title
To authorize the issuance of public utility revenue bonds of the City of Richmond in the maximum principal amount of $206,032,820 to finance the cost of capital improvement projects of the gas, water and wastewater utilities and public utilities buildings and facilities for the following purposes and uses: enlargement, extension, repair, replacement, improvement and equipping of the gas plant and transmission lines; enlargement, extension, repair, replacement, improvement and equipping of the waterworks plant and transmission lines; enlargement, extension, repair, replacement, improvement and equipping of the wastewater plant and intercepting lines; construction, reconstruction, repair, replacement, and improvement of sanitary and storm water sewers, pumping stations, drains and culverts; construction, reconstruction, repair, replacement, improvement and equipping of public utility buildings and facilities therefor, including but not limited to the stores division; and acquisition of real property and real property rights (including without limitation easements and rights-of-way) therefor as appropriate; to authorize the Director of Finance, with the approval of the Chief Administrative Officer, for and on behalf of the City, to sell such bonds for such capital improvement projects; to provide for the form, details and payment of such bonds; to approve the form of supplemental indenture of trust; to authorize the issuance of notes of the City in anticipation of the issuance of such bonds; and to authorize the issuance of taxable bonds, for the same purposes and uses, in the same maximum principal amount and payable over the same period as such public utility revenue bonds.
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THE CITY OF RICHMOND HEREBY ORDAINS:
§ 1. The issuance of the Bonds, as either tax-exempt or taxable, is authorized in the maximum principal amount of $206,032,820 in order to finance the cost of System capital improvement projects for the purposes hereinafter described, to fund any required reserve funds, to finance capitalized interest as appropriate and to pay the costs of issuance and any credit enhancement fees associated with the Bonds.
§ 2. The City elects to issue the Bonds under the Indenture of Trust pursuant to the terms of the Public Finance Act of 1991, Chapter 26 of Title 15.2 of the Code of Virginia of 1950, as amended, and the Charter to the extent required by the Public Finance Act. The Bonds shall be designated “Public Utility Revenue Bonds” or as “Public Utility Revenue Bonds (Federally Taxable)”, as appropriate, may also include the term “Refunding” as part of their designation, if appropriate, may include such other term or terms as part of their designation as the officers herein authorized deem appropriate and shall contain an appropriate series designation as determined by the officers charged herein with issuing the Bonds. The Bonds shall be secured by Net Revenues (as defined in the Master Indenture) of the System equally and ratably and on a parity basis with the outstanding principal amount of the City’s public utility revenue bonds previously issued and currently outstanding under the Master Indenture and supplements thereto, and any other obligations secured by a senior pledge of such Net Revenues. The Bonds shall be limited obligations of the City, the principal of, premium, if any, and interest on which shall be paid solely from Net Revenues and from other funds that are or may be pledged for such purpose under the Indenture of Trust, and nothing in the Bonds or the Indenture of Trust shall be deemed to create or constitute an indebtedness of or a pledge of the faith and credit of the Commonwealth of Virginia or of any political subdivision thereof, including the City.
§ 3. Proceeds of the Bonds shall be used by the City to finance, in whole or in part, a program of System capital improvement projects and undertakings for the following purposes and uses: enlargement, extension, repair, replacement, improvement and equipping of the gas plant and transmission lines; enlargement, extension, repair, replacement, improvement and equipping of the waterworks plant and transmission lines; enlargement, extension, repair, replacement, improvement and equipping of the wastewater plant and intercepting lines; construction, reconstruction, repair, replacement, and improvement of sanitary and storm water sewers, pumping stations, drains and culverts; construction, reconstruction, repair, replacement, improvement and equipping of public utility buildings and facilities therefor, including but not limited to the stores division; and acquisition of real property and real property rights (including without limitation easements and rights-of-way) therefor as appropriate, and each project included in such program of capital improvement undertakings is hereby approved as a “project” eligible to be financed with the proceeds of Taxable Bonds.
§ 4. The Bonds shall be in registered form, shall be dated, shall be in denominations, shall be numbered, shall pay interest at rates and times and shall be subject to redemption, all as provided in the Supplemental Indenture as determined by the Director of Finance with the approval of the Chief Administrative Officer as herein authorized. The Bonds shall bear interest from their date at the interest rate set forth in the Supplemental Indenture, but in no event shall the net interest cost of the Bonds, exceed the rate of interest herein authorized. The Bonds shall mature as provided in the Supplemental Indenture subject to the terms of this ordinance. Principal, premium, if any, and interest shall be payable in lawful money of the United States of America.
§ 5. The Bonds may be subject to redemption, including sinking fund redemption, prior to maturity at the option of the City on or after dates, if any, determined by the Director of Finance, with the approval of the Chief Administrative Officer. The Director of Finance, with the approval of the Chief Administrative Officer, is authorized and directed to approve such optional redemption provisions for the Bonds as such officer or officers determine to be in the best interest of the City.
§ 6. The Supplemental Indenture in substantially the form attached to this ordinance and marked Exhibit A is hereby approved. The Director of Finance, with the approval of the Chief Administrative Officer, is hereby authorized to execute the Supplemental Indenture in substantially such form, with such completions, omissions, insertions and changes not inconsistent with this ordinance as may be approved by the Director of Finance, whose approval shall be evidenced conclusively by the execution and delivery of the Supplemental Indenture. The Supplemental Indenture shall contain the appropriate designation as to its number as the Director of Finance determines is appropriate to indicate its numerical order among supplemental indentures issued pursuant to the Master Indenture.
§ 7. The Bonds shall be prepared in accordance with the Master Indenture and the Supplemental Indenture and shall be signed by the manual signatures of the Chief Administrative Officer and the Director of Finance. The City’s seal shall be affixed thereto and attested by the manual signature of the City Clerk and delivered to the Trustee for authentication.
