|
<br />April 14, 2009
<br />
<br />The Project Bonds shall be signed by the facsimile or manual signature of the Mayor. The facsimile of the City's seal shall be printed
<br />thereon or manually impressed thereon and attested by the facsimile or manual signature of the Clerk. In case any officer whose signature or
<br />facsimile of whose signature shall appear on a Project Bond shall cease to be such officer before deliveIY of the Project Bonds, such signature or
<br />facsimile shall nevertheless be valid ald sufficient for all purposes, the same as ifhe remained in office until such delivery. The Project Bonds may
<br />bear the facsimile signature of or may be signed by such persons as at the actual time of the execution thereof shall be the proper officers to sgn the
<br />Project Bonds although on the date of delivery of the Project Bonds such persons may not have been such officers.
<br />The Project Bonds shall bear a certificate of authentication, in the form set forth below, duly executed by the Registrar. The Registrar shall
<br />authenticate the Project Bonds with the signature of an authorized officer of the Registrar. Only the authenticated Project Bonds shall be entitled to
<br />any right or benefit under this Ordinance, and such certificate on the Project Bonds issued hereunder shall be conclusive evidence that the Project
<br />Bonds have been duly issued and is secured by the provisions hereof.
<br />The Paying Agent shall act as Registrar and shall maintain Registration Books for the registniion and the registration of transfer ofthe
<br />Project Bonds. The City Treasurer is hereby designated and authorized to act as Paying Agent lI1d Registrar hereunder. The transfer of the Project
<br />Bonds may be registered only on the books kept for the registration and registration oftransfer of the Project Bonds upon surrender thereof to the
<br />Registrar together with an assignment duly executed by the registered Bondholder in person or by his duly authorized attorney or legal representative
<br />in such fonn as shall be satisfactory to the Registrar. Upon any such transfer, the City shall execute and the Registrar shall authenticate and deliver, in
<br />exchange of the Project Bonds, a new registered Project Bond registered in the nanle of the transferee of the same series, maturity and interest rate as
<br />the Project Bond so exchanged in any denomination or denominations authorized by this Ordinance.
<br />The Registrar shall not be required to make any such registration or registration of transfer during the thirty (30) days immediately
<br />preceding any Bond Payment Date or a redemption date.
<br />Prior to due presentment for registration of transfer for the Project Bonds, the Registrar shall treat the registered Project Bondholder as the
<br />person exclusively entitled to payment of principal of. premium, if any, and interest on, the Project Bonds and the exercise of all other rights and
<br />powers of the Project Boodholder.
<br />If a Project Bond has been mutilated, lost or destroyed, the City shall execute and the Registrar shall authenticate and deliver a new Project
<br />Bond of like date and tenor in exchange or substitution I()r, and upon cancellation of, such mutilated Project Bond or in lieu of and in substitution for
<br />such lost or destroyed Project Bond; provided, however, that the City and the Registrar shall execute, atihenticate and deliver such Project Bond only
<br />if the Project Bondholder has paid the reasonable expenses alll charges of the City and the Registrar in cOlll1ection therewith and, in the case of a lost
<br />or destroyed Project Bond, has furnished to the City and the Registrar (a) evidence satisfactory to them that such Project Bond was lost or destroyed
<br />and the Project Bondholder was the Owner thereof and (b) indemnity satisfactory to them. If the Project Bmd has matured, instead of issuing a new
<br />Project Bond, the Registrar may pay the same without surrender thereof upon receipt of the aforesaid evidence and indemnity.
<br />If a Project Bond has been paid (whether at maturity, by acceleration or otlerwise) or delivered to the Paying Agent for cancellation, the
<br />Project Bond shall not be reissued and the Registrar shall, unless otherwise directed by the City, cremate, shred or otherwise dispose of 1he Project
<br />Bond. The Registrar shall dcliver to 1he City a certificate of any such cremation, shredding or other disposition of the Project Bond.
