Richmond City Council
July 26, 2022

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The changes in net pension liability for the Police and Firemen’s Pension Plan for the Fiscal Years 2020- 21 is presented below:

Table A-22
City of Richmond
Changes in the Net Pension Liability
Police and Firemen’s Pension Plan
Police and Firemen’s Plan: Increase (Decrease)
Total Pension
Liability
Plan Fiduciary
Net Position
Net Pension
Liability/(Asset)
Balance at June 30, 2020 $13,176,626 $11,062,378 $ 2,114,248 Changes in the year:

Interest on the total pension liability $ 561,163 - $ 561,163 Differences between actual and expected experience (3,680,825) - (3,680,825) Changes in assumptions Changes in benefit terms 28,483 - 28,483 Contribution – City - 937,004 (937,004)
Contribution – employer - - -
Contribution – employees - - -
Net investment income - 2,527,138 (2,527,138)
Benefit payments, including member contribution
refunds
(1,412,673) (1,412,673) -
Net changes (4,503,852) 2,051,469 (6,555,321)
Balance at June 30, 2021 $8,672,774 $13,113,847 $(4,441,073) Plan fiduciary net position as a percentage of the
total pension liability 151.21%
__________________________
Source: The City of Richmond Audited Financial Statements for the Fiscal Year Ended June 30, 2021.

Garfield Pension Plan. Pursuant to a contractual agreement, the City maintains the Garfield Pension Plan to fund defined retirement and other benefits due to a retired Chief of Police of the City. Retirement, other benefits, and any continuation benefits to his surviving spouse receive the same cost-of-living increases as Safety Plan employees covered by CalPERS (i.e. cost of living increases of 2% per year, subject to CPI increase constraints, and purchasing power protection through the CalPERS Purchasing Power Protection Allowance). Mr. Garfield’s surviving spouse receives 50% of the retiree’s pension. The benefits are paid from the assets of the Garfield Pension Plan and from related investment earnings. In Fiscal Year 2021-22, the City contributed $12,408 to the Garfield Pension Plan and is budgeted for the same amount for Fiscal Year 2022-23. The beneficiary of the Garfield Pension Plan is not covered under the Police and Fireman’s Pension Plan, the General Pension Plan, or CalPERS.

The City currently pays the benefits under the Garfield Pension Plan from Pension Tax Override Revenues. See “–Pension Tax Override Revenues.”
Actuarial Assumptions. The total pension liability for the City Plans as of June 30, 2018 was determined based on June 30, 2017 actuarial valuations rolled forward to June 30, 2018 using standard update procedures.

The following actuarial assumptions applied to all periods included in the measurement:

Garfield Pension Plan:

Discount rate, net of investment expense 1.00%
Expected return on plan assets 1.00%
Inflation rate(long-term) 2.00%
Inflation rate (short-term) 2.25%
Cost-of-living increases 2.00% per year
Actuarial cost method Entry age normal
Salary increases N/A

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The changes in net pension liability for the Garfield Pension Plan for the Fiscal Years 2020-21 is presented below:

Table A-23
City of Richmond
Changes in the Net Pension Liability
Garfield Pension Plan
Garfield Pension Plan: Increase (Decrease)
Total Pension
Liability
Plan Fiduciary
Net Position
Net Pension
Liability/(Asset)
Balance at June 30, 2020 $ 303,693 $ 297,069 $ 6,624
Changes in the year:

Interest on the total pension liability $ 4,877 - $ 4,877 Differences between actual and expected experience 51,995 - 51,995 Changes in assumptions 10,397 - 10,397
Net investment income - 1,984 (1,984)
Benefit payments, including refunds of employee contributions (50,048) (50,048) - Net changes 17,221 (48,064) 65,285
Balance at June 30, 2021 $ 320,914 $ 249,005 $ 71,909
Plan fiduciary net position as a percentage of the
total pension liability 77.59%
Total – Net Pension Liability $10,801,760 $14,455,878 $(3,654,118) _________________________
Source: The City of Richmond Audited Financial Statements for the Fiscal Year Ended June 30, 2021.

General Pension Plan. The General Pension Plan, a defined benefit pension plan, funds retirement and other benefits payable to 12 former City employees (or their beneficiaries) who are not covered by CalPERS.

The General Pension Plan is closed to new membership, and all of its current members are retired. Benefits are funded from the assets of the General Pension Plan and from related investment earnings. The City is required under its charter to contribute the remaining amounts necessary to fund the General Pension Plan using the Entry Age Normal Cost actuarial cost method as specified by Ordinance.

The General Pension Plan is closed to new members. Retirement benefits for Plan members are calculated as one-half of the average annual salary attached to the position held by the retiree during the three years prior to the date of retirement. Surviving spouses receive 100% of the retiree’s pension. Benefit terms provide for annual cost-of-living adjustments to each member’s retirement allowance subsequent to the member’s retirement date.

The annual adjustments are an automatic increase of 2% per years. City Council may grant additional increases of up to 3% per year to bring the total increase in a given year to 5%. For Fiscal Year 2020-21, the annual moneyweighted rate of return on General Pension Plan investments, net of investment expenses, was 0.44%.

The City currently pays the benefits under the General Pension Plan from Pension Tax Override Revenues.

See “–Pension Tax Override Revenues.”
Contributions. For Fiscal Year 2021-22, the City’s contribution for the General Pension Plan was $345,348 and is budgeted $152,897 for Fiscal Year 2022-23.

Actuarial Assumptions. The total pension liability for the Garfield Plan Plans as of June 30, 2021 was determined based on June 30, 2021 actuarial valuations. The following actuarial assumptions applied to all periods included in the measurement:

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General Pension Plan:

Discount rate, net of investment expenses 1.00%
Expected return on plan assets 1.00%
Inflation rate (short-term) 2.00%
Inflation rate (long-term) 2.25%
Cost-of-living increases 5% per year
Actuarial cost method Entry age normal
Salary increases N/A
The changes in net pension liability for the General Pension Plan for the Fiscal Years 2020-21 is presented below:

Table A-24
City of Richmond
Changes in the Net Pension Liability
General Pension Plan
General Pension Plan:

Increase (Decrease)
Total Pension
Liability
Plan
Fiduciary
Net Position
Net Pension
Liability/
(Asset)
Balance at June 30, 2020 $1,995,238 $1,170,491 $824,747 Changes in the year:

Interest on the total pension liability 35,526 - 35,526 Differences between actual and expected experience 106,639 - 106,639 Changes in assumptions Changes in benefit terms 72,660 - 72,660 Contribution – City - 319,025 (319,025)
Contribution – employer - - -
Contribution – employees - - -
Net investment income - 5,501 (5,501)
Benefit payments, including refunds of employee contributions (401,991) (401,991) - Net Changes (187,166) (77,465) (109,701)
Balance at June 30, 2021 $1,808,072 $1,093,026 $715,046 Plan fiduciary net position as a percentage of the total Pension liability 60.45% ___________________________
Source: The City of Richmond Audited Financial Statements for the Fiscal Year Ended June 30, 2021.

Actuarially Determined Contributions. As of June 30, 2020, actuarial valuations used to calculate the actuarially determined contributions for each Plan were determined using the entry-age normal cost method and the assumptions in Note 11 in APPENDIX B – “THE CITY OF RICHMOND AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2021.”
For the Police and Firemen's Pension Plan, the City's contribution policy is to annually contribute an amount equal to (1) amortization of the unfunded liability as a level-dollar over a 10-year closed period as of July 1, 2013, plus (2) future gains and losses amortized over the same period, but not less than five years. Over the past five years, the City has contributed an average of 97% of the Actuarially Determined Contribution.

For the General Pension Plan, the City's contribution policy is to annually contribute an amount equal to (1) amortization of the unfunded liability as a level-dollar over a 6-year closed period as of July 1, 2013, plus (2) future gains and losses amortized over the same period, but not less than five years. Over the past five years, the City has contributed an average of 78% of the Actuarially Determined Contribution.

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For the Garfield Pension Plan, the City's contribution policy is to annually contribute an amount equal to (1) amortization of the unfunded liability as a level-dollar over a 7-year closed period as of July 1, 2013, plus (2) future gains and losses amortized over the same period, but not less than five years. Over the past five years, the City has contributed an average of 113% of the Actuarially Determined Contribution.

The Actuarially Determined Contribution and the actual contributions for each Plan for Fiscal Years ended June 30, 2017 through 2021 are presented in the table below:

Table A-25
City of Richmond
Actuarially Determined Contribution
Police and Fire Garfield General
Actuarially
Determined
Contribution
Amount
Contributed
Percent
Contributed
Actuarially
Determined
Contribution
Amount
Contributed
Percent
Contributed
Actuarially
Determined
Contribution
Amount
Contributed
Percent
Contributed
2016-17 $1,270,466 $1,270,466 100% $78,987 $102,140 129% $750,016 $73,592 10% 2017-18 1,389,612 1,270,466 91 86,103 102,140 119 947,219 812,561 86 2018-19 1,389,612 1,270,466 91 86,103 102,140 119 947,219 812,561 86 2019-20 937,004 937,004 100 0 0 0 503,714 469,402 93
2020-21 937,004 937,004 100 - - 0 312,462 319,025 102%
Other Post-Employment Benefits
In addition to the retirement and pension benefits described above, the City provides post-employment medical and dental benefits (“OPEB Obligations”).The City has two OPEB plans, one for general employees of the City and one specifically for those who are members of the RPOA. In order to qualify for these benefits an employee must retire from the City and maintain enrollment in one of the City’s eligible health plans. The City pays a portion of the CalPERS premiums for retirees and their dependents that varies by employment classification. In addition, certain eligibility rules and contribution requirements apply for future retirees, followed by current retirees as specified in City ordinances. For information regarding the eligibility rules and contribution requirements for each bargaining unit, see APPENDIX B – “THE CITY OF RICHMOND AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 2021 – Note 12 – Other Postemployment Benefits.”
City OPEB Plan
Funding Policy. During Fiscal Year 2007-08, the City joined the Public Agencies Post-Retirement Health Care Plan, an agent multiple employer trust administered by PARS. The balance in the City’s PARS trust account for the City OPEB Plan as of June 30, 2021 was $32,439,802. PARS issues a publicly available financial report that includes financial statements and required supplementary information. A copy of the PARS financial report may be obtained from the Public Agency Retirement Services, 4350 Von Karman Avenue, Suite 100, Newport Beach, California 92660.

The City’s policy for the City OPEB Plan is to partially prefund these benefits by accumulating assets with PARS discussed above, along with making pay-as-you-go payments pursuant to Resolution No. 52-06 dated as of June 27, 2006. In July 2016, the City adopted an additional funding policy to place into the PARS trust half of any one-time revenues and half of any year-end surplus in excess of the City’s minimum reserve policy (15%) in an effort to pay down the unfunded liability. The City did not make any additional transfers to the PARS trust during Fiscal Year 2020-21. The City administers City OPEB Plan trust. As of the June 30,

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2019 valuation date, membership in the City OPEB plan consisted of 1,136 members (485 active employees electing coverage, 31 active employees waiving coverage, and 620 retiree and beneficiaries receiving benefits).

The City’s employer contribution for the City OPEB plan was $2,047,000 for Fiscal Year 2021-22 are budgeted at $1,757,000 for Fiscal Year 2022-23.

RPOA OPEB Plan.

A new Richmond Police Officers Association (RPOA) contract was implemented on January 17, 2017.

The new RPOA plan includes members who were actively employed as of the January 17, 2017 contract date.

The RPOA members were transferred from the City OPEB Plan to the new RPOA OPEB Plan during fiscal year 2019. The California Employers’ Retiree Benefit Trust (CERBT) issues a publicly available financial report that includes financial statements and required supplementary information. That report may be obtained from the California Public Employees’ Retirement System, CERBT, P.O. Box 942703, Sacramento, CA 94229-2703.