§ 8. The Council hereby approves the following terms of the sale of the Bonds. The Bonds may be sold all at one time, in one or more series or otherwise, as may be determined by the Director of Finance, with the approval of the Chief Administrative Officer. The Bonds shall be sold by competitive bid or by negotiation with one or more underwriters or other purchasers as the Director of Finance may determine pursuant to the Public Finance Act, at such price or prices as the Director of Finance, with the approval of the Chief Administrative Officer, shall determine to be in the best interest of the City, provided that in no event shall (i) the net interest cost of the Bonds, after taking into account any premium or discount on the Bonds, but excluding credit enhancement premium, exceed 8% per year, (ii) the sale price of the Bonds to the underwriters, excluding any original issue discount, be less than 97% of the aggregate principal amount thereof, and (iii) the final maturity of the Bonds be later than 40 years from their dated date. The Director of Finance, with the approval of the Chief Administrative Officer, is authorized to enter into a line of credit with a bank or other financial institution, which line of credit may provide for a maximum amount not in excess of the amount herein authorized which may be drawn down and repaid from time to time by the City; provided, however, that the interest rate on any line of credit borrowing will not exceed the then current prime rate as quoted by the bank or institution providing such line of credit; and to negotiate and acquire credit enhancement for the Bonds, the line of credit or other Bond anticipation financing or any portion thereof. The Director of Finance, with the approval of the Chief Administrative Officer, is also authorized to enter into contracts with respect to the Bonds, commonly known as interest rate swap agreements, and contracts providing for payments based on levels of, or changes in, interest rates; provided that the form of such contract or arrangement shall have been previously approved by resolution or resolutions hereafter adopted by the Council. These contracts or arrangements may be entered into by the Director of Finance, with the approval of the Chief Administrative Officer, in connection with, or incidental to, entering into, or maintaining any (i) agreement which secures bonds or (ii) investment, or contract providing for investment, otherwise authorized by law. These contracts and arrangements may contain such payment, security, default, remedy, and other terms and conditions as determined by the Director of Finance, with the approval of the Chief Administrative Officer, after giving due consideration to the creditworthiness of the counterparty or other obligated party, including any rating by any nationally recognized rating agency, and any other criteria as may be appropriate. This ordinance is intended to grant to the Director of Finance and the Chief Administrative Officer full and complete authority to finalize the terms of the Bonds and provide for their issuance under the Indenture of Trust without further approval by Council, unless otherwise required in connection with any refunding, consistent with the requirements of this ordinance, the Public Finance Act, the Charter and the Constitution and other laws of the Commonwealth of Virginia. The Director of Finance is authorized to negotiate, execute and deliver a bond purchase agreement with the underwriters or other purchasers of the Bonds if the Bonds are sold by negotiation, a copy of which shall be filed with the City Clerk. If the Bonds are sold by competitive bid, the Director of Finance shall file a certificate following the award of the Bonds setting forth the final terms of the Bonds with the City Clerk. In connection with the obtaining of any line of credit, credit enhancement, interest rate swap or similar agreements, the Director of Finance, with the approval of the Chief Administrative Officer, is authorized to include in the borrowing the cost of obtaining such line of credit, credit enhancement, interest rate swap or similar agreements. The actions of the Director of Finance, with the approval of the Chief Administrative Officer, in selling the Bonds shall be conclusive, and no further action shall be necessary on the part of the Council.
§ 9. The City intends to advance funds from time to time to pay expenditures related to projects for the purposes for which the Bonds are to be issued as generally described herein and to receive reimbursement for such expenditures from proceeds of the Bonds. This ordinance constitutes the City’s declaration of “official intent” within the meaning of Treasury Regulations Section 1.150-2 promulgated under the Internal Revenue Code of 1986, as amended, to reimburse itself for such expenditures with Bond proceeds. The Director of Finance shall keep on file records of the expenditures for which reimbursement will be sought.
§ 10. The Chief Administrative Officer and the Director of Finance are authorized and directed to have prepared and distributed, in accordance with standard practices of municipal securities, one or more Preliminary Official Statements of the City describing the Bonds as authorized herein, the security therefor and providing any other customary pertinent or relevant information. The Director of Finance shall make such completions, omissions, insertions and changes in such Preliminary Official Statement not inconsistent with this ordinance as are necessary or desirable to complete it as a final Official Statement. The City shall arrange for the delivery to the purchasers of the Bonds of a reasonable number of copies of the final Official Statement, within seven business days after the date the Bonds have been awarded, for delivery to each potential investor requesting a copy of the final Official Statement and to each person to whom such underwriter or bidder and members of the underwriting or bidding group initially sell Bonds.
§ 11. The Director of Finance is authorized, on behalf of the City, to deem such Preliminary Official Statement and such Official Statement in final form, each to be final as of its date within the meaning of Rule 15c2-12 (the “Rule”) of the Securities and Exchange Commission (the “SEC”), except for the omission in such Preliminary Official Statement of certain pricing and other information allowed to be omitted pursuant to the Rule. The distribution of such Preliminary Official Statement and such Official Statement in final form shall be conclusive evidence that each has been deemed final as of its date by the City, except for the omission in such Preliminary Official Statement of such pricing and other information permitted by the Rule.
§ 12. The Chief Administrative Officer, the Director of Finance and the City Clerk are authorized and directed to take all proper steps to have the Bonds prepared and executed in accordance with the terms of the Master Indenture and Supplemental Indenture and to deliver the Bonds to or for the account of the purchasers thereof upon payment therefor.
§ 13. The City covenants that it shall not take or omit to take any action the taking or omission of which will cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, including regulations issued pursuant thereto (the “Code”), or otherwise cause interest on the Bonds to be includable in the gross income for federal income tax purposes of the registered owners thereof under existing law. Without limiting the generality of the foregoing, the City shall comply with any provision of law that may require the City at any time to rebate to the United States any part of the earnings derived from the investment of the gross proceeds of the Bonds, unless the City receives an opinion of nationally recognized bond counsel that such compliance is not required to prevent interest on the Bonds from being includable in the gross income for federal income tax purposes of the registered owners thereof under existing law. The City shall pay any such required rebate to the United States from its legally available funds. This Section shall not apply to Taxable Bonds.
§ 14. Such officers of the City as may be requested are authorized and directed to execute appropriate certificates setting forth facts and covenants related to the expected use, expenditure and investment of the proceeds of the Bonds in order to show that such expected use, expenditure and investment will not violate the provisions of Section 148 of the Code and any elections such officers deem desirable regarding rebate of earnings to the United States for purposes of complying with Section 148 of the Code. Such certificates, covenants and elections shall be in such form as may be requested by bond counsel for the City. This Section shall not apply to Taxable Bonds.
