4.13. 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. HOU:3798737.1 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF LUBBOCK, TEXAS By: Mayor MAILING ADDRESS: 1625 13th Street Lubbock, Texas 79457 ATTEST: Ci Secretary (SEAL) HOU:3798737,1 7 Title: HOU:3798737.1 EXHIBIT A PAYING AGENT/REGISTRAR FEES HOU:3748737.1 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: (1) This certificate relates to the City of Lubbock, Texas, Tax Notes, Series 2017 (the "Notes"). 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 Notes. (2) 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. (3) The following are duly qualified and acting, elected or appointed officials of the City of Lubbock, Texas: Daniel M. Pope, Mayor Latrelle Joy, Mayor Pro Tem W. Jarrett Atkinson, City Manager Linda Cuellar, Executive Director of Finance Rebecca Garza, City Secretary Juan A. Chadis Shelia Patterson Harris ) Members of Jeff Griffith ) the Council Steve Massengale ) Karen Gibson ) (4) The City's Executive Director of Finance has assumed the duties of Chief Financial Officer. (5) The 2017 certified taxable valuation of the City is $ (6) A true and correct copy of the Debt Service Schedule for the Notes, as well as the outstanding obligations for the City payable from ad valorem taxes, is attached hereto as Exhibit A. (7) The total amount of all outstanding bonded indebtedness of the City payable from ad valorem taxes is $ , which includes the Notes. (8) With respect to the contracts executed in connection with the authorization and issuance of the Notes, 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. [The remainder of this page left intentionally blank] HOU:3798722.1 EXECUTED AND DELIVERED this MANUAL SIGNATURE STATE OF TEXAS § COUNTY OF LUBBOCK § OFFICIAL TITLE City Secretary, City of Lubbock, Texas 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.,r I GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS ��'"aY ``�� JENNIFER SOWDER CLEMENTS * * Notary Public, State of Texas Pg Notary IN 12497068.3 of My Commission Expires 08.28.2020 [SEAL] HOU:3798722.1 Notary Public, and for the State of Texas EXECUTED AND DELIVERED this MANUAL SIGNATURE STATE OF TEXAS COUNTY OF LUBBOCK OFFICIAL TITLE 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 1A L Notary Pu lic, In and for the State of Texas [SEAL] �0".'RP PL, JENNIFER SOWDER CLEMENTS * Notary Public, State of Texas s, g Notary ID# 12497068-3 OFT " My Commission Expires 06-28.2020 HOU:3798722.1 EXECUTED AND DELIVERED thi 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 & 194 /30 '0% Y °`�� JENNIFER SOWDER CLEMENTS * * Notary Public, State of Texas SEAL Notary IN 12497068.3 CF 'g My Commission Expires 08.28.2020 HOU:3798722.1 AA1 IA. Notary Public, —0—In and for the State of Texas EXHIBIT A Combined Debt Service Schedule HOU:3798722.1 SIGNATURE IDENTIFICATION AND NO -LITIGATION CERTIFICATE We, the undersigned officers of the City Council of the City of Lubbock, Texas (the "City"), acting solely in our official capacities, certify that we executed, by our facsimile signatures, on behalf of said City, the following described notes, hereinafter called the "Notes", to -wit: CITY OF LUBBOCK, TEXAS TAX NOTES, SERIES 2017, dated , 2017, in the aggregate principal amount of $ We further certify as follows: 1. That the Notes have been duly and officially executed by the undersigned with their facsimile signatures in the same manner appearing hereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on the Notes as their own signatures. 2. That on the date of such execution and on the date hereof, we were and are the duly chosen, qualified and acting officers of the City Council authorized to execute the same. 3. That no litigation of any nature is now pending or, to the best of our knowledge, threatened, either in the state or federal courts, contesting or attacking the existence of the City or the Notes or restraining or enjoining the issuance, execution or delivery of the Notes or the collection or pledge of the fiends from which the Notes are payable, or in any manner questioning the authority or proceedings for the issuance, execution or delivery of the Notes, or affecting the titles of the present officials of the City, and that no proceedings or authority for the issuance, execution or delivery of the Notes have been repealed, rescinded or revoked. 