The RPOA plan has assets designated for OPEB. These assets are invested in California Employers' Retiree Benefit Trust (CERBT) Strategy 2, which is a qualified irrevocable trust. Annual contributions by the City are made on an ad hoc basis as funds are available. Benefit payments are not expected to be made from the trust in the near future. The City currently pays the annual retiree benefit payments using its general fund resources plus the annual active member contributions. As of Fiscal Year 2018-2019, the City established a new OPEB Trust for the RPOA active and future members as of January 17, 2017. As of the June 30, 2019 valuation date, membership in the RPOA OPEB plan consisted of 157 members (145 active employees electing coverage, 2 active employees waiving coverage, and 10 retiree and beneficiaries receiving benefits).

The City’s employer contribution for the City OPEB plan was $2,047,000 for Fiscal Year 2021-22 and is budgeted at $1,757,000 for Fiscal Year 2022-23.

The balance in the CERBT trust account was $6,307,879 as of June 30, 2021.

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Actuarial Assumptions. The total OPEB liability for each plan was determined by an actuarial valuation as of June 30, 2019 rolled forward to June 30, 2021 using standard update procedures.

The City OPEB Plan valuation used the following actuarial assumptions applied to all periods included in the measurement unless otherwise specified:

Actuarial Assumptions
Valuation Date June 30, 2019
Measurement Date June 30, 2021
Actuarial Cost Method Entry Age Normal Cost, level percent of pay Actuarial Assumptions:

Discount Rate 5.75%
Inflation 2.50%
CPI Medical Care 3.75%
Payroll Growth 2.75%
Investment Rate of Return 5.75%
Mortality Based on assumptions for Public Agency Miscellaneous, Police and Fire members published in the December 2017 CalPERS Experience Study Healthcare Cost Trend Rates:

Health – Not Medicare Eligible 6.40% for FY2020, gradually decreasing over several decades to an ultimate rate of 4% in FY2076 and later years
Health – Medicare Eligible 5.10% for 2020, 5.10% for 2021, 5.10% for 2022, 5.20% for 2023 and 5.20% for 2024-2051, transitioning to ultimate rate of 4.00% in 2076 and further years Dental To increase 3.75% annually
Vision To increase 2.75% annually
The long-term expected rate of return on the City OPEB Plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of OPEB plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighing the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. The current assumed invest rate of return is 5.75%.

The RPOA OPEB plan valuation used the following actuarial assumptions applied to all periods included in the measurement unless otherwise specified:

Actuarial Assumptions
Valuation Date June 30, 2019
Measurement Date June 30, 2021
Actuarial Cost Method Entry Age Normal Cost, level percent of pay Actuarial Assumptions:

Discount Rate 5.50%
Inflation 2.50%
CM Medical Care 3.75%
Payroll Growth 2.75%
Investment Rate of Return 5.50%
Index Rate for 20 year, tax exempt
municipal bonds 1.92%
Mortality Based on assumptions for Public Agency Police members published in the December 2017 CaIPERS Experience Study.

Healthcare Cost Trend Rates:

Health - Not Medicare Eligible 6.40% for FY2020, gradually decreasing over several decades to an ultimate rate of 4% in FY2076 and later years

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Health - Medicare Eligible 5.10% for 2020, 5.10% for 2021, 5.10% for 2022, 5.20% for 2023 and 5.20% for 2024- 2051, transitioning to ultimate rate of 4.00% in 2076 and further years Dental To increase 3.75% annually
Vision To increase 2.75% annually
Discount rate - The discount rate used to measure the total City OPEB liability was 5.75% for the City OPEB Plan and 5.50% for the RPOA OPEB Plan. The projection of cash flows used to determine the discount rate assumed that City contributions will be made at rates equal to the actuarially determined contribution rates. Based on those assumptions, the City OPEB plan's fiduciary net position was projected to be available to make all projected future benefit payments of current plan members.

Therefore, the long term expected rate of return on City OPEB plan investments was applied to all periods of projected benefit payments to determine the total City OPEB liability.

Changes in Net OPEB Liability for the City OPEB Plan. The changes in the net OPEB liability for the City OPEB Plan is as follows:

Total OPEB
Liability
(a)
Increase(Decrease)
Plan Fiduciary
Net Position
(b)
Net OPEB
Liability/(Asset)
(a) – (b)
Balance at June 30, 2021 $120,302,967 $22,861,318 $97,441,649 Changes Recognized for the Measurement Period:

Service Cost 2,072,961 - 2,072,961
Interest on the total OPEB liability 6,846,932 - 6,846,932 Differences between expected and actual experience (1) (140,135) - (140,135) Changes of assumptions 1,173,106 - 1,173,106
Contributions from the employer - 9,515,699 (9,515,699) Contributions from the employee - 623,088 (623,088)
Net investment income - 6,562,745 (6,562,745)
Administrative expenses - (111,868) 111,868
Benefit payments(2) (7,011,178) (7,011,178) -
Net change. $ 2,941,686 $ 9,578,486 $ (6,636,800)
Balance at June 30, 2031 $123,244,653 $32,439,804 $90,804,849 ___________________________
(1) Due to the difference between expected and actual benefit payments during the measurement period ending 6/30/2021.
(2) Benefit payments are comprised of $4,503,989 explicit subsidy payments to retirees and $2,507,189 implicit subsidy costs incurred during the measurement period ending June 30, 2021.

Changes in Net OPEB Liability for the RPOA OPEB Plan. The changes in the net OPEB liability for the RPOA OPEB Plan is as follows:

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Total OPEB
Liability
(a)
Increase(Decrease)
Plan Fiduciary
Net Position
(b)
Net OPEB
Liability/(Asset)
(a) – (b)
Balance at June 30, 2021 $25,981,762 $4,170,603 $21,811,159 Changes Recognized for the Measurement Period:

Service Cost 1,871,012 - 1,871,012
Interest on the total OPEB liability 800,939 - 800,939
Differences between expected and actual experience (1) 10,367 - 10,367 Changes of assumptions (9,082,375) - (9,082,375)
Contributions from the employer - 1,028,868 (1,028,868) Contributions from the employee - 453,163 (453,163)
Net investment income - 935,134 (935,134)
Administrative expenses - (2,612) 2,612
Benefit payments(2) (277,277) (277,277) -
Net change. $ (6,677,334) $2,137,276 $(8,815,574)
Balance at June 30, 2031 $19,304,428 $6,307,879 $12,996,549 ___________________________
(1) Due to the difference between expected and actual benefit payments during the measurement period ending 6/30/2021.
(2) Benefit payments are comprised of $199,362 explicit subsidy payments to retirees and $77,645 implicit subsidy costs incurred during the measurement period ending June 30, 2021.

Sensitivity of the Net OPEB Liability to Changes in the Discount Rate and Healthcare Cost Trend Rates. The following presents the net OPEB liability of both plans, as well as what the net OPEB liabilities would be if it were calculated using the discount rate that is 1-percentage point lower or 1-percentage point higher than the current discount rate:

City OPEB Plan:

Net OPEB Liability/(Asset)
Current
Discount Rate -1%

4.75%
Discount Rate

5.75%
Discount Rate +1%

6.75%
$105,088,635 $90,804,849 $78,834,871
RPOA OPEB Plan
Net OPEB Liability/(Asset)
Discount Rate -1%

4.50%
Discount Rate

5.50%
Discount Rate +1%

6.50%
$15,893,234 $12,996,659 $10,610,378

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The following presents the net OPEB liability of both Plans, as well as what the net OPEB liabilities would be if it were calculated using healthcare cost trend rates that are 1-percentage point lower or 1-percentage point higher than the current healthcare cost trend rates:

City OPEB Plan
Net OPEB Liability/(Asset)
Current Healthcare Cost
1% Decrease
Trend Rates Various -
See Assumptions Above 1% Increase
$79,021,375 $90,804,849 $104,891,041
RPOA OPEB Plan
Net OPEB Liability/(Asset) Healthcare Cost Trend
Current Healthcare Cost
1% Decrease
Trend Rates Various -
See Assumptions Above 1% Increase
$11,122,153 $12,996,549 $15,503,624
Section 115 Trust
On July 19, 2022, the City Council authorized the establishment of a Section 115 Trust for Pension and OPEB liability. A Section115 trust is a vehicle for segregating agency funds from general assets for the purpose of funding essential governmental functions. Funds placed in a Section 115 trust are irrevocably committed for the essential government function(s) specified in the applicable trust agreement (e.g., pension obligations).

Therefore, the monies held in such trusts can be invested in accordance with the rules governing such special purpose accounts. For example, Section 115 trust funds dedicated to satisfy pension obligations can be invested in the same manner as funds in a typical pension fund rather than as part of the agency’s general fund. A Section 115 trust can also be used as a rate stabilization fund. Monies set aside in a Section 115 trust can be used to ease budgetary pressures resulting from unanticipated spikes in employer contribution rates. In addition, funds in a Section 115 trust can be applied to pay down specific portions of an agency’s CalPERS liabilities. For example, with the permission of CalPERS, it is possible to use Section 115 trust funds to pay down the agency’s UAAL.

The City will evaluate its future contributions to the Section 115 trust.

Risk Management
The City is exposed to various risks of loss related to theft of, damage to, and destruction of assets; general liability; errors and omissions; injuries to employees; natural disasters; and inverse condemnation. The City began self-insuring its workers’ compensation in 1976. In July 2009 the City joined the California Joint Powers Risk Management Authority (CJPRMA) for general liability and employment practices coverage. In April 2009 the City joined the California State Association of Counties Excess Insurance Authority (CSAC EIA) for worker’s compensation insurance. The City has chosen to establish a risk financing internal service fund where assets are accumulated for claim settlements and expenses associated with the above risks of loss up to certain limits.

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Excess coverage for the risk categories excluding inverse condemnation is provided by policies with various commercial insurance carriers. Self-insurance and insurance company limits are as follows:

Type of Coverage Self-Insurance/Deductible Coverage Limit Insurance Carrier Difference in Conditions Earthquake 5% of total insured value of each building; minimum
$100,000
All others: $25,000
$50,000,000 inclusive of
deductible
Various
Crime/Employee Dishonesty $2,500 per claim $15,000,000 inclusive of deductible
National Union Fire Insurance
Company
Property $100,000 per claim; except flood
zones A & V that have a
deductible of $250,000
$400,000,000 inclusive of
deductible $100,000,000 limit for
flood all zones, except zones A &
V, which have a limit of
$50,000,000
Various
Boiler and Machinery $100,000 per claim $100,000,000 inclusive of deductible
Various
Port Liability $25,000 per claim $50,000,000 inclusive of deductible
Various
Special Events Program N/A $1,000,000 per occurrence;
$2,000,000 aggregate
Evanston Insurance
Excess Workers’ Compensation $750,000 per claim Statutory limit Various Student Volunteer N/A $50,000 limit Ace American
Pollution Liability – Policy 1 $250,000 per claim $20,000,000 inclusive of deductible
ACE – Illinois-Union
Pollution Liability – Policy 2 $75,000 per claim $5,000,000 limit Illinois-Union Cyber Liability $100,000 per claim $2,000,000 limit Lloyds of London CJPRMA
The CJPRMA provides coverage against the following types of loss risks under the terms of a joint powers agreement with the City as follows:

Type of Coverage (Deductible) Coverage Limits
Property ($100,000) $5,000,000
Liability ($500,000) 40,000,000
Employment Practices ($500,000) 5,000,000
Once the self-insured retention is exhausted on each claim, CJPRMA becomes responsible for payment of future expenses related to the claim. On such claims the City’s deductible is $750,000. The City paid contributions of $1,274,804 for the year ended June 30, 2021. Actual surpluses or losses are shared according to a formula developed from overall loss costs and spread to member entities on a percentage basis after a retrospective rating.

Audited financial statements for the CJPRMA are available from CJPRMA, 3201 Doolan Road, Suite 285, Livermore, CA 94551.

CSAC-EIA
CSAC-EIA is a public entity risk pool of cities and counties within California. The CSAC-EIA provides workers’ compensation coverage up to the statutory limit, and the City retains a self-insured retention of $750,000.