§ 15. The City covenants that it shall not permit the proceeds of the Bonds or the facilities financed with the proceeds of the Bonds to be used in any manner that would result in (a) 5% or more of such proceeds or the facilities financed with such proceeds being used in a trade or business carried on by any person other than a governmental unit, as provided in Section 141(b) of the Code, (b) 5% or more of such proceeds or the facilities financed with such proceeds being used with respect to any output facility (other than a facility for the furnishing of water), within the meaning of Section 141(b)(4) of the Code, or (c) 5% or more of such proceeds being used directly or indirectly to make or finance loans to any person other than a governmental unit, as provided in Section 141(c) of the Code; provided, however, that if the City receives an opinion of nationally recognized bond counsel that any such covenants need not be complied with to prevent the interest on the Bonds from being includable in the gross income for federal income tax purposes of the registered owners thereof under existing law, the City need not comply with such covenants. This Section shall not apply to Taxable Bonds.
§ 16. The Director of Finance is hereby authorized and directed to execute a continuing disclosure agreement setting forth the annual reports and notices to be filed by the City and containing such covenants as may be necessary to assist the underwriters for the Bonds in complying with the provisions of the Rule. Such continuing disclosure agreement shall be in the form approved by the Director of Finance, in collaboration with the City Attorney and the City’s bond counsel, the execution thereof by the Director of Finance to constitute conclusive evidence of the Director of Finance’s approval of such continuing disclosure agreement.
§ 17. The Director of Finance is authorized to issue and sell from time to time, with the approval of the Chief Administrative Officer, at either public sale or private sale without prior public bidding at such prices as the Director of Finance, with the approval of the Chief Administrative Officer, may determine, in accordance with the provisions of the Public Finance Act, notes of the City in anticipation of the sale of the Bonds authorized to be issued by this ordinance for the purpose of defraying the whole or any part of the cost of any one or more of the capital improvement projects described in this ordinance, provided that in no event shall the net interest cost of such notes, after taking into account any premium or discount on such notes, exceed 10% per year. Except to the extent modified by this paragraph, the Director of Finance, with the approval of the Chief Administrative Officer, shall have the same authorization granted herein for the issuance of the Bonds in connection with any issuance of notes in anticipation of the issuance of such Bonds.
§ 18. The City Clerk, with the assistance of the City Attorney, is authorized and directed to see to the immediate filing of a certified copy of this ordinance in the Circuit Court of the City of Richmond and is directed to make a copy of this ordinance continuously available for inspection by the general public during normal business hours at the City Clerk’s office from the date of adoption hereof through the date of the issuance of the Bonds.
§ 19. All other actions of officers of the City in conformity with the purposes and intent of this ordinance and in furtherance of the issuance and sale of the bonds are approved and confirmed. The officers of the City are authorized and directed to execute and deliver all certificates and instruments and to take all such further action as may be considered necessary or desirable in connection with the issuance, sale and delivery of the Bonds, including entering into contracts and arrangements to provide credit and/or liquidity enhancement or insurance for all or a portion of the Bonds and for the investment of the proceeds of the Bonds. The authorization granted herein to the Director of Finance, the Chief Administrative Officer and the City Attorney shall apply equally to any person serving in such capacity on an interim or acting basis pending a permanent appointment to any such office.
§ 20. The transactions authorized by this ordinance shall be conducted only with the assistance of bond counsel retained by the City as provided in this section. The City shall have conducted a competitive procurement in accordance with the procedure for competitive negotiation for professional services set forth in Chapter 21 of the Code of the City of Richmond (2015), as amended, to obtain bond counsel for the transactions authorized by this ordinance. The City Attorney shall have selected and shall be the using agency for bond counsel. Only bond counsel selected in accordance with this section may be used for the transactions authorized by this ordinance.
§ 21. This ordinance shall be in force and effect from and after its effective date in accordance with the Charter.
EXHIBIT A
FORM OF
[ ] SUPPLEMENTAL INDENTURE OF TRUST
between
CITY OF RICHMOND, VIRGINIA
and
, as Trustee
Dated as of ,
TABLE OF CONTENTS
Parties 1
Recitals 1
Granting Clause 1
ARTICLE I SUPPLEMENTAL INDENTURE 1
Section 101. Authorization of Supplemental Indenture1 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 102. Definitions1 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 103. Reference to Articles and Sections3 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
ARTICLE II AUTHORIZATION, DETAILS AND FORM OF SERIES BONDS 3
Section 201. Authorization of Series Bonds3 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 202. Details of Series Bonds3 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 203. Form of Bonds4 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 204. Securities Depository Provisions4 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 205. Delivery of Series Bonds5 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
ARTICLE III REDEMPTION OF SERIES BONDS5 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 301. Redemption Dates and Prices5 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 302. Selection of Series Bonds for Redemption.6 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 303. Notice of Redemption.6 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
ARTICLE IV APPLICATION OF PROCEEDS OF SERIES BONDS 6
Section 401. Application of Proceeds of Series _ Bonds; Application of Related Amounts 6
ARTICLE V ESTABLISHMENT OF ACCOUNTS7 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 501. Series Construction Account7 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 502. Series Interest Subaccount and Series Principal Subaccount7 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
[Section 503. Series Debt Service Reserve Account]7 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
ARTICLE VI SECURITY FOR SERIES BONDS 8
Section 601. Security for Series Bonds8 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
[ARTICLE VII ARBITRAGE REBATE FUND8 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 701. Arbitrage Rebate Fund.8 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 702. Rebate Requirement8 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 703. Calculation and Payment of Series Rebate Obligation.8 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 704. Reports by Trustee9 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 705. Disposition of Balance in Arbitrage Rebate Fund. 9]
ARTICLE VIII [RESERVED]9 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
ARTICLE IX MISCELLANEOUS10 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 901. Limitations on Use of Proceeds10 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 902. Limitation of Rights10 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 903. Severability11 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 904. Successors and Assigns11 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 905. Applicable Law11 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Section 906. Counterparts11 <file:///G:\SHARED\ORDINANCES%20&%20RESOLUTIONS%20-%20PERMANENT%20-%20010017\2023%20SCANNED%20O&R's\Mar.%206\Ord.%20No.%202023-079.docx>
Signatures 12
Exhibit A - Form of Series Bond ....................................................................................... A-1
THIS SUPPLEMENTAL INDENTURE OF TRUST dated as of the day
of ,
(the “
Supplemental Indenture”), by and between the City of
Richmond, Virginia, a political subdivision of the Commonwealth of Virginia (the “City”), and
, as trustee (in such capacity, together with any successor in such capacity, herein called the “Trustee”), provides:
WHEREAS, the City and the Trustee have entered into a Master Indenture of Trust dated as of April 1, 1998 (the “Master Indenture of Trust”), as previously supplemented and amended, to provide for financing or refinancing the acquisition, construction, operation, maintenance and extension of the System (as defined in the Master Indenture of Trust) by the issuance of bonds payable solely from Net Revenues (as defined in the Master Indenture of Trust);
WHEREAS, within the limitations of and in compliance with the Master Indenture of Trust, the City is authorized to issue Bonds under the Master Indenture of Trust to finance the costs of expansion and improvements to the System [and to refund any outstanding Indebtedness;]
WHEREAS, the City has determined to issue a Series of Bonds under the Master Indenture of Trust in the aggregate principal amount of $ (the “Series Bonds”) to finance the costs of expansion and improvements to the System [and to refund all of the outstanding principal amount of the Series ]; and
WHEREAS, the City has taken all necessary action to make the Series Bonds, when authenticated by the Trustee and issued by the City, valid and binding limited obligations of the City and to constitute this Supplemental Indenture a valid and binding agreement authorizing and providing for the details of the Series Bonds.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto agree, as follows:
ARTICLE I
SUPPLEMENTAL INDENTURE
Section 101. Authorization of Supplemental Indenture.