<br />CUSIP identification numbers may he printed on the Project Bonds, but such numbers shall not be deemed to be a part of the Project
<br />Bonds or a part of the contract evidenced thereby and no liability shall hereafter attach to the City or any of the otlicers or agents hereof because or
<br />on account of said CUSIP numbers.
<br />The Project Bonds. the Certificatc of Authentication and the provision for the a~signment to be inserted in the Project Bond shall be
<br />suhstantially in the following form, to-wit:
<br />
<br />"FORM OF PROJECT BOND"
<br />
<br />No. R-I
<br />
<br />UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA, CITY OF MARTINSVILLE
<br />
<br />GENERAL OBLIGATION BOND (Capital Project) SERIES 20091AIIBI Dated:
<br />
<br />,2009
<br />
<br />Registered Holder: Maturity Date: .July 15,20_
<br />CARTER BANK & TRUST
<br />Principal Sum: $
<br />Interest Rate: %
<br />KNOW ALL MEN BY THESE I'RESENTS, that the City of Martinsville, Virginia (hereinafter sometimes referred to as the "City"),
<br />a City ofthe Commmwealth of Virginia. for value received herehy promises to pay to be registered holder (named above). or assigns, subject to
<br />prepayment or prior redem(1ion as hereinafter provided, the principal amowJt of ($ ). in annual installments in
<br />the anlounts set forth on Schedule A attached hereto payable on and annually on thereafter to and including_.
<br />20 , together with interest Irom the date of this hond on the unpaid principal balance. payahle semi-annually on _ and _ of each year,
<br />commencing on , at the rate ot_% per annum, as set forth in Schedule A attached hereto.
<br />Both principal of and interest on this Bond are payable in any coin or currency of the United States of America which at the time of
<br />payment is legal tender for public and private debts.
<br />It is hereby certified, recited and declared that all acts, conditions and things required to have happened. to exist and to have been
<br />perfonned precedent to and in the issuance of this Bond do exist, have happened and have heen performed in regular and due time, fonn and manner
<br />as required by law; that this Bond does not exceed any constitutional, statutory or charter limitation of indebtedness; and that provision has been made
<br />for the payment of the principal of. atld interest on, this Bond as provided in the Ordinance
<br />No registration, transfer or exchange of this Bond shall be pennitted within thirty (30) days of the Maturity Date or the date of prepayment
<br />or redemption ofthis Bond.
<br />This Bond is in the aggregate principal amount 01'$______, and is issued under and pursuant to and in compliance with the
<br />Constitution and laws of the Commonwealth of Virginia, including the City Charter of the City of Martinsville, Virginia and Chapter 26, Title 15.2 of
<br />the Code of Virginia of 1950, as amended. the S<UllC heing the Puhlic Finance Act, and the Ordin<Ulces duly adopted under said Chapter by dle City
<br />Council on April 14,2009 and April 28,2009 (together, the "Ordinance") and the Financing Agreement hetween the City and Carter Bank & Trust
<br />dated as of May 1,2009 (the "Financing Agreement")
<br />This Bond shall bear interest from dle date on which this Bond is authenticated. Interest on this Bond shall he computed on the basis of
<br />30-day months and a 360-day year.
<br />This Bond is tr<Ulsferable only upon dle registration books kept at the omcc of the Registrar by the registered hdder hereo( or hy his duly
<br />authorized attorney, upon surrender of this Bond (together with a written instrument of transfer. satisfactory in fann to the Registrar, duly executed by
<br />the registered holder or his duly authorized attomey, which may be the fonn endorsed hereon) and subject to the limitations and upon payment of the
<br />charges, if any, as provided in tile Ordinance, and thereupon as provided in the Ordinance a new Bond, in the aggregate principal amount and of the
<br />same series. interest rate and maturity as the Bond surrendered, shall be issued in exchange therefor The City and the Registrar shall deem and treat
<br />
|