Loss contingency reserves established by the CSAC-EIA are funded by contributions from member agencies. The City pays an annual contribution to the CSAC-EIA, which includes its pro-rata share of excess insurance premiums, charges for pooled risk, claims adjusting and legal costs, and administrative and other costs to operate the risk pool. The City paid contributions of $383,262 for the year ended June 30, 2021. CSAC-EIA provides insurance through the pool up to a certain level, beyond which group purchased commercial excess insurance is obtained. CSAC-EIA is currently fully funded.

Audited financial statements for CSAC-EIA are available from CSAC-EIA, 75 Iron Point Circle, Suite 200, Folsom, CA 95630.

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Housing Authority Insurance Group
The Housing Authority is exposed to various risks of loss related to torts: theft, damage, and destruction of assets; errors and omissions; injuries to employees and natural disaster. The Authority joined together with other entities and participates in the Housing Authority Insurance Group, a public entity risk pool currently operating as a common risk management and insurance program for its member entities. The purpose of the Housing Authority Insurance Group is to spread the adverse effects of losses among the member entities and to purchase excess insurance as a group, thereby reducing its cost.

The Authority pays annual premiums to Housing Authority Insurance Group for its property damage insurance as follows:

Property Annual Premium Deductible
Nevin Plaza (#1) $26,780 $25,000
Nystrom Village 16,104 25,000
Administration Office 1,655 25,000
Hacienda 61,950 25,000
All of the Housing Authority properties are included in the general liability coverage under the CJPRMA program.

Liability for Self-Insured Claims
The City records a liability to reflect an actuarial estimate of ultimate uninsured losses for both general liability claims (including property damage claims) and workers’ compensation claims. The estimated liability for workers’ compensation claims and general liability claims is based on case reserves and includes amounts for claims incurred but not reported (IBNR), and is recorded in the Insurance Reserves Internal Service Fund. At June 30, 2021, the estimated claims payable of $44,392,339 consisting of reserves for both reported and IBNR losses, as well as allocated loss adjustment expenses, have been recorded in the Insurance Reserves Internal Service Fund.

The claims payable are reported at their present value using expected future investment yield assumptions of 3% and an 80% confidence level. The undiscounted claims totaled $46,630,000 at June 30, 2021. Changes in the claims liabilities for the years ended June 30, 2021 and 2020 were as follows:
2021 2020
Claims liabilities, beginning of year $43,240,367 $44,577,999 Current year claims 12,779,000 11,420,000
Change in prior year claims (395,339) (2,670,407)
Claim payments (7,102,138) (6,813,811)
Legal, administrative and other expenses (4,129,551) (3,273,414) Claims liabilities, end of year $44,392,339 $43,240,367 Claims liabilities, due in one year $13,033,895 $12,438,015 For the years ended June 30, 2021 and 2020 the amount of settlements did not exceed insurance coverage.

Litigation and Other Commitments
Land Disposition Litigation (Point Molate). In March 2012, a developer and an associated entity filed a complaint in federal court against the United States of America, two individuals, and the City contending breach of contract related to a Land Disposition Agreement (LDA) between the developer and the City for the development of City-owned property for a specific use. The developer and associated entity seek damages of $30 million as well as lost profits of over $750 million. The City disputes the allegations and contends that the LDA did not commit the developer or the City to develop the property for the specific use and that the developer’s right to move forward with the development was subject to various federal approvals. The City received a favorable judgement on the matter, but an appeal by the developer and associated entity resulted in the Ninth Circuit reversing the decision, concluding the plaintiffs should be given another opportunity to amend their complaint.

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The plaintiffs filed an amended complaint, and the City answered, denying the plaintiffs’ allegations and asserting affirmative defenses and counterclaims. In April 2018, the City again received a favorable judgement on the matter under which the City will pay no monetary damages to the developer, and the developer’s claims were dismissed.

Under the terms of the judgment, future proceeds from the sale of the property will be shared equally between the City and the developer. However, the judgment is being challenged by an environmental rights group. The ruling by the lower court is currently being appealed by the environmental group. Other lawsuits have been brought by environmental groups and another developer regarding the entitlements for the land. There may be a material negative impact to the City should the courts rule against the City, however any such impact cannot be determined at this time.

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CITY DEBT SUMMARY
General Obligation Bond Debt
The City has no outstanding general obligation bonds.

The City does not currently anticipate issuing any general obligation bonds in the next five Fiscal Years.

Tax and Revenue Anticipation Notes
The City has no outstanding notes and has not issued any notes since Fiscal Year 2014-15.

The City does not expect to issue notes for Fiscal Year 2022-23.

Outstanding General Fund and Lease Obligation Debt
The City may enter into long-term lease obligations such as certificates of participation or lease revenue bonds without first obtaining voter approval. The City has entered into various lease arrangements under which the City must make annual lease payments for its use and occupancy of public buildings or acquisition of equipment necessary for City operations.

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Table A-26 summarizes the outstanding obligations payable from or backed by the General Fund of the City as of June 30, 2022. The City has never failed to pay principal of or interest on any debt or lease obligation when due nor made any draws on debt service reserves.

Table A-26
City of Richmond
Outstanding General Fund Obligations
As of June 30, 2022
Issuer/Issue
Date
Issued Projects
Amount
Issued
Amount
Outstanding
Final
Maturity
%
Payable from
the General
Fund
Payable from General Fund
Richmond Joint Powers Financing Authority
Lease Revenue Bonds Series 2016
2016 Civic Center $ 28,390,000.00 $26,060,000.00 11/01/2037 100% Richmond Joint Powers Financing Authority
Lease Revenue Refunding Bonds Series 2019A
2019 Refunding Bonds $ 63,970,000.00 $59,365,000.00 11/01/2037 100% California Energy Commission Loan #1
(Loan #001-10-ECD)
2010 Replace Streetlights with
New LED Lights
$ 305,468.39 $ 200,127.56 12/22/2025 100%
California Energy Commission Loan #2
(Loan #007-12-ECF)
2012 Replace Streetlights
with New LED Lights
$ 850,972.24 $ 687,495.61 06/22/2030 100%
Holman Capital Corporation #5 2012 West Contra Costa
Family Justice Center
$ 643,364.96 $ 201,465.04 01/14/2023 100%
Holman Capital Corporation #5 2018 Purchase New Fire
Trucks
$ 2,230,365.78 $ 1,736,079.72 05/17/2028 100%
BancAmerica Merrill Lynch (2013) 2013 Finance the Purchase of Streetlights from PG&E
and Associated Upgrades
$ 2,744,221.95 $ 1,943,665.38 10/23/2026 100%
Qualified Energy Conservation Lease (2010) 2010 Fund Energy Efficiency and Streetlight Upgrades
$ 479,026.28 $ 327,927.72 06/15/2026 100%
Recovery Zone Economic Development Lease
(2010)
2010 Fund Improvements to
Various City Facilities
$ 564,826.16 $ 372,049.11 12/15/2025 100%
Total All Payable from General Fund $ 34,234,882.28 $ 85,425,000.00 Backed by General Fund
City of Richmond Taxable Pension Funding
Bonds, Series 2005B-1 and Series 2005 B-2

2005 Pension costs $165,627,000.00 $147,867,000.00 08/01/2034 (1) Richmond Joint Powers Financing Authority,
Lease Revenue Refunding Bonds, Series 2019B
2019(2) Refunding Bonds $ 20,580,000.00 $ 16,375,000.00 05/01/2024 (2) Total All Backed by General Fund $165,627,000.00 $147,867,000.00 _________________________
 Will be refunded by the Series 2022 Bonds.
(1) Varies annually depending on receipts of Pension Tax Override Revenues. (2) Varies annually depending on port revenues.

Source: City of Richmond, Department of Finance.

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Interest Rate Swap Agreements
In 2007, the City entered into an interest rate swap agreement in connection with the Series 2005B Bonds (the “2007 Swap Agreement”) with JPMorgan Chase Bank, NA (“JPM”). Subsequent to the City’s entry into the 2007 SWAP Agreement, Moody’s downgraded the City’s issuer rating to “Ba1” which resulted JPM declaring an event of termination under the 2007 Swap Agreement and exercised its right to demand immediate payment of an approximately $31.5 million settlement amount that represented the present value of the City’s expected future performance obligations under the 2007 SWAP Agreement. In an effort to hedge future higher interest rates relating to the Series 2005B Bonds and in compliance with Section 5922 of the California Government Code, the City entered into two interest rate swaps pursuant to an ISDA Master Agreement, together with the schedules and confirmations thereto (the “2016 Swap Agreement”), between the City and the Royal Bank of Canada (“RBC”), pursuant to which the variable rate of interest on the Series 2005B Bonds was exchanged for a fixed rate of interest. The portion of the 2016 Swap Agreement relating to the Series 2005 B-2 Bonds is subject to mandatory termination on August 1, 2023. The current estimated termination payment owed by the City is $__________ In connection with the issuance of the Series 2022 Bonds, the City intends to terminate both swaps, the cost of which will be funded from a portion of the proceeds of the Series 2022 Bonds. Table A-27 summarizes the City’s swap agreements as of July 1, 2022. For a summary of the Swap Policy adopted by the City, see “FINANCIAL OPERATIONS – Financial Policies and Practices – Financial Policies–Swap Policy.” Table A-27
Summary of City Interest Rate Swap Agreements
Associated Bonds/
Payment Source
Effective
Date/
Expiration
Date
Initial/ Current
Notional
Amount
Counterparty/
Guarantor
Counterparty/
Guarantor
Credit Ratings
(Moody’s/
S&P/Fitch) Rates Index
Market Rate/
Market
Termination
Value to City
General Fund:

City of Richmond Taxable
Taxable Pension Fund Bonds
Series 2005 B-1
02/01/2016/
08/01/2023
$66,070,476/
$17,911,476 Royal Bank of Canada Aa1/AA-/AAPayReceive:

5.5795%

3.000
100% US 0001 M
Index ($334,838)/
City of Richmond Taxable
Pension Funding Bonds
Series 2005 B-2
02/01/2016/
08/01/2023
$127,990,254/
127,990,254 Royal Bank of Canada Aa1/AA-/AAPay:Receive:

5.6650%

2.9000%
100% US 0001 M
Index ($21,650,387)/
TOTAL
____________________________
Source: The City of Richmond.

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City Overlapping and Bonded Debt
The estimated direct and overlapping bonded debt of the City as of August 1, 2022, is shown in Table A-28 below. The information in Table A-28 has been provided by California Municipal Statistics, Inc. and the City has not independently verified the information in the table below and does not guarantee its accuracy.

Table A-28
City of Richmond
Statement of Direct and Overlapping Debt
as of August 1, 2022
2021-22 Assessed Valuation: $16,488,274,761
OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable(1) Debt August 1, 2022 Bay Area Rapid Transit District 1.853% $ 46,724,692
Contra Costa Community College District 7.068 40,201,370 West Contra Costa Unified School District 45.625 568,024,436 West Contra Costa Healthcare District Parcel Tax Obligations 43.032 18,503,760 East Bay Regional Park District 2.959 5,462,018
City of Richmond Community Facilities District No. 1998-1 100.000 1,775,000 City of Richmond 1915 Act Bonds 100.000 4,530,000
California Statewide Community Development Authority 1915 Act Bonds 100.000 1,402,835 TOTAL NET OVERLAPPING TAX AND ASSESSMENT DEBT $686,624,111 DIRECT AND OVERLAPPING GENERAL FUND DEBT:

Contra Costa County General Fund Obligations 7.045% $ 15,816,025 Alameda-Contra Costa Transit District Certificates of Participation 5.558 647,785 West Contra Costa Unified School District Certificates of Participation 45.625 2,739,781 City of Richmond General Fund Obligations 100.000 93,755,000(1) City of Richmond Pension Obligation Bonds 100.000 160,267,000 TOTAL GROSS DIRECT AND OVERLAPPING GENERAL FUND DEBT $272,825,591 Less: Contra Costa County general fund obligations supported by revenue funds 4,064,481 City of Richmond obligations supported by port revenues 8,330,000 TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND DEBT $ 260,431,110 OVERLAPPING TAX INCREMENT DEBT (Successor Agency) 100.000% $ 43,058,404 GROSS COMBINED TOTAL DEBT $1,002,508,106(2)
NET COMBINED TOTAL DEBT $ 990,113,625
Ratios to 2021-22 Assessed Valuation:

Total Overlapping Tax and Assessment Debt:..................................4.16% Gross Total Direct Debt ($260,530,591):...................................... 1.65% Net Total Direct Debt ($140,751,745): .......................................... 1.58% Gross Combined Total Debt: ............................................................6.08% Net Combined Total Debt:................................................................6.00% Ratios to Redevelopment Successor Agency Incremental Valuation ($3,692,257,204):

Total Overlapping Tax Increment Debt: ...........................................1.17% _______________________
(1) Excludes issue to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics, Inc.