This Supplemental Indenture is authorized and executed by the City and
delivered to the Trustee pursuant to and in accordance with Articles III and X of the Master Indenture of Trust. All terms, covenants, conditions and agreements of the Master Indenture of Trust shall apply with full force and effect to the Series Bonds and to the holders thereof, except as otherwise provided in this Supplemental Indenture.
Section 102. Definitions.
Except as otherwise defined in this Supplemental Indenture, terms defined in
the Master Indenture of Trust are used in this Supplemental Indenture with the
meanings assigned to them in the Master Indenture of Trust. In addition, the following words as
used in this Supplemental Indenture shall have the following meanings unless a
different meaning clearly appears from the context:
“ Supplemental Indenture” shall mean this Supplemental
Indenture of Trust between the City and the Trustee, which supplements and amends the Master Indenture of Trust.
“Letter of Representations” shall mean the Blanket Letter of Representations dated November 9, 1995, from the City to the Securities Depository and any amendments thereto or successor agreements between the City and any successor Securities Depository, relating to a book-entry system to be maintained by the Securities Depository with respect to the Series Bonds. Notwithstanding any provision of the Master Indenture of Trust, including Article X regarding amendments, the Trustee may enter into any such amendment or successor agreement without the consent of Bondholders.
[“Rebate Amount Certificate” shall have the meaning set forth in Section 703 of this
Supplemental Indenture.]
[“Reserve Fund Bond” shall mean the reserve fund bond issued by guaranteeing certain payments into the Series Debt Service Reserve Account with respect to the Series Bonds as provided therein and subject to the limitations set forth therein.]
“Securities Depository” shall mean The Depository Trust Company, a corporation organized and existing under the laws of the State of New York, whose nominee is Cede & Co., and any other securities depository for the Series Bonds appointed pursuant to Section 204, and their successors.
[“Series Arbitrage Rebate Fund” shall mean the Arbitrage Rebate Fund established in Section 701.]
“Series Bonds” shall mean the City’s $ Public Utility Revenue and Refunding Bonds, Series , authorized to be issued pursuant to this Supplemental Indenture.
“Series Cost of Issuance Account” shall mean the Series Cost of Issuance Account of the Construction Fund established in Section 501 of this Supplemental Indenture.
“Series Construction Account” shall mean the Series Construction Account of the Construction Fund established in Section 501 of this Supplemental Indenture.
“Series Debt Service Reserve Account” shall mean the Series Debt Service Reserve Account of the Debt Service Reserve Fund established in Section 503 of this Supplemental Indenture.
[“Series Debt Service Reserve Requirement” for the Series Bonds shall be an amount equal to the least of (a) the maximum principal and interest due on the Series Bonds in the current or any future Fiscal Year, (b) 10% of the original stated principal amount of the Series Bonds (or 10% of the issue price of the Series Bonds if required by the Code) or (c) 125% of the average annual principal and interest due on the Series Bonds in the current and each future Fiscal Year.]
Section 103. Reference to Articles and Sections.
Unless otherwise indicated, all references herein to particular articles or sections are references to articles or sections of this Supplemental Indenture.
ARTICLE II
AUTHORIZATION, DETAILS AND FORM OF SERIES BONDS
Section 201. Authorization of Series Bonds.
Pursuant to Ordinance No. , adopted by the City Council on , there are hereby authorized to be issued a series of public utility revenue and refunding bonds of the City in the aggregate principal amount of $ to (a) finance certain Costs of the System, which is hereby authorized, (b) [refund, redeem and defease the Series , (c) fund the Series Debt Service Reserve Requirement, and (d) finance certain costs of issuing the Series Bonds.] The Series Bonds shall be issued pursuant to the Master Indenture of Trust and this Supplemental Indenture.
Section 202. Details of Series Bonds.
The Series Bonds shall be designated “Public Utility Revenue [and Refunding]
Bonds, Series ,” [(Federally Taxable)”] shall be dated , _ , shall be issuable only as fully registered bonds in denominations of $5,000 and multiples thereof, shall be numbered
R-1 upward and shall bear interest at rates, payable semiannually on and
, beginning , , until their final payment or maturity, and shall mature on in years and amounts, as follows:
Principal Interest
Maturity Amount Rate
Each Series
Bond shall bear interest (a) from its date, if such Series
Bond is
authenticated prior to the first interest payment date, or (b) otherwise from the interest payment date that is, or immediately precedes, the date on which such Series Bond is authenticated; provided, however, that if at the time of authentication of any Series Bond payment of interest is in default, such Series Bond shall bear interest from the date to which interest has been paid.