4. That neither the corporate existence or the boundaries of the City nor the right to hold office of any member of the governing body of the City or any other elected or appointed official of the City is being contested or otherwise questioned. 5. That the seal which has been impressed, or placed in facsimile, upon the Notes is the legally adopted, proper and only official seal of the City. We further certify that the information and data contained in the General Certificate are still true and correct as of this date. You are authorized hereby to date this certificate as of the date of your approval of the Notes. HOU:3798718.1 1110 DELIVERED th4jIllijilili' SIGNATURE THE STATE OF TEXAS COUNTY OF LUBBOCK OFFICIAL TITLE Mayor, City of Lubbock, Texas City Secretary, City of Lubbock, Texas Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names were subscribed in my presence to the foregoing instrument. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the R day of 2017. (Notary Seal) ?0 pRV P C' JENNIFER SOWDER CLEMENTS * * Notary Public, State of Texas lop Notary IN 12497068.3 OF 'Py My Com*sioo Expires 06.28.2020 HOU:3798718.1 2 Public, State of Texas CITY OF LUBBOCK, TEXAS NOTICE OF PREPAYMENT 12017 Banc of America Public Capital Corp. 555 California Street, 4th Floor San Francisco, California 94104 Attn: Contract Administration Mail Code: CA5-705-04-01 Re: Notice of Prepayment of Certain City of Lubbock, Texas Master Lease Obligations Ladies and Gentlemen: Pursuant to Master Lease Agreements, dated as of February 9, 2006, February 12, 2009, February 28, 2013, and December 3, 2015 (collectively, the "Master Lease"), by and between the City of Lubbock, Texas (the "City") and Banc of America Public Capital Corp. (the "Bank"), the City hereby exercises its right to prepay its obligations under various appendices to the Master Lease (collectively, the "Appendices"), for the equipment identified in Exhibit A hereto (the "Equipment"), on August 15, 2017 (the "Prepayment Date"). The Prepayment Price of the City's obligations under the Appendices is equal to $10,889,205.01 (the "Prepayment Amount"). This Notice of Prepayment is being provided not less than thirty (30) days prior to the Prepayment Date in accordance with the provisions of the Master Lease. By acknowledging this Notice of Prepayment, the Bank (i) acknowledges that the City has exercised its right of prepayment in accordance with the Master Lease; (ii) confirms the sufficiency of the Prepayment Amount in satisfaction of the City's obligations under the Master Lease and the Appendices for the Equipment; and (iii) agrees to deliver to the City all documents necessary to evidence the termination of the Bank's interest of any kind in the Equipment or portion of the Equipment to which the Prepayment Amount applies and to confirm that such Equipment is free and clear of any claim or lien arising through the Bank. [Signature page follows] HOU:3793652.1 CITY OF LUBBOCK, TEXAS .0 Title:~ HOU:3793652.1 Acknowledged on this , 2017: BANC OF AMERICA PUBLIC CAPITAL CORP. By:_ Name: Title: HOU:3793652.1 June 22, 2017 The Attorney General of Texas The Comptroller of Public Accounts Public Finance Section Public Finance Division William P. Clements Building, 7°i Floor 111 East 17th Street 300 West 15th Street Austin, Texas 78701 Austin, Texas 78701 Re: City of Lubbock, Texas - Tax Notes, Series 2017 (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., Andrews Kurth Kenyon LLP, l i l Congress Avenue, Suite 1700, Austin, TX 78701. CITY OF LUBBOCK By: L"iV Mayor HOU:3798727.1 CITY OF LUBBOCK Note: PLEASE USE BLACK INK. PLEASE DO NOT LET YOUR SIGNATURE TOUCH THE PRINT ON THIS PAGE. DO NOT PUT THE SEAL OVER ANY PRINT ON THIS PAGE. SIGNATURES: Mayor —> City Secretary —> HOU:3772675.1 SEAL