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APPENDIX B

THE CITY OF RICHMOND

AUDITED FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED JUNE 30, 2021

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APPENDIX C

BOOK-ENTRY ONLY SYSTEM

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APPENDIX D

SUMMARY OF THE INDENTURE AND FIRST SUPPLEMENT

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APPENDIX E

PROPOSED FORM OF OPINION OF BOND COUNSEL

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APPENDIX F

FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is entered into by the City of Richmond (the “City”) in connection with the issuance its $___________ Taxable Pension Refunding Bonds, Series 2022 (the “Series 2022 Bonds”). The Series 2022 Bonds are being issued pursuant to the Indenture, dated as of February 1, 2005, as supplemented by a First Supplemental Indenture, dated as of ________1, 2022 (collectively, the “Indenture”), both by and between the City and U.S. Bank Trust Company National Association, as trustee (the “Trustee”). The City covenants and agrees as follows:

Section 1. Purpose of Certificate. This Certificate is being executed and delivered by the City for the benefit of the Owners and Beneficial Owners (as defined below) of the Series 2022 Bonds and in order to assist the Participating Underwriters (as defined below, in complying with the Rule (as defined below).

Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Certificate unless otherwise defined in this Section, the following capitalized terms have the following meanings:
“Annual Report” means any Annual Report of the City provided by the City pursuant to and as described in Section 3 of this Certificate.
“Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding a Bond through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bond for federal income tax purposes. “Commission” means the Securities and Exchange Commission. “Dissemination Agent” means any person appointed in writing by the City to act as the City’s agent in complying with the filing requirements of the Rule, which person has accepted such appointment. As of the date of this Certificate, the City has not appointed a Dissemination Agent. “Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “Financial Obligation” will not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule “Listed Event” means any of the events listed in Section 5 of this Certificate.
“MSRB” means the Municipal Securities Rulemaking Board and any successors or assigns, or any other entities or agencies approved under the Rule.
“Participating Underwriters” means any of the original purchasers of the Series 2022 Bonds required to comply with the Rule in connection with the offering of the Series 2022 Bonds. “Repository” means, until otherwise designated by the Commission, the Electronic Municipal Market Access website of the MSRB located at http://emma.msrb.org. “Rule” means paragraph (b)(5) of Rule 15c2-12 adopted by the Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

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Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent (if other than the City) to, not later than 60 days after the City normally receives its audited financial statements from its auditors in each year but in no event later than July 15, commencing with the audited financial statements for the 2019-20 Fiscal Year, provide to the Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that if the audited financial statements of the City are not available by the date required above for the filing of the Annual Report, the City shall submit unaudited financial statements and submit the audited financial statements as soon as available. If the City’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event.
(b) If the City is unable to provide to the Repository an Annual Report by the date required in subsection (a), the City shall send a notice to the Repository in substantially the form attached as Exhibit A with a copy to the Dissemination Agent (if other than the City) and the Trustee. The Dissemination Agent (if other than the City) shall not be required to file a Notice to Repository of Failure to File an Annual Report. (c) The Dissemination Agent (if other than the City) shall file a report with the City stating it has filed the Annual Report in accordance with its obligations hereunder, stating the date it was provided.

Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following financial information or operating data presented in the final Official Statement relating to the Series 2022 Bonds, updated to incorporate information for the most recent Fiscal Year:
(a) The audited financial statements of the City for the preceding Fiscal Year, prepared in accordance with Generally Accepted Accounting Principles applicable to governmental entities. If the City’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in the format similar to the financial statement contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available;
(b) To the extent not included in the financial statements, the following type of information will be provided in one or more reports:
(i) Update Table A-14 (Assessed Valuation) in the Official Statement for the Fiscal Year of the City most recently ended;
(ii) Update Table A-15 (Secured Tax Levies and Delinquencies) in the Official Statement for the Fiscal Year of the City most recently ended;
(iii) Update Table A-13 (Pension Tax Override Revenues) in the Official Statement for the Fiscal Year of the City most recently ended;
(iv) Update Table A-7 (General Fund Revenues and Expenditures) in the Official Statement for the City’s total budget funds for the Fiscal Year of the City most recently ended; (v) Update Table A-8 (Adopted Budget General Fund Revenues and Expenditures) in the Official Statement for the City for the current Fiscal Year and any changes in the adopted budget; and (vi) Update Table A-26 (Outstanding General Fund Obligations) in the Official Statement for the City as of the beginning of the current Fiscal Year.

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The contents, presentation and format of the Annual Reports may be modified from time to time as determined in the judgment of the City to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the City or to reflect changes in the business, structure, operations, legal form of the City or any mergers, consolidations, acquisitions or dispositions made by or affecting the City; provided that any such modifications shall comply with the requirements of the Rule.

The City has not undertaken in this Certificate to update all information an investor may want to have in making decisions to hold, sell or buy the Series 2022 Bonds but only to provide the specific information listed above.

Any or all of the items listed above may be incorporated by reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to the Repository, MSRB or the Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify each such other document so incorporated by reference.

Section 5. Reporting of Significant Events.

Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice to the Repository of the occurrence of any of the following events (the “Listed Events”) with respect to the Series 2022 Bonds in a timely manner not in excess of ten (10) business days after the occurrence of the event:
(i) principal and interest payment delinquencies;
(ii) non-payment related defaults, if material;
(iii) unscheduled draws on any debt service reserves reflecting financial difficulties; (iv) unscheduled draws on any credit enhancements reflecting financial difficulties; (v) substitution of any credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material notices or determinations with respect to the tax status of the Series 2022 Bonds, or other material events affecting the tax status of the Series 2022 Bonds;
(vii) modifications to the rights of Owners of the Series 2022 Bonds, if material; (viii) bond calls, if material, and tender offers;
(ix) defeasances;
(x) release, substitution, or sale of property, if any, securing repayment of the Series 2022 Bonds, if material;
(xi) rating changes;
(xii) bankruptcy, insolvency, receivership or similar event of the City (for purposes of the event identified in this Subsection 5(xii), the event is considered to occur when any of the following occur:
the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and

F-4
officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person);
(xiii) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to such actions, other than pursuant to its terms, if material; and (xiv) appointment of a successor or additional trustee or the change of name of a trustee, if material;
(xv) incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and
(xvi) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties.

Section 6. Termination of Reporting Obligation. The City’s obligations under this Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2022 Bonds or upon delivery to the City and to the Dissemination Agent (if other than the City) of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. If such termination occurs prior to the final maturity of the Series 2022 Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5.

Section 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent (if other than the City) to assist it in carrying out its obligations under this Certificate, and may discharge any such Dissemination Agent (if other than the City), with or without appointing a successor Dissemination Agent (if other than the City). The Dissemination Agent (if other than the City) may resign by providing 60 days’ written notice to the City. The Dissemination Agent (if other than the City) shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Certificate.

Section 8. Amendment Waiver. Notwithstanding any other provision of this Certificate, the City may amend this Certificate, and any provision of this Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Section 3, Section 4 or Section 5, it may only be made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, change in law (including rules or regulations) or in interpretations thereof, or change in the identity, nature or status of an obligated person with respect to the Series 2022 Bonds, or the type of business conducted;
(b) The undertakings, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2022 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Owners of the Series 2022 Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners of the Series 2022 Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or Beneficial Owners of the Series 2022 Bonds.

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In the event of any amendment or waiver of a provision of this Certificate, the City shall describe such amendment in its next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City.

Section 9. Additional Information. Nothing in this Certificate shall be deemed to prevent the City from disseminating any other information, including the information then contained in the City’s official statements or other disclosure documents relating to debt issuances, using the means of dissemination set forth in this Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Certificate, the City shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 10. Default. In the event of a failure of the City to comply with any provision of this Certificate, any Owner or Beneficial Owner of the Series 2022 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City to comply with its obligations under this Certificate. A default under this Certificate shall not be deemed an Event of Default under the Indenture with respect to the Series 2022 Bonds, and the sole remedy under this Certificate in the event of any failure of the City to comply with this Certificate shall be an action to compel performance, and no person or entity shall be entitled to recover monetary damages under this Certificate.

Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent (if other than the City) shall have only such duties as are expressly and specifically set forth in this Certificate and the City agrees, to the extent permitted by law, to indemnify and save the Dissemination Agent (if other than the City), its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s (if other than the City) negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent (if other than the City) and payment of the Series 2022 Bonds.

Section 12. Beneficiaries. This Certificate shall inure solely to the benefit of the City, the Dissemination Agent (if other than the City), the Participating Underwriters, the Owners and Beneficial Owners from time to time of the Series 2022 Bonds, and shall create no rights in any other person or entity.

Section 13. Governing Law. This Certificate shall be governed by the laws of the State of California and the federal securities laws.

Dated: CITY OF RICHMOND
By:

City Manager

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EXHIBIT A

FORM OF NOTICE TO REPOSITORIES

OF FAILURE TO FILE REPORT
Name of Issuer: City of Richmond, California
Name of Bond Issue: $___________ City of Richmond, California Taxable Pension Refunding Bonds, Series 2022
Issuance Date: __________, 2022
NOTICE IS HEREBY GIVEN that the CITY OF RICHMOND (the “City”) has not provided the Annual Report with respect to the above named Bonds as required by Section 3 of the Continuing Disclosure Certificate, dated as of __________, 2022, executed and delivered by the City. The City anticipates that such report will be filed by .

Dated: CITY OF RICHMOND
By:

Authorized Officer

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NRF Draft of 7/12/22
131095664.4
$[PAR AMOUNT]

CITY OF RICHMOND

TAXABLE PENSION REFUNDING BONDS,
SERIES 2022

BOND PURCHASE AGREEMENT
_______, 2022
City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Ladies and Gentlemen:

Loop Capital Markets LLC and Hilltop Securities Inc. (together, the “Underwriters”) offer to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with you, the City of Richmond, California (the “City”), which, upon acceptance will be binding upon the City and the Underwriters.

This offer is made subject to written acceptance by the City at or prior to 11:59 p.m., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon written notice delivered to the City at any time prior to the acceptance hereof by the City. Upon such acceptance this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriters.

1. Purchase and Sale. Upon the terms and conditions and in reliance on the representations, warranties and agreements herein set forth, the Underwriters hereby agree to purchase, and the City hereby agrees to sell to the Underwriters, all (but not less than all) of the City’s $[par amount] Taxable Pension Refunding Bonds, Series 2022 (the “2022 Bonds”).

The proceeds of the 2022 Bonds will be used by the City to (a) refund the City’s outstanding Taxable Pension Funding Bonds, Series 2005 B-1 Bonds (the “2005 B-1 Bonds”) on their next interest payment date of November 1, 2022; (b) advance refund the City’s outstanding Taxable Pension Funding Bonds, Series 2005 B-2 (the “2005 B-2 Bonds” and, together with the 2005 B-1 Bonds, the “2005 Bonds”) to their date of conversion/redemption on August 1, 2023; (c) pay the Termination Fee (as defined in the Official Statement); and (d) pay the costs of issuance of the 2022 Bonds.

Concurrently with the delivery of the 2022 Bonds, the City will defease with available funds, other than proceeds of the 2022 Bonds, all of the outstanding of the Taxable Limited Obligation Pension Bonds, 1999 Series A (the “1999 Bonds”).