Principal of and premium, if any, on the Series Bonds shall be payable to the
registered owners upon the surrender of Series Bonds at the principal corporate trust office of the Trustee. Interest on the Series Bonds shall be payable by check or draft mailed to the registered owners at their addresses as they appear on the [fifteenth] day of the month preceding
the interest payment date on the registration books kept by the Trustee; provided, however, if the Series Bonds are registered in the name of a Securities Depository or its nominee as registered owner or at the option of a registered owner of at least $1,000,000 of Series Bonds, payment shall be made by wire transfer pursuant to the wire instructions received by the Trustee from such registered owner. Principal, premium, if any, and interest shall be payable in lawful money of the United States of America.
Section 203. Form of Bonds.
The Series Bonds shall be in substantially the form set forth in Exhibit A, with such appropriate variations, omissions and insertions as are permitted or required by the Master Indenture of Trust and this Supplemental Indenture.
Section 204. Securities Depository Provisions.
Initially, one Series Bond certificate for each maturity of the Series Bonds will be issued and registered to the Securities Depository, or its nominee. The City and the Trustee have entered into a Letter of Representations relating to a book-entry system to be maintained by the Securities Depository with respect to the Series Bonds.
In the event that (a) the Securities Depository determines not to continue to act as a
securities depository for the Series Bonds by giving notice to the Trustee and the City
discharging its responsibilities hereunder, or (b) the City in its sole discretion determines (1) that beneficial owners of Bonds shall be able to obtain certificated Series Bonds or (2) to select a new Securities Depository, then the Trustee shall, at the direction of the City, attempt to locate another qualified securities depository to serve as Securities Depository or authenticate and deliver certificated Series Bonds to the beneficial owners or to the Securities Depository participants on behalf of beneficial owners substantially in the form provided for in Exhibit A; provided, however, that such form shall provide for interest on the Series Bonds to be payable (i) from
, , if it is authenticated prior to , , or (ii) otherwise from the interest payment date that is, or immediately precedes, the date on which it is authenticated (unless payment of interest thereon is in default, in which case interest on such Series Bonds shall be payable from the date to which interest has been paid). In delivering certificated Series Bonds, the Trustee shall be entitled to rely conclusively on the records of the Securities Depository as to the beneficial owners or the records of the Securities Depository participants acting on behalf of beneficial owners. Such certificated Series _ Bonds will be registrable, transferable and exchangeable as set forth in Section 204 of the Master Indenture of Trust.
So long as there is a Securities Depository for the Series Bonds (A) it or its nominee
shall be the registered owner of the Series Bonds, (B) notwithstanding anything to the
contrary in this _ Supplemental Indenture, determinations of persons entitled to payment of principal, premium, if any, and interest, transfers of ownership and exchanges and receipt of notices shall be the responsibility of the Securities Depository and shall be effected pursuant to rules and procedures established by such Securities Depository, (C) the City and the Trustee shall not be responsible or liable for maintaining, supervising or reviewing the records maintained by the Securities Depository, its participants or persons acting through such participants, (D) references in this Supplemental Indenture to registered owners of the Series
Bonds shall mean such Securities Depository or its nominee and shall not mean the beneficial owners of the Series _ Bonds, and (E) in the event of any inconsistency between the provisions of this Supplemental Indenture, other than those set forth in this paragraph and the preceding paragraph, and the provisions of the Letter of Representations such provisions of the Letter of Representations shall control.
Section 205. Delivery of Series Bonds.
The Trustee shall authenticate and deliver the Series Bonds when there have been filed with or delivered to it all items required by Section 303 of the Master Indenture of Trust.
ARTICLE III REDEMPTION OF SERIES BONDS
below:
Section 301. Redemption Dates and Prices.
The Series Bonds may not be called for redemption by the City except as provided
(a) [Optional Redemption. Series Bonds maturing on or after ,
, are subject to redemption prior to maturity at the option of the City on or after ,
, in whole or in part at any time, upon payment of the following redemption prices (expressed as a percentage of principal amount of Series Bonds to be redeemed) plus interest accrued to the redemption date:
Redemption Period
(Both Dates Inclusive) Price]
(b) [Mandatory Redemption. Series Bonds maturing on ,
, are required to be redeemed on in years and amounts upon payment of 100% of the principal amount thereof plus interest accrued to the redemption date, as follows:
Year Amount]
Series Bonds maturing on , _ , are required to be redeemed on
in years and amounts upon payment of 100% of the principal amount thereof plus interest accrued to the redemption date, as follows:
Year Amount
The amount of Series Bonds to be redeemed pursuant to this Section may be reduced in accordance with the provisions of Section 604 of the Master Indenture of Trust.
Section 302. Selection of Series Bonds for Redemption.
[If less than all of the Series Bonds are called for redemption, they shall be called in such order of maturity as the City may determine. If less than all of the Series Bonds of any maturity date are called for redemption, the Series Bonds to be redeemed shall be selected by the Securities Depository or any successor securities depository pursuant to its rules and procedures or, if the book-entry system is discontinued, shall be selected by the Trustee by lot in such manner as the Trustee in its discretion may determine. The portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof. In selecting Bonds for redemption, each Bond shall be considered as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. If a portion of a Series Bond shall be called for redemption, a new Series Bond in principal amount equal to the unredeemed portion thereof shall be issued to the registered owner upon the surrender thereof.]
Section 303. Notice of Redemption.
Notice of redemption of Series Bonds shall be given in the manner set forth in Section 402 of the Master Indenture of Trust.
ARTICLE IV
APPLICATION OF PROCEEDS OF SERIES BONDS
Section 401. Application of Proceeds of Series Related Amounts.
Bonds; Application of
The proceeds of the Series Bonds in the amount of $ shall be applied as follows:
(1) $ , representing accrued interest on the Series
Bonds, shall be transferred to the Trustee and deposited in the Series Subaccount.
Interest
(2) $ shall be transferred to the City and deposited in the Series Construction Account and used to pay the Costs of the System.
(3) $ shall be deposited in the Series Costs of Issuance Account and used to pay costs of issuance.
ARTICLE V ESTABLISHMENT OF ACCOUNTS
Section 501. Series Construction Account.
The City shall establish a Series Construction Account and Series Costs of Issuance Account. The portion of the proceeds of the Series Bonds specified in Section 401(a)(3) shall be deposited in the Series Construction Account and used to pay Costs of the System. The portion of the proceeds of the Series Bonds specified in Section 401(a)(4) shall be deposited in the Series Costs of Issuance Account and used to pay costs of issuance related to the Series Bonds. Any balance remaining in the Series Costs of Issuance Account
upon payment of such costs of issuance shall be transferred to the Series Construction
Account. Any balance remaining in the Series _ Construction Account upon completion of the improvements to the System which were funded with the proceeds of the Series Bonds shall be disposed of in accordance with the provisions of Section 501 of the Master Indenture of Trust.