The purchase price for the 2022 Bonds is $_________ (representing the $[par amount].00 aggregate principal amount of the 2022 Bonds and less $_________ of Underwriters’ discount). No good faith check will be required.

The 2022 Bonds shall be described in the Preliminary Official Statement (as defined below), except for information permitted to be excluded by the Rule (as defined below), and the Official Statement (as defined below). The 2022 Bonds will mature, bear interest and have yields at the rates

2 131095664.4
per annum, as shown on Exhibit A hereto, and be subject to redemption as set forth in the Indenture (as defined below). The 2022 Bonds are being issued pursuant to Articles 10 and 11 (commencing with Section 53570) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code and an Indenture, dated as of November 1, 2005 (the “Original Indenture of Trust”), as supplemented and amended by a First Supplemental Indenture, dated as of _______ 1, 2022 (the “First Supplemental Indenture” and, together with the Original Indenture of Trust, the “Indenture”), both by and between the City and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”).

The execution and delivery of the Indenture and the issuance and delivery of the 2022 Bonds were approved by a Resolution of the City, dated June 21, 2022, and the distribution of the Preliminary Official Statement (as defined below) and the execution and delivery of this Purchase Agreement were approved by a Resolution of the City, dated July 26, 2022 (together, the “Resolutions”), and the 2022 Bonds shall be as described in, and shall be secured under, and be payable as provided in the Indenture.

The Indenture, the 2022 Bonds, the Continuing Disclosure Certificate, dated _______, 2022 (the “Continuing Disclosure Certificate”), executed by the City, the Escrow Deposit and Trust Agreement, dated as of ______, 2022 (the “1999 Escrow Agreement”), by and between the City and U.S. Bank Trust Company, National Association relating to the 1999 Bonds, the Escrow Deposit and Trust Agreement, dated as of ______, 2022 (the “2005 Escrow Agreement” and together with the 1999 Escrow Agreements, the “Escrow Agreements”), by and between the City and U.S. Bank Trust Company, National Association relating to the 2005 Bonds, and this Purchase Agreement are referred to collectively herein as the “Legal Documents.” All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.

2. Delivery of the Official Statement and Other Documents. (a) The City agrees to deliver to the Underwriters, at such addresses as the Underwriters shall specify, as many copies of the Official Statement dated the date hereof relating to the 2022 Bonds (as supplemented and amended from time to time, the “Official Statement”) as the Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such Official Statement within the earlier of (i) seven (7) business days after the execution hereof or (ii) two (2) business days prior to the Closing Date, provided, that failure by the City to so deliver such Official Statement due to any action or failure to act of the Underwriters or their counsel shall not constitute a breach hereunder.
(b) By execution of this Purchase Agreement, the City confirms that the Preliminary Official Statement, dated _______, 2022, with respect to the 2022 Bonds (the “Preliminary Official Statement”) was deemed final by the City for purposes of the Rule on the date thereof.
(c) The Underwriters shall give notice to the City on the Closing Date if any participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule after the Closing. If such notice is given, then the Underwriters shall provide a subsequent notice of the date on which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule until the earlier to occur of the

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date on which no participating underwriter (as such term is defined in the Rule) remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule or twenty-five (25) days after the end of the underwriting period.
(d) If the Underwriters provide notice pursuant to Section 2(c) hereof that Official Statements are required under the Rule after the Closing, then, until the earlier to occur of the date on which no participating underwriter (as such term is defined in the Rule) remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule or twenty-five (25) days after the end of the underwriting period, the City shall (i) apprise the Underwriters of all material adverse developments, if any, occurring with respect to the City after delivery of the 2022 Bonds to the Underwriters, and (ii) provide the Underwriters with such information regarding the City, its current financial condition and ongoing operations as the Underwriters may reasonably request. Unless otherwise notified in writing by the Underwriters on or prior to the date of the Closing, the City may assume that the “end of the underwriting period” for the 2022 Bonds for all purposes of the Rule is the date of the Closing. If such notice is given in writing by the Underwriters, the Underwriters agree to notify the City in writing following the occurrence of the “end of the underwriting period” as defined in the Rule for the 2022 Bonds. The “end of the underwriting period” as used in this Purchase Agreement shall mean the Closing Date or such later date as to which notice is given by the Underwriters in accordance with the preceding sentence.

3. The Closing. At 8:30 a.m., California Time, on _______, 2022, or at such other time or on such earlier or later date as the City and the Underwriters mutually agree, the City and the Trustee will deliver or cause to be delivered to the Underwriters the 2022 Bonds in book-entry form through the facilities of The Depository Trust Company, New York, New York (“DTC”), duly executed and the other documents hereinafter mentioned shall be delivered at the offices of Jones Hall, A Professional Law Corporation (“Bond Counsel”) or at such other location as shall have been mutually agreed upon by the City and the Underwriters. The 2022 Bonds shall be delivered to U.S. Bank Trust Company, National Association, as Trustee and as DTC’s agent using the FAST system of registration.

Subject to the terms and conditions hereof, the Underwriters will accept delivery of the 2022 Bonds and pay the net purchase price thereof against delivery by federal funds to the order of the Trustee in an amount equal to the Purchase Price as set forth in Section 1 hereof (which such delivery of and payment for the 2022 Bonds is herein called the “Closing,” and which such date is herein called the “Closing Date”).

The 2022 Bonds shall be issued in fully registered form and shall be prepared and delivered as one bond per maturity registered in the name of Cede & Co., as nominee of DTC. It is anticipated that CUSIP identification numbers will be inserted on the 2022 Bonds, but neither the failure to provide such numbers nor any error with respect thereto shall constitute a cause for failure or refusal by the Underwriters to accept delivery of the 2022 Bonds in accordance with the terms of this Purchase Agreement.

4. Public Offering. The Underwriters agree to make a bona fide public offering of all of the 2022 Bonds at the offering prices set forth in Exhibit A. The Underwriters reserve the right to change such initial public offering prices or yields as the Underwriters deem necessary following the initial public offering period in connection with the marketing of the 2022 Bonds. The City hereby authorizes the Underwriters to use the forms or copies of the Resolutions, the Legal Documents and the Preliminary Official Statement and the information contained therein in connection with the public offering and sale of the 2022 Bonds. The City hereby ratifies and confirms its authorization of the

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distribution and use by the Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering and sale of the 2022 Bonds. The Underwriters may use the Official Statement and the information contained therein, including any amendments or supplements thereto, in connection with the offering and sale of the 2022 Bonds. All members of any selling group which may be formed in connection with the distribution of the 2022 Bonds, and all dealers to whom any of the 2022 Bonds may be sold by the Underwriters, or by members of any selling group may use the Preliminary Official Statement and the Official Statement and the information contained therein, including any amendments or supplements thereto, in connection with the offering and sale of the 2022 Bonds.

5. City Representations, Warranties and Agreements. The City represents, warrants to and agrees with the Underwriters that, as of the date hereof and as of the date of the Closing:
(a) Due Organization and Operation; Legal, Valid and Binding Obligations. The City is a charter city duly organized and operating pursuant to the Constitution and laws of the State of California and has all necessary power and authority to adopt the Resolutions, and to enter into and perform its duties under the Legal Documents, the Resolutions have been adopted and have not been amended, modified or rescinded, and the Legal Documents, when executed and delivered by the respective parties thereto, will constitute legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles.
(b) No Conflict. The adoption of the Resolutions and the execution and delivery of the Legal Documents, and compliance with the provisions thereof, will not in any material respect conflict with, or constitute a breach of or default under, the City’s duties under the Legal Documents, the Resolutions or any law, administrative regulation, court decree, resolution, by-laws, loan agreement, trust agreement, indenture, bond, note or other agreement to which the City is subject or by which it or any of its property is bound which such conflict, breach or default would have a materially adverse effect on the ability of the City to repay the 2022 Bonds, including from Pledged Pension Tax Override Revenues (as defined in the Indenture) or the ability of the City to perform its obligations under the Legal Documents. (c) No Consents Required. After due inquiry, except as may be required under Blue Sky or other securities laws of any state, or with respect to any permits or approvals heretofore received which are in full force and effect or the requirement for which is otherwise disclosed in the Official Statement, there is no consent, approval, authorization or other order of, or filing with, or certification by, any governmental authority, board, agency or commission or other regulatory authority having jurisdiction over the City, other than the approval and authorization of the City Council of the City, required for the adoption of the Resolutions and execution and delivery of the Legal Documents or the consummation by the City of the other transactions contemplated by the Official Statement, the Resolutions or the Legal Documents, including this Purchase Agreement.
(d) No Litigation. There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending and notice of which has been served on and received by the City or, to the best knowledge of the City, threatened against the City (i) to restrain or enjoin the delivery of the 2022 Bonds, the imposition or collection by

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the City of the Pension Tax Override Revenues (as defined in the Indenture) , (ii) in any way contesting or affecting the validity of the Legal Documents, the Resolutions, the 2022 Bonds or the City’s ability to levy and collect the Pension Tax Override Revenues, or contesting the powers of the City to enter into or perform its obligations under any of the Legal Documents, (iii) in any way contesting or affecting the powers of the City in connection with any action contemplated by the Official Statement or this Purchase Agreement, (iv) contesting the accuracy or completeness of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or (v) in any way materially affecting the ability of the City to perform its obligations under the Legal Documents. (e) Preliminary Official Statement Correct and Complete. The Preliminary Official Statement, as amended with the consent of the Underwriters, which consent shall not be unreasonably withheld, as of its date and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit (except as permitted by the Rule) to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading except that no representation and warranty is made concerning statements and information relating to DTC or the Book-Entry System. (f) Official Statement Correct and Complete. The Official Statement (excluding the statements and information relating to DTC and the Book-Entry System) does not and (unless amended or supplemented pursuant to Section 5(j) hereof) at all times subsequent hereto to and including the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) Blue Sky Cooperation. The City agrees to cooperate with the Underwriters in endeavoring to qualify the 2022 Bonds for offering and sale under the securities or Blue Sky laws of such jurisdictions of the United States of America as the Underwriters may request; provided, that the City shall not be required to take any action which, in the opinion of the City Attorney, would subject the City to jurisdiction, personal or otherwise, in any jurisdiction in which it is not now so subject or to qualify to do business in any jurisdiction where it is not now so qualified.
(h) Due Approval of Official Statement Distribution. By official action of the City prior to the execution hereof, the City has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement, has duly adopted the Resolutions and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the Legal Documents and the consummation by it of all other transactions contemplated by the Official Statement and the Legal Documents, including this Purchase Agreement. (i) No Breach or Default. Except as described in the Preliminary Official Statement and the Official Statement, the City is not in breach of or in default under any applicable law or administrative regulation of the State of California or the United States of America or any applicable judgment or decree or any loan agreement, trust agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject which breach or default which in any way would have a materially adverse effect on the ability of the City to repay the 2022 Bonds or on the City’s ability to perform its obligations under the Legal Documents, and no event has occurred and is continuing which,

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with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument. The City is not in default as to the payment of principal or interest with respect to any debt obligation issued by the City or with respect to any debt obligation guaranteed by the City as guarantor.
(j) Agreement to Notify Underwriters Regarding Official Statement. The City will advise the Underwriters promptly of any proposal to amend or supplement the Official Statement and will not affect any such amendment or supplement without the consent of the Underwriters, which consent shall not be unreasonably withheld. The City will advise the Underwriters promptly of the institution of any proceedings known to it seeking to prohibit or otherwise affect the use of the Official Statement in connection with the offering, sale or distribution of the 2022 Bonds.
(k) Agreement to Amend Official Statement. If, at any time from the date hereof to and including twenty-five (25) days after the end of the underwriting period, in the reasonable opinion of the Underwriters, the Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will prepare an amendment or supplement to the Official Statement; provided, that all expenses thereby incurred (including printing expenses) will be paid for by the City.
(l) Amendments to Official Statement Correct and Complete. If the information contained in the Official Statement is amended or supplemented pursuant to the immediately preceding subparagraph, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date twenty-five (25) days after the end of the underwriting period, the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will be true and correct in all material respects, and the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the information therein, in the light of the circumstances under which it was made, not misleading except that no representation and warranty is made concerning statements and information relating to DTC or the Book-Entry System. If at any time prior to the earlier of (i) receipt of notice from the Underwriters pursuant to Section 2(c) hereof that Official Statements are no longer required to be delivered; and (ii) twenty-five (25) days after the end of the underwriting period, any event occurs with respect to the City as a result of which the Official Statement as then amended or supplemented might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall promptly notify the Underwriters in writing of such event. Any information supplied by the City for inclusion in any amendment or supplement to the Official Statement will not contain any untrue statement of a material fact relating to the City or omit to state any material fact relating to the City necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation and warranty is made concerning statements and information relating to DTC or the Book-Entry System.
(m) City Financial Statements. The financial statements of, and other financial information regarding, the City in the Preliminary Official Statement and the Official

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Statement fairly present the financial position and results of the operations of the City as of the dates and for the periods therein set forth, and the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied.