Section 502. Series Interest Subaccount and Series Principal Subaccount.
(a) The City shall establish within the Bond Fund a Series Subaccount and a Series Interest Subaccount.
Principal
(b) In accordance with Section 604(a) of the Master Indenture, Net Revenues shall be deposited in the Series Interest Subaccount on the first business day of each month, commencing 1, , in an amount equal to 1/6 of the interest due and payable on the Series Bonds on the next succeeding interest payment date.
(c) In accordance with Section 604(a) of the Master Indenture, Net Revenues shall be deposited in the Series Principal Subaccount on the first business day of each month, commencing 1, , in an amount equal to 1/12 of the principal due and payable on the Series Bonds on the next succeeding principal payment date or mandatory sinking fund payment date.
[Section 503. Series Debt Service Reserve Account.
There shall be established within the Debt Service Reserve Fund a Series Debt
Service Reserve Account. The Series Debt Service Reserve Account shall be funded at the time of the delivery of the Series Bonds [with the Reserve Fund Bond.] [in an amount equal to the Series Debt Service Reserve Requirement pursuant to Section 606 of the Master Indenture of Trust.] If at any time the Series Debt Service Reserve Account is funded with cash or investments, money in the Series Debt Service Reserve Account shall be used in accordance with the provisions of Section 606 of the Master Indenture of Trust.]
ARTICLE VI
SECURITY FOR SERIES BONDS
Section 601. Security for Series Bonds.
The Series Bonds shall be equally and ratably secured under the Master Indenture of Trust with any other Senior Debt issued pursuant to Article III of the Master Indenture of Trust, without preference, priority or distinction of any Senior Debt over any other Senior Debt, as provided in the Master Indenture of Trust.
[ARTICLE VII ARBITRAGE REBATE FUND
Section 701. Arbitrage Rebate Fund.
There is hereby established the City of Richmond Public Utility Revenue and Refunding Series Arbitrage Rebate Fund to be held by the City. The City shall deposit in the Series
Arbitrage Rebate Fund from legally available moneys from time to time for payment of the rebate obligations under the Code (the “Rebate Amount”). Notwithstanding anything in this
Supplemental Indenture to the contrary, the Series Arbitrage Rebate Fund is not pledged to the payment of the Series Bonds and shall not be used to pay the Series Bonds.
Section 702. Rebate Requirement.
Except with respect to earnings on funds and accounts qualifying for exceptions to the rebate requirement of Section 148 of the Code, the City shall pay, but solely from amounts in the Series Arbitrage Rebate Fund, the Rebate Amount to the United States of America, as and when due, in accordance with Section 148(f) of the Code, as provided in this Article, and shall retain records of all such determinations until six years after payment of the Series Bonds.
Section 703. Calculation and Payment of Series Rebate Obligation.
(a) The City selects as the end of the bond year with respect to the Series Bonds pursuant to Treasury Regulation Section 1.148-1.
(b) Within 30 days after the initial installment computation date, which is the last day of the _ bond year ( , ), unless such date is changed by the City prior to the date that any amount with respect to the Series Bonds is paid or required to be paid to the United States of America as required by Section 148 of the Code, and at least once every five years thereafter, the City shall cause the Rebate Amount to be computed and shall deliver a copy to the Trustee. Prior to any payment of the Rebate Amount to the United States of America as required by Section 148 of the Code, such computation (the “Rebate Amount Certificate”) setting forth the Rebate Amount shall be prepared or approved by (1) a person with
experience in matters of governmental accounting for Federal income tax purposes, (2) a bona fide arbitrage rebate calculation reporting service or (3) Bond Counsel.
(c) Not later than 60 days after the initial installment computation date, the City shall pay solely from amounts in the Series Arbitrage Rebate Fund to the United States of America at least 90% of the Rebate Amount as set forth in the Rebate Amount Certificate prepared with respect to such installment computation date. At least once on or before 60 days after the
installment computation date that is the anniversary of the initial installment
computation date and on or before 60 days every _ anniversary date thereafter until final payment of the Series Bonds, the City shall pay to the United States of America not less than the amount, if any, by which 90% of the Rebate Amount set forth in the most recent Rebate Amount Certificate exceeds the aggregate of all such payments theretofore made to the United States of America pursuant to this Section. On or before 60 days after final payment of the Series
Bonds, the City shall pay to the United States of America the amount, if any, by which 100% of the Rebate Amount set forth in the Rebate Amount Certificate with respect to the date of final
payment of the Series Bonds exceeds the aggregate of all payments theretofore made
pursuant to this Section. All such payments shall be made solely from amounts in the Series Arbitrage Rebate Fund or from any legally available moneys of the City.
(d) Notwithstanding any provision of this Article to the contrary, no such calculation or payment shall be made if the City receives and delivers to the Trustee an opinion of Bond Counsel to the effect that (1) such payment is not required under the Code in order to prevent the Series Bonds from becoming “arbitrage bonds” within the meaning of Section 148 of the Code or (2) such payment should be calculated and paid on some alternative basis under the Code, and the City complies with such alternative basis.
Section 704. Reports by Trustee.
The Trustee shall provide the City within 10 days after each month end and within 10 days after the final payment of the Series Bonds with such reports and information with respect to earnings of amounts held under the Master Indenture of Trust and this Supplemental Indenture as may be requested by the City in order to comply with the provisions of this Article.
Section 705. Disposition of Balance in Series Arbitrage Rebate Fund.
After each payment required in Section 703 is made and any additional amount necessary to pay the full Rebate Amount is retained, the remaining amount in the Series Arbitrage Rebate Fund shall be transferred to the Bond Fund for the payment of principal or interest on the next payment date and credited against the next succeeding payment of principal or interest.]
ARTICLE VIII [RESERVED]
ARTICLE IX MISCELLANEOUS
Section 901. Limitations on Use of Proceeds.