Except as disclosed in the Preliminary Official Statement and the Official Statement, there has not been any material adverse change in the financial condition of the City since June 30, 2021 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. (n) Compliance with Continuing Disclosure. Except as disclosed in the Preliminary Official Statement, the City is, and at all times during the previous five years has been, in material compliance with all of its prior continuing disclosure undertakings under the Rule, and at or prior to the Closing Date, the City will agree to undertake pursuant to the Continuing Disclosure Certificate to provide certain annual financial information and notices of the occurrence of certain events. The form of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. (o) Limitation on Issuance. Except as disclosed in the Official Statement, or in the ordinary course of business, the City will not, prior to the Closing, offer or issue any bonds, notes or other obligations for borrowed money payable from the General Fund of the City.

6. [Reserved].

7. Conditions to the Obligations of the Underwriters. The Underwriters have entered into this Purchase Agreement in reliance upon the representations, warranties and agreements of the City contained herein, the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing, the performance by the City of its obligations hereunder, and the opinions of Bond Counsel, counsel to the Trustee, counsel to the City and counsel to the Underwriters described hereafter. Accordingly, the Underwriters’ obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the 2022 Bonds shall be conditioned upon and subject to (i) the performance by the City and the Trustee of their obligations to be performed hereunder and under such documents and instruments as shall reasonably be requested by the Underwriters or their counsel at or prior to the Closing and (ii) the accuracy in all material respects, in the reasonable judgment of the Underwriters, of the representations and warranties of the City herein as of the date hereof and as of the Closing Date, and shall also be subject to the following additional conditions:
(a) Bring-down of Representations. The representations, warranties and agreements of the City contained herein shall be true, complete and correct on the date hereof and on and as of the Closing Date.
(b) Default Judgment. The Underwriters shall have received a copy of the default judgment, dated May 31, 2005 entered in favor of the City in connection with the Indenture, filed in the Superior Court of the State of California. (c) Authorization, Execution and Delivery of Documents. At the Closing, the Legal Documents, the 2022 Bonds and the Official Statement shall have been duly authorized, executed and delivered by the respective parties thereto, in substantially the forms heretofore submitted to the Underwriters, with only such changes as shall have been agreed to by the Underwriters, and said agreements shall not have been amended, modified or supplemented,

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except as may have been agreed to in writing by the Underwriters, and each shall be in full force and effect.
(d) No Amendment of Official Statement. At the Closing, the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters.
(e) Adverse Effect on Marketability. In the sole judgment of the Underwriters, between the date hereof and the Closing, the marketability or the market price of the 2022 Bonds shall not have been materially adversely affected by reason of any of the following:
(1) Securities Law Exemptions. Legislation is introduced (by committee, by amendment, or otherwise) in, or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a court of the United States is rendered, or a stop resolution, ruling, regulation, or official statement by or on behalf of the United States Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter is made or proposed, in each case to the effect that the offering or sale of obligations of the general character of the 2022 Bonds, as contemplated hereby, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or the Investment Company Act of 1940, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of obligations of the general character of the 2022 Bonds as contemplated hereby which, in the reasonable opinion of the Underwriters. (2) Disclosure. Any information becomes known which at any time, in the reasonable opinion of the Underwriters, makes untrue, incorrect, incomplete, or misleading in any material respect any statement or information contained in the Official Statement, as the information contained therein has been supplemented or amended by other information in accordance herewith, or causes the Official Statement, as so supplemented or amended, to contain an untrue, incorrect, or misleading statement of a material fact or to omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading and which, in the sole opinion of the Underwriters. (3) Legislation, Judicial Decisions or Additional Restrictions. Except as provided in subdivision (1) of this subsection, any legislation, resolution, ordinance, rule, or regulation is introduced in or be enacted by any governmental body, department, or agency of the United States of America, the State of New York or the State of California, or a decision by any court of competent jurisdiction within the United States of America, the State of New York or the State of California is rendered, or additional material restrictions not in force as of the date hereof are imposed upon trading in securities generally (or as to any other matter relating to the 2022 Bonds) by any governmental authority or by any national securities exchange, in each case which, in the opinion of the Underwriters.
(4) State Tax Exemption. A statement by or on behalf of the State of California or the California Franchise Tax Board, with the purpose or effect, directly

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or indirectly, of imposing California personal income taxation upon payments of the general character of the interest as would be received by the owners of the 2022 Bonds. (5) Suspension or Moratorium. A general suspension of trading in securities on the New York Stock Exchange or the NYSE Amex Equities occurs, minimum prices on either such exchange are established, or a general banking moratorium is established by United States of America, the State of New York or the State of California authorities.
(6) Material Outbreak. There shall have occurred (whether or not foreseeable) any (a) new material outbreak of hostilities involving the United States of America (including, without limitation, an act of terrorism) or (b) a material other national or international calamity or crisis including, but not limited to, a material escalation of hostilities, calamities, or crises, including COVID-19, that existed prior to the date hereof, or (c) material financial crisis, disruption or adverse change in the financial or economic conditions affecting the United States of America government or the securities markets in the United States of America, in each case which, in the opinion of the Underwriters.
(7) Financial Condition. There shall have occurred any materially adverse change in the affairs or financial condition of the City. (8) Negative Rating Action. Any nationally recognized statistical rating agency shall downgrade, suspend or withdraw (or announce their intent to downgrade, suspend or withdraw) any rating of the City’s debt or long-term obligations payable from the City’s General Fund, including the 2022 Bonds, or shall issue (or announce their intent to issue) any negative qualification with respect to the City’s debt or longterm obligations payable from the City’s General Fund, including the 2022 Bonds, (such as being placed on “credit watch” with negative implications or “negative outlook” or any similar qualification).
(f) At or prior to the Closing, the Underwriters shall have received the following documents, in each case reasonably satisfactory in form and substance to the Underwriters and their counsel:
(1) Opinion of Bond Counsel. The approving opinion of Bond Counsel in substantially the form included as Appendix E to the Official Statement, dated the date of Closing, addressed to the City (and a reliance letter to the Underwriters); (2) Supplemental Opinion of Bond Counsel. A supplemental opinion of Bond Counsel in substantially the form acceptable to Underwriters’ Counsel and the Underwriters, to the effect that: (i) this Purchase Agreement and the Escrow Agreements have been duly authorized, executed and delivered by the City, and, assuming such agreements constitute valid and binding obligations of the respective other parties thereto, constitute the legally valid and binding agreements of the City enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and by general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the 2022 Bonds are not subject to the registration

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requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the information contained in the Official Statement on the cover and under the captions “PLAN OF FINANCING,” “THE SERIES 2022 BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022 BONDS,” “TAX MATTERS,” and Appendix E thereof (except that no opinion or belief need be expressed as to any financial or statistical data contained in the Preliminary Official Statement and the Official Statement), insofar as it purports to summarize or replicate certain provisions of the Series 2022 Bonds, Escrow Agreement and the Indenture and the exemption from State of California personal income taxes of interest on the Bonds present a fair and accurate summary of such provisions.
(3) Defeasance Opinion of Bond Counsel. One or more defeasance opinions of Bond Counsel in substantially the form acceptable to Underwriters’ Counsel and the Underwriters relating to the 1999 Bonds and the 2005 Bonds; (4) Opinion of City Attorney. An opinion of the City Attorney, dated the date of Closing, in form and substance reasonably satisfactory to the Underwriters, addressed to the City, Bond Counsel, the Trustee and the Underwriters, to the effect that:
(i) Due Organization and Existence – the City is a charter city duly organized and validly existing under the Constitution and the laws of the State of California;
(ii) Due Adoption – the Resolutions approving the issuance, sale and delivery of the 2022 Bonds and authorizing the execution and delivery of the Legal Documents and, as applicable, approving the Preliminary Official Statement and Official Statement were duly adopted at meetings of the City Council of the City which were called and held pursuant to law and with all public notice required by law, and at which a quorum was present and acting throughout and have not been modified, amended or rescinded; (iii) No Litigation – except as disclosed in the Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending and notice of which has been served on and received by the City or, to the best of their knowledge, threatened against or affecting the City, which would materially and adversely impact the City’s ability to complete the transactions described in and contemplated by the Official Statement or in any way contesting or affecting the validity of the Legal Documents, the 2022 Bonds or the Pension Tax Override Revenues;
(iv) No Conflict – the execution and delivery of the Legal Documents, the approval of the Official Statement, and compliance with the provisions thereof and hereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument

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to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject; (v) Due Authorization, Execution and Delivery; Legal, Valid and Binding Agreements – the Legal Documents have been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the City enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally and by the application of equitable principles and by the limitations on legal remedies imposed on actions against cities in the State of California; and
(vi) No Consents Required – Official Statement, Legal Documents – no authorization, approval, consent, or other order of the State of California or any other governmental authority or agency within the State of California, other than the City Council, is required for the valid authorization, execution and delivery of the Legal Documents and the approval of the Official Statement;
(5) Opinion of Counsel to U.S. Bank. The opinion of counsel to U.S. Bank Trust Company, National Association (“U.S. Bank”), dated the date of Closing, addressed to the Underwriters, to the effect that:
(i) Due Organization and Existence – U.S. Bank has been duly organized and is validly existing in good standing as a national banking association duly organized and existing under the laws of the United States of America and U.S Bank has full corporate power to undertake the trust of the Indenture and the Escrow Agreements;
(ii) Corporate Action – U.S Bank has duly authorized, executed and delivered the Indenture and the Escrow Agreements and has duly authenticated and delivered the 2022 Bonds, and by all proper corporate action has authorized the acceptance of the duties and obligations of U.S Bank under the Indenture and the Escrow Agreements, and has authorized in its capacity as Trustee the authentication and delivery of the 2022 Bonds; and (iii) Due Authorization, Execution and Delivery – assuming due authorization, execution and delivery by the City, each of the Indenture and the Escrow Agreements are a valid, legal and binding agreement of the Trustee enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(6) Negative Assurance Letter of Disclosure Counsel. The negative assurance letter of Best Best & Krieger LLP, Disclosure Counsel to the City

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(“Disclosure Counsel”), dated the Closing Date and addressed to the City and the Underwriters, to the effect that based upon their participation in the preparation of the Preliminary Official Statement and the Official Statement as Disclosure Counsel, without assuming any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement nor making any representation regarding independent verification of the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement, such counsel advises that during the course of such representation of the City as Disclosure Counsel on this matter, no information has come to their attention which would lead them to believe that the Preliminary Official Statement, as of its date and as of the date of pricing, or the Official Statement, as of its date or as of the date of Closing, (except for any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion contained in the Official Statement, and the information about book-entry or DTC or the book entry system included therein, as to which no opinion or view need be expressed) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (7) Opinion of Underwriters’ Counsel. The opinion of Norton Rose Fulbright US LLP (“Underwriters’ Counsel”), dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters; (8) Legal Documents. A copy of each of the Legal Documents; (9) Official Statement. A copy of the Official Statement; (10) U.S. Bank Incumbency. A copy of the general resolution of U.S. Bank authorizing the execution and delivery of certain documents by certain officers of U.S.