The City covenants with the holders of the Series Bonds as follows:
(a) [The City shall not take or omit to take any action or approve the Trustee’s taking any action or making any investment or use of the proceeds of any Series Bonds (including failure to spend the same with due diligence) the taking or omission of which would cause the Series Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code, including participating in any issue of obligations that would cause the Series Bonds to be part of an “issue” of obligations that are arbitrage bonds, within the meaning of Treasury Regulations Section 1.148-10 or successor regulation, or otherwise cause interest on the Series
Bonds to be includable in the gross income of the registered owners under existing law. Without limiting the generality of the foregoing, the City shall comply with any provision of law that may require the City at any time to rebate to the United States of America any part of the earnings derived from the investment of gross proceeds of the Series Bonds;]
(b) [Barring unforeseen circumstances, the City shall not approve the use of the proceeds from the sale of any Series Bonds otherwise than in accordance with the City’s tax certificate delivered immediately prior to the issuance of the Series Bonds;]
(c) [The City shall not permit the proceeds of the Series Bonds to be used in any manner that would result in either (1) 5% or more of such proceeds or facilities being financed with such proceeds being considered as having been used in any trade or business carried on by any person other than a governmental unit as provided in Section 141(b) of the Code, (2) 5% or more of such proceeds or the facilities being financed with such proceeds being used with respect to any “output facility” (other than a facility for the furnishing of water) within the meaning of Section 141(b)(4) of the Code, or (3) 5% or more of such proceeds or the facilities being financed with such proceeds being considered as having been used directly or indirectly to make or finance loans to any person other than a governmental unit, as provided in Section 141(c) of the Code;] and
(d) [The City shall not take any other action that would adversely affect, and shall take all action within its power necessary to maintain, the exclusion of interest on all Series
Bonds from gross income for Federal income taxation purposes; provided, however, that if the City receives an opinion of Bond Counsel that compliance with any such covenant is not required to prevent the interest on the Series Bonds from being includable in the gross income of the registered owners thereof under existing law, the City need not comply with such restriction.]
Section 902. Limitation of Rights.
With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Supplemental Indenture or the Series Bonds is intended or shall be construed to give to any person other than the parties hereto and the holders
of Series Bonds any legal or equitable right, remedy or claim under or in respect to this
Supplemental Indenture or any covenants, conditions and agreements herein contained since this Supplemental Indenture and all of the covenants, conditions and agreements hereof are intended to be and are for the sole and exclusive benefit of the parties hereto and the holders of Series Bonds as herein provided.
Section 903. Severability.
If any provision of this Supplemental Indenture shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision hereof and this Supplemental Indenture shall be construed and enforced as if such illegal provision had not been contained herein.
Section 904. Successors and Assigns.
This Supplemental Indenture shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Section 905. Applicable Law.
This Supplemental Indenture shall be governed by the applicable laws of the Commonwealth of Virginia.
Section 906. Counterparts.
This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the City and the Trustee have caused this Supplemental Indenture to be executed in their respective corporate names as of the date first above written.
CITY OF RICHMOND, VIRGINIA
By Director of Finance
, as Trustee
By
Its
EXHIBIT A
[Unless this certificate is presented by an authorized representative of The Depository Trust Company (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]
REGISTERED REGISTERED
R- $
UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA CITY OF RICHMOND, VIRGINIA
Public Utility Revenue [and Refunding] Bond [(Federally Taxable)]
Series
INTEREST RATE MATURITY DATE DATED DATE CUSIP
, ,
REGISTERED OWNER: [CEDE & CO.]
PRINCIPAL AMOUNT: DOLLARS
The City of Richmond, Virginia (the “City”), for value received, hereby promises to pay upon surrender hereof at the principal corporate trust office of , Richmond, Virginia, as trustee, or its successor in trust (the “Trustee”), under the Master Indenture of Trust, as hereinafter defined, solely from the source and as hereinafter provided, to the registered owner hereof, or registered assigns or legal representative, the principal sum stated above on the maturity date stated above, subject to prior redemption as hereinafter provided, and to pay, solely from such
source, interest hereon semiannually on each and , beginning
, , at the annual rate stated above, calculated on the basis of a 360-day year of twelve 30-day months. Interest is payable (a) from , , if this bond is authenticated prior to , , or (b) otherwise from the interest payment date that is, or immediately precedes, the date on which this bond is authenticated (unless payment of
interest hereon is in default, in which case this bond shall bear interest from the date to which interest has been paid). Interest is payable by check or draft mailed to the registered owner hereof at its address as it appears on the [fifteenth day] of the month preceding each interest payment date on registration books kept by the Trustee; provided, however, that if the Bonds, as hereinafter defined, are registered in the name of a securities depository or its nominee as registered owner or at the option of a registered owner of at least $1,000,000 of Bonds, payment will be made by wire transfer pursuant to the most recent wire instructions received by the Trustee from such registered owner. Principal, premium, if any, and interest are payable in lawful money of the United States of America.
[Notwithstanding any other provision hereof, this bond is subject to book-entry form maintained by The Depository Trust Company (“DTC”), and the payment of principal, premium, if any, and interest, the providing of notices and other matters shall be made as described in the City’s Letter of Representations to DTC.]
This bond is one of an issue of $ Public Utility Revenue [and Refunding]
Bonds, Series [(Federally Taxable)] (the “Bonds”), of like date and tenor, except as to
number, denomination, rate of interest, privilege of redemption and maturity. The Bonds are issued under a Master Indenture of Trust dated as of April 1, 1998, between the City and the Trustee, as previously supplemented and amended, and as supplemented by a Supplemental Indenture of Trust dated as of , (collectively, the “Indenture”), and are equally and ratably secured on a parity as to the pledge of Net Revenues (as defined in the Indenture) with the outstanding principal balance of the [Public Utility Revenue Bond, Series 2006A, Public Utility Revenue Bond, Series 2008A, Public Utility Revenue Bond, Series 2009B, Public Utility Revenue Bond, Series 2010A, Public Utility Revenue Bond, Series 2012A, Public Utility Revenue and Refunding Bonds, Series 2013A, Public Utility Revenue Bond, Series 2015A, Public Utility Revenue and Refunding Bonds, Series 2016A, Public Utility Revenue Bonds, Series 2020A, Public Utility Revenue Refunding Bonds, Series 2020B (Federally Taxable) and Public Utility Revenue Bond, Series 2021A] (collectively, the “Parity Bonds”). Reference is hereby made to the Indenture for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the City and the Trustee, the rights of the holders of the Bonds and the terms upon which the Bonds are issued and secured. Additional bonds and other Senior Debt secured by a pledge of Net Revenues on a parity with the Bonds and the Parity Bonds may be issued under the terms and conditions set forth in the Indenture.