Bank, which resolution authorizes the authentication of the 2022 Bonds, the Indenture and the Escrow Agreements;
(11) Certificate of U.S. Bank. At the time of and as a condition to Closing, U.S. Bank, subject to the limitations provided herein, will represent, warrant to and agree with the Underwriters pursuant to a certificate, dated the date of Closing, that as of the date of Closing:
(i) Due Organization and Existence – U.S. Bank is duly organized and existing as a national banking association duly organized and existing under the laws of the United States of America having the full power and authority to enter into and perform its duties under the Indenture and to authenticate the 2022 Bonds pursuant to the terms of the Indenture; (ii) Due Authorization; Valid and Binding Obligations – U.S. Bank is duly authorized to enter into the Indenture and Escrow Agreements; (iii) No Conflict – the execution and delivery by U.S. Bank of the Indenture and the Escrow Agreements, and compliance with the terms thereof,

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will not, in any material respect, conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, trust agreement or indenture, bond, note, resolution or any other agreement or instrument to which U.S. Bank is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over U.S. Bank or any of its activities or properties, which conflict, breach or default would materially adversely affect the ability of U.S. Bank to perform its obligations under the Indenture and the Escrow Agreements or (except with respect to the respective liens of the Indenture and the Escrow Agreements) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of U.S. Bank;
(iv) Consents – exclusive of federal or state securities laws and regulations, other than routine filings required to be made with governmental agencies in order to preserve U.S. Bank’s authority to perform a trust business (all of which routine filing, to the best of U.S. Bank’s knowledge, have been made), no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over U.S. Bank is or will be required for the execution and delivery by U.S. Bank of the Indenture and the Escrow Agreements or the authentication of the 2022 Bonds; and (v) No Litigation – there is no litigation pending or threatened against or affecting U.S. Bank to restrain or enjoin U.S. Bank’s participation in, or in any way contesting the powers of U.S. Bank with respect to, the transactions contemplated by the 2022 Bonds, the Indenture and the Escrow agreements;
(12) Resolutions. Copies of the Resolutions adopted by the City and certified by the City Clerk;
(13) City Bring-Down Certificate. A certificate of an authorized officer of the City, dated the date of Closing, confirming as of such date the representations and warranties of the City contained in this Purchase Agreement; (14) Verification. Copies of the Verification Reports relating to the 1999 Bonds and the 2005 Bonds.
(15) Swap Termination. Evidence of swap termination with respect to the applicable 2005 Bonds acceptable to the Underwriters.
(16) Rating. Evidence from S&P Global Ratings that the 2022 Bonds have been rated “___” by such agency;
(17) DTC Blanket Letter of Representations. Confirmation that an executed Blanket Letter of Representations by and between the City and DTC, relating to the book-entry system for the 2022 Bonds is on file with DTC;

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(18) CDIAC Notices. Evidence of required filings with the California Debt and Investment Advisory Commission;
(19) Pension Override Tax Study. A report of Bartel Associates, LLC regarding the City’s pension obligations that may be paid through City property tax override revenues; and
(20) Miscellaneous. Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, Disclosure Counsel and Underwriters’ Counsel may reasonably request to evidence compliance with legal requirements, the truth and accuracy, as of the time of Closing, of the representations and warranties contained herein and in the Official Statement and the due performance or satisfaction by U.S. Bank and the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. (g) All matters relating to this Purchase Agreement, the 2022 Bonds and the sale thereof, the Official Statement, the Legal Documents and the consummation of the transactions contemplated by this Purchase Agreement shall have been approved by the Underwriters and counsel for the Underwriters, such approval not to be unreasonably withheld.

If the conditions to the Underwriters’ obligations contained in this Purchase Agreement are not satisfied or if the Underwriters’ obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriters nor the City shall have any further obligations hereunder, except that the respective obligations of the City and the Underwriters set forth in Section 8 hereof (relating to expenses) shall continue in full force and effect.

8. Expenses. (a) The City shall pay or cause to be paid from the proceeds of the 2022 Bonds or other funds available to it the expenses incident to the performance of its obligations hereunder, including but not limited to: (i) the cost of posting, printing and distribution of the Preliminary Official Statement and the Official Statement in reasonable quantities and all other documents (other than as set forth in the next succeeding paragraph) prepared in connection with the transactions contemplated hereby, including distribution costs and all mailing, including overnight and express delivery, costs; (ii) the fees and disbursements of the Trustee in connection with the 2022 Bonds; (iii) the fees and disbursements of Bond Counsel, Disclosure Counsel, NHA Advisors, LLC, as Municipal Advisor to the City, and any other experts or consultants retained by the City in connection with the transactions contemplated hereby; (iv) rating agency fees; (v) expenses incurred on behalf of the City’s employees which are incidental to the issuance of the 2022 Bonds, including, but not limited to, meals, transportation, and lodging; (vi) all advertising expenses in connection with the public offering of the 2022 Bonds; (vii) the fees and expenses of Underwriters’ Counsel, including, if applicable, their fees in connection with the qualification of the 2022 Bonds for sale under the Blue Sky or other securities laws and regulations of various jurisdictions; (viii) California Debt and Investment Advisory Commission fees; and (ix) all other expenses incurred by the Underwriters in connection with its public offering and distribution of the 2022 Bonds, including CUSIP fees.

9. Notices.
(a) Underwriters. Any such notice or other communication to be given to the Underwriters may be given by delivering the same to the Underwriters, Loop Capital Markets

15 131095664.4
LLC, 580 California Street, 16th Floor, San Francisco, California 94104, Attention: Robert Larkins, with a copy to _________, 111 W. Jackson Boulevard, Suite 1901, Chicago, Illinois 60604 and Hilltop Securities Inc., 2533 S Coast Highway 101, Suite 250, Cardiff, California 92007, Attention: Mike Cavanaugh.
(b) City. Any notice or communication to be given the City under this Purchase Agreement may be given by delivering the same to the City of Richmond, 450 Civic Center Plaza, Richmond, California 94804, Attention: City Manager.

All notices or communications hereunder by any party shall be given and served upon each other party.

10. Parties in Interest; Force and Effect. This Purchase Agreement is made solely for the benefit of the City and the Underwriters (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the City or the Underwriters pursuant to this Purchase Agreement, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Underwriters; (ii) delivery of and payment for the 2022 Bonds pursuant to this Purchase Agreement; or (iii) termination of this Purchase Agreement but only to the extent provided by the last paragraph of Section 7 hereof, regarding preconditions of Closing.

11. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

12. Governing Law. This Purchase Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

13. Entire Agreement. This Purchase Agreement when accepted by you in writing as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the City and the Underwriters (including the successors or assigns thereof). No other person shall acquire or have any right hereunder or by virtue hereof.

14. Headings. The headings of the sections of this Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof.

15. Unenforceable Provisions. If any provision of this Purchase Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperable or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Purchase Agreement invalid, inoperative or unenforceable to any extent whatsoever.

16. Other Matters. Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriters are not acting as fiduciaries of the City, but rather are acting solely in their individual capacities for the Underwriters’ own account. The City acknowledges and agrees that (i) the primary role of the Underwriters as underwriters is to purchase securities for resale to investors in an arm’s length transaction between the City and the

16 131095664.4
Underwriters; (ii) the Underwriters have financial and other interests that differ from those of the City; (iii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the City; (iv) the Underwriters have not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto irrespective of whether the Underwriters have provided or are currently providing other services to the City on other matters; (v) the only obligations the Underwriters have to the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (vi) the Underwriters provided to the City prior disclosures regarding (1) their role as underwriters, (2) their compensation, (3) any potential or actual material conflicts of interest, and (4) material financial characteristics and material financial risks associated with the transaction. The City represents that it is capable of independently evaluating the disclosures and/or the City has consulted its own financial, municipal, legal, accounting, tax and/or other advisors, as applicable, to the extent it deems appropriate. The City has a municipal advisor in this transaction that has legal fiduciary duties to the City.

The City hereby acknowledges receipt from the Underwriters of disclosures required by MSRB Rule G-17 (as set forth in MSRB Notice 2012-25 (May 7, 2012)), relating to disclosures concerning the Underwriters’ role in the transaction, disclosures concerning the Underwriters’ compensation, conflict disclosures, if any, and disclosures concerning complex municipal securities financing, if any. [Remainder of this page intentionally left blank.]

17. Effectiveness. This Purchase Agreement shall become effective upon the execution of the acceptance hereof by the undersigned for the City and shall be valid and enforceable at the time of such acceptance and acknowledgment.

LOOP CAPITAL MARKETS LLC
By:

Name:

Title:

HILLTOP SECURITIES INC.

By:

Name:

Title:

Accepted:

CITY OF RICHMOND
Time of Execution: ____:___ [p].m.
[Signature page to Bond Purchase Agreement – City of Richmond Taxable Pension Refunding Bonds, Series 2022]
By:

Name:

Title:

A-1

EXHIBIT A

MATURITY SCHEDULE
Maturity
(January 15)
Principal
Amount
Interest
Rate Yield Price
$ % %
$_________ _____% Term Bonds due January 15, 20__, Yield: _____%; Price: _____ [add redemption provisions]

AGENDA DRAFT

ESCROW DEPOSIT AND TRUST AGREEMENT
Dated as of September 1, 2022
By and Between

CITY OF RICHMOND
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Escrow Agent and Trustee
Relating to
City of Richmond
Taxable Limited Obligation Pension Bonds,
1999 Series A

-iTABLE OF CONTENTS
SECTION 1. Creation of Escrow Fund ..................................................................................1 SECTION 2. Deposit to the Escrow Fund..............................................................................1 SECTION 3. Investment of Escrow Fund ..............................................................................2 SECTION 4. Creation of Lien on Escrow Fund......................................................................2 SECTION 5. Use of Escrow Fund .........................................................................................2 SECTION 6. Notice of Refunding; Notice of Defeasance ......................................................2 SECTION 7. Reinvestment; Substitution; Liquidation............................................................2 SECTION 8. Liability of Escrow Agent ..................................................................................3 SECTION 9. Sufficiency of Escrow .......................................................................................4 SECTION 10. Successor Escrow Agent................................................................................4 SECTION 11. Termination ....................................................................................................4 SECTION 12. Severability.....................................................................................................4 SECTION 13. Successors and Assigns ................................................................................4 SECTION 14. Compensation of Escrow Agent......................................................................4 SECTION 15. Governing Law ...............................................................................................5 SECTION 16. Heading..........................................................................................................5 SECTION 17. Counterparts...................................................................................................5 SECTION 18. Application of Certain Terms of the 1999 Trust Agreement.............................5 SCHEDULE A - Defeased 1999 Bonds
SCHEDULE B - Escrowed Securities
SCHEDULE C - Payment Schedule
SCHEDULE D - Form Notice of Defeasance Redemption

ESCROW DEPOSIT AND TRUST AGREEMENT
THIS ESCROW DEPOSIT AND TRUST AGREEMENT, dated as of September 1, 2022 (this “Escrow Agreement”), by and between the CITY OF RICHMOND, a charter city and municipal corporation, duly organized and existing under and by virtue of the laws of the State of California (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as escrow agent (in such capacity, the “Escrow Agent”) and as trustee of the hereinafter defined 1999 Bonds (in such capacity, the “1999 Trustee”).

B A C K G R O U N D :

WHEREAS, the City previously issued the City of Richmond Taxable Limited Obligation Pension Bonds, 1999 Series A (the “1999 Bonds”) pursuant to a Trust Agreement dated as of November 1, 1999 (the “1999 Trust agreement”), between the City and the 1999 Trustee, as successor trustee to U.S. Bank Trust National Association; and WHEREAS, the 1999 Bonds are outstanding in the principal amount of $2,105,000 and are more fully described on Schedule A hereto and made a part hereof (such outstanding bonds are hereinafter referred to as the “Defeased 1999 Bonds”); and WHEREAS, the Defeased 1999 Bonds are not subject to optional redemption prior to maturity; and
WHEREAS, the City has determined to deposit moneys and investments, the principal of and interest on which when paid will provide an amount sufficient for the payment of principal of and interest on the Defeased 1999 Bonds when due in accordance with Section 9.01 of the 1999 Trust Agreement; and
WHEREAS, the City has taken action to cause to be issued or delivered to the Escrow Agent for deposit in or credit to the escrow fund established and maintained by it hereunder moneys to be held and invested as described herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1. Creation of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund designated the “Escrow Fund” (the “Escrow Fund”). The Escrow Fund shall be held in the name of the Escrow Agent and in the custody of the Escrow Agent in accordance with the 1999 Trust Agreement under this Escrow Agreement for the benefit of the respective owners of the Defeased 1999 Bonds. Except to the extent of any excess that is to be released as provided in Section 11 hereof, none of the City, the Escrow Agent, or the 1999 Trustee shall have any interest in the funds or investments held in the Escrow Fund. The moneys and securities held in the Escrow Fund are irrevocably set aside for the payment of the Defeased 1999 Bonds as provided in Section 5 hereof.

SECTION 2. Deposit to the Escrow Fund. On or before September [14], 2022 (the “Closing Date”), the City shall transfer, or caused to be transferred, to the Escrow Agent for deposit into the Escrow Fund (i) the amount of $_______ from funds on hand of the City in the [NAME OF CITY FUND TO COME], and (ii) the amount of $[873,845.82] from funds transferred by U.S. Bank Trust Company, National Association, as trustee (the “2022 Trustee”) under an

2 Indenture, dated as of November 1, 2005, as amended by a Frist Supplemental Indenture, dated as of [September 1], 2022, by and between the City and the 2022 Trustee. After the foregoing deposits into the Escrow Fund, the amount of $[2,384,235.00] shall remain on deposit in the Escrow Fund.

SECTION 3. Investment of Escrow Fund. On the Closing Date, the Escrow Agent shall use $____ of the amounts deposited in the Escrow Fund to purchase certain securities and investments described on Schedule B attached hereto and made a part hereof maturing on the dates and in the amounts necessary to make the transfer described in Section 5, and hold the remaining $___ deposited therein in cash, uninvested. The securities and investments described on Schedule B are Permitted Investments (as defined in the 1999 Trust Agreement) of the type described in clause (1) of the definition of Permitted Investments in the 1999 Trust Agreement and are hereinafter referred to as the “Escrowed Securities.” The Escrow Agent will purchase the Escrowed Securities in the name of the Escrow Agent as provided above and will hold such Escrowed Securities, and any earnings received thereon and any reinvestment thereof in the Escrow Fund. The Escrow Agent shall collect amounts due and shall sell or otherwise liquidate investments in the Escrow Fund as needed to make the payments and transfers required by this Escrow Agreement and may sell, liquidate or otherwise dispose of the Escrowed Securities in accordance with Section 7, may substitute, upon the written direction of the City, Permitted Investments (as defined in the 1999 Trust Agreement) of the type described in clause (1) of the definition of Permitted Investments in the 1999 Trust Agreement subject to the terms and limitations of Section 7, but otherwise shall have no power or duty to sell, transfer or otherwise dispose of the Escrowed Securities.

SECTION 4. Creation of Lien on Escrow Fund. The Escrow Fund shall be irrevocable, and the Escrow Agent is hereby appointed to act for the benefit of the owners of the Defeased 1999 Bonds. The owners of Defeased 1999 Bonds are hereby granted an express lien on the Escrow Fund and all moneys and any investments from time to time held therein for the payment of amounts described in Section 5 below. The Escrow Agent shall hold such moneys and investments in the Escrow Fund separate and apart from, and not commingled with, any other moneys or investments.

SECTION 5. Use of Escrow Fund. Not later than 9:00 a.m. California time on the Payment Dates identified on Schedule C attached hereto and made a part hereof, the Escrow Agent is hereby instructed to withdraw from the Escrow Fund and to transfer to the 1999 Trustee the amounts required to pay the principal of and interest on the Defeased 1999 Bonds in accordance with Schedule C.

SECTION 6. Notice of Defeasance. The 1999 Trustee is hereby instructed to mail and file a notice of defeasance for the Defeased 1999 Bonds with the Municipal Securities Rulemaking Board’s EMMA System, in substantially the form set forth on Schedule D hereto and made a part hereof, to the recipients set forth in, and otherwise pursuant to the requirements of, the 1999 Trust Agreement within two Business Days of the Closing Date. The sole remedy for failure to post such notice on the EMMA system as described in this Section 6 shall be an action by the holders of the Defeased 1999 Bonds in mandamus for specific performance or similar remedy to compel performance.

SECTION 7. Reinvestment; Substitution; Liquidation. Interest income and other amounts received by the Escrow Agent as payments on the Escrowed Securities shall be held as part of the Escrow Fund to be used for the purposes set forth in Section 5 of this Escrow

3 Agreement and shall be invested by the Escrow Agent in Permitted Investments (as defined in the 1999 Trust Agreement) of the type described in clause (1) of the definition of Permitted Investments in the 1999 Trust Agreement but only at the written direction of the City, provided that investments in the Escrow Fund shall have maturities which do not extend beyond the date on which the moneys so invested will be needed to make the transfers required by Section 5 of this Escrow Agreement.

If the City, at any time, delivers to the Escrow Agent written instructions instructing the Escrow Agent to liquidate, sell or otherwise dispose of any or all securities or investments in the Escrow Fund, purchase or otherwise acquire securities or investments, and/or to release any moneys or securities therein to the City, and further delivers to the Escrow Agent, each of the following:
(a) a report of an Independent Certified Public Accountant (as defined in the 1999 Trust Agreement) verifying that the securities or investments described on such Schedule B will provide moneys, available in both time and amount, to enable timely payment of all amounts required in accordance with Section 5; and (b) an opinion of nationally recognized bond counsel to the effect that the liquidation, sale or other disposition of securities or investments in the Escrow Fund, the purchase or other acquisition of securities or investments and the deposit thereof in the Escrow Fund, or the release of amounts from the Escrow Fund as described in this Section 7 will not result in the loss of the exemption of interest on the Defeased 1999 Bonds from State of California personal income taxes;
then the Escrow Agent shall liquidate, sell or otherwise dispose of the securities in the Escrow Fund, shall purchase (or retain) the securities or investments described in such revised Schedule B and transfer to the City, free and clear of the lien of this Escrow Agreement, any and all amounts in the Escrow Fund not required for the purchase of the investments described on such Schedule B, all in accordance with such instructions from the City referred to above. The Escrow Agent has no duty to confirm the compliance of such direction with the foregoing conditions.

SECTION 8. Liability of Escrow Agent.
(a) The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Escrow Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on the Escrow Fund or moneys on deposit in the Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise.
(b) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of any moneys deposited into the Escrow Fund or Escrowed Securities purchased at the direction of the City to pay the principal and premium, if any, of, and interest on, the Defeased 1999 Bonds.
(c) In the event of the Escrow Agent's failure to account for any of the Escrow Fund or moneys received by it, said Escrow Fund or moneys shall, nevertheless, be and remain in trust for the holders of the Defeased 1999 Bonds, as herein provided.

4 (d) The Escrow Agent undertakes to perform such duties and only such duties as are specifically set forth in this Escrow Agreement, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. Neither the Escrow Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Escrow Agreement or in connection herewith except to the extent caused by the Escrow Agent’s negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 9. Sufficiency of Escrow; Transfer of Remaining Funds. (a) The City agrees that if for any reason the investments and moneys and other funds in the Escrow Fund are insufficient or otherwise unavailable to pay timely principal of, and interest on, the Defeased 1999 Bonds, the City shall continue to be liable therefor. (b) After payment of all amounts required to be paid under Section 5 above and payment of any amounts then owed to the Escrow Agent and the 1999 Trustee, the Escrow Agent shall transfer any amounts in the Escrow Fund to the City for use by the City for any legal purpose.

SECTION 10. Successor Escrow Agent. Any corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent shall be a party, or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall, if satisfactory to the City, be the successor Escrow Agent under this Escrow Agreement without the execution or filing of any paper or any other act on the part of the parties hereto, anything herein to the contrary notwithstanding.

SECTION 11. Termination. This Escrow Agreement shall terminate when (i) all transfers and payments required to be made by the Escrow Agent under the provisions of Section 5 hereof shall have been made, (ii) any moneys remaining in the Escrow Fund at the time of such termination shall have been transferred to the City pursuant to Section 9(b) above, and (iii) the Escrow Agent has provided a final statement with respect to the Escrow Fund to the City.

SECTION 12. Severability. If any one or more of the covenants and agreements provided in this Escrow Agreement on the part of the City or the Escrow Agent should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.

SECTION 13. Successors and Assigns. All of the covenants and agreements in this Escrow Agreement contained by or on behalf of the City and the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.

SECTION 14. Compensation of Escrow Agent. For acting under this Escrow Agreement, the Escrow Agent shall be entitled to payment of fees for its services and reimbursement of advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Escrow Agent in connection with its services under this Escrow Agreement; however, such amount shall never be payable from or become a lien upon the Escrow Fund,

5 which fund shall be held solely for the purposes and subject to the lien set forth in Section 4 of this Escrow Agreement.

SECTION 15. Governing Law. This Escrow Agreement shall be governed by the applicable laws of the State of California.

SECTION 16. Heading. Any headings preceding the text of the several Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect.

SECTION 17. Counterparts. This Escrow Agreement may be signed in several counterparts, each of which will constitute an original, but all of which shall constitute one and the same instrument.

SECTION 18. Application of Certain Terms of the 1999 Trust Agreement. In acting as Escrow Agent hereunder, the Escrow Agent shall be entitled to the provisions of the 1999 Trust Agreement relating to the indemnifications, limitations from liability and protections afforded the 1999 Trustee, and the provisions for resignation of the 1999 Trustee shall be followed in connection with the resignation of the Escrow Agent hereunder. The foregoing provisions are incorporated in this Escrow Agreement as if set forth herein. [Signature Page Follows on Next Page]

S-1
[Escrow Deposit and Trust Agreement (1999 Bonds)]
IN WITNESS WHEREOF, the City of Richmond and U.S. Bank Trust Company, National Association, as Escrow Agent and 1999 Trustee, have caused this Escrow Agreement to be acknowledged, by their duly authorized officers as of the date first above written.

CITY OF RICHMOND
By
Shasa Curl
City Manager
U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Escrow Agent and 1999 Trustee
By:

Authorized Officer

A-1

SCHEDULE A
DEFEASED 1999 BONDS
Maturity Date
(August 1)
Outstanding
Principal
Amount
Interest
Rate
CUSIP
Number
(Base 764411)
2029* $2,105,000 7.62% BH6
* Term Bond

B-1

SCHEDULE B

ESCROWED SECURITIES

C-1

SCHEDULE C

PAYMENT SCHEDULE
Payment
Date Interest Principal
Total
Payment
2/1/23 $80,200.50 $ -- $80,200.50
8/1/23 80,200.50 540,000 620,200.50
2/1/24 59,626.50 -- 59,626.50
8/1/24 59,626.50 455,000 514,626.50
2/1/25 42,291.00 -- 42,291.00
8/1/25 42,291.00 375,000 417,291.00
2/1/26 28,003.50 -- 28,003.50
8/1/26 28,003.50 295,000 323,003.50
2/1/27 16,764.00 -- 16,764.00
8/1/27 16,764.00 220,000 236,764.00
2/1/28 8,382.00 -- 8,382.00
8/1/28 8,382.00 145,000 153,382.00
2/1/29 2,857.50 -- 2,857.50
8/1/29 2,857.50 75,000 77,857.50
Total $476,250.00 $2,105,000 $2,581,250.00

D-1

SCHEDULE D

NOTICE OF DEFEASANCE
City of Richmond
Taxable Limited Obligation Pension Bonds,
1999 Series A
Date of Issuance: November 18, 1999
NOTICE IS HEREBY GIVEN, to the owners of the above-captioned bonds (the “Bonds”) that there has been deposited with U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and as trustee of the Bonds (the “Trustee”), under an Escrow Deposit and Account Agreement dated