The Bonds and the premium, if any, and the interest thereon are limited obligations of the City payable solely from Net Revenues, except to the extent payable from the proceeds of the Bonds, income from investments, certain reserves and proceeds of insurance, which Net Revenues and other moneys have been pledged as described in the Indenture to secure payment thereof. The Bonds and the premium, if any, and the interest thereon shall not be deemed to constitute a pledge of the faith and credit of the Commonwealth of Virginia or any political subdivision thereof, including the City. Neither the Commonwealth of Virginia nor any political subdivision thereof, including the City, shall be obligated to pay the principal of or premium, if any, or interest on the Bonds or other costs incident thereto except from Net Revenues and other moneys pledged therefor, and neither the faith and credit nor the taxing power of the Commonwealth of Virginia or any political subdivision thereof, including the City, is pledged to the payment of the principal of or premium, if any, or interest on the Bonds or other costs incident thereto.
[The Bonds may not be called for redemption by the City except as provided herein and in the Indenture. Bonds maturing on or after , , are subject to redemption prior to maturity at the option of the City on or after , , in whole or in part at any time, upon payment of the following redemption prices (expressed as a percentage of principal amount of Bonds to be redeemed) plus interest accrued to the redemption date:
Redemption Period Redemption (Both Dates Inclusive) Price]
The amount of the Bonds to be redeemed may be reduced in accordance with the provisions of Section 604 of the Indenture.
[Bonds maturing on , , are required be redeemed prior to maturity in part in accordance with the sinking fund requirements of the Indenture on in years and amounts upon payment of 100% of the principal amount thereof plus interest accrued to the redemption date, as follows:
Year Amount
Bonds maturing on , , are required be redeemed prior to maturity in part in accordance with the sinking fund requirements of the Indenture on in years and amounts upon payment of 100% of the principal amount thereof plus interest accrued to the redemption date, as follows:
Year Amount]
If less than all the Bonds are called for redemption, they shall be redeemed from maturities in such order as determined by the City. If less than all of the Bonds of any maturity are called for redemption, the Bonds to be redeemed [shall be selected by DTC or any successor securities depository pursuant to its rules and procedures or, if the book-entry system is discontinued,] shall be selected by the Trustee by lot in such manner as the Trustee in its discretion may determine. The portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof. In selecting Bonds for redemption, each Bond shall be considered as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000.
If any of the Bonds or portions thereof are called for redemption, the Trustee shall send notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, not less than 30 nor more than 60 days prior to the redemption date, by facsimile, registered or certified mail or overnight express delivery, to the registered owner of the Bonds. Provided funds for their redemption are on deposit at the place of payment on the redemption date, all Bonds or portions thereof so called for redemption shall cease to bear interest on such date, shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. If a portion of this Bond shall be called for redemption, a new Bond in principal amount equal to the unredeemed portion hereof will be issued [to DTC or its nominee upon the surrender hereof, or if the book-entry system is discontinued,] to the registered owners of the Bonds. [Upon the written direction of the City, the notice of redemption for optional redemption shall contain a statement to the effect that the redemption of the Bonds is conditioned upon the receipt by the Trustee, prior to the date fixed for such redemption, of amounts equal to the redemption price of the Bonds to be redeemed, and that if such moneys shall not have been so received, the notice will be of no force and effect and the City shall not be required to redeem such Bonds and such Bonds shall not become due and payable.]
The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein or to take any action with respect to any Event of Default under the Indenture or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. Modifications or alterations of the Indenture, or of any supplement thereto, may be made only to the extent and in the circumstances permitted by the Indenture.
The Bonds are issuable as registered bonds in the denomination of $5,000 and integral multiples thereof. Upon surrender for transfer or exchange of this Bond at the principal corporate trust office of the Trustee, together with an assignment duly executed by the registered owner or its duly authorized attorney or legal representative in such form as shall be satisfactory to the Trustee, the City shall execute, and the Trustee shall authenticate and deliver in exchange, a new Bond or Bonds in the manner and subject to the limitations and conditions provided in the Indenture, having an equal aggregate principal amount, in authorized denominations, of the same series, form and maturity, bearing interest at the same rate and registered in the name or names as requested by the then registered owner hereof or its duly authorized attorney or legal representative. Any such exchange shall be at the expense of the City, except that the Trustee may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect thereto.
The Trustee shall treat the registered owner as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner, except that interest payments shall be made to the person shown as owner on the [fifteenth] day of the month preceding each interest payment date.
All acts, conditions and things required to happen, exist or be performed precedent to and in the issuance of this Bond have happened, exist and have been performed.
This Bond shall not become obligatory for any purpose or be entitled to any security or benefit under the Indenture or be valid until the Trustee shall have executed the Certificate of Authentication appearing hereon and inserted the date of authentication hereon.
IN WITNESS WHEREOF, the City of Richmond, Virginia, has caused this Bond to be executed by the manual or facsimile signatures of its Director of Finance and Chief Administrative Officer, its seal to be affixed hereto or a facsimile to be printed hereon and attested by the manual or facsimile signature of its City Clerk, and this Bond to be dated __, .
ATTEST:
City Clerk Director of Finance
[SEAL]
Chief Administrative Officer
CERTIFICATE OF AUTHENTICATION
Date Authenticated:
This Bond is one of the Bonds described in the within mentioned Indenture.
,
as Trustee
By Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto
(please print or typewrite name and address, including zip code, of Transferee)
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE
: :
: :
: :
the within Bond and all rights thereunder, hereby irrevocably constituting and appointing
, Attorney, to transfer said Bond on the books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed
NOTICE: Signature(s) must be (Signature of Registered Owner
guaranteed by an Eligible Guarantor
Institution such as a Commercial NOTICE: The signature above must
Bank, Trust Company, Securities correspond with the name of the
Broker/Dealer, Credit Union, or registered owner as it appears on the Savings Association who is a member front of this bond in every particular, of a medallion program approved by without alteration or enlargement The Securities Transfer Association, or any change whatsoever.
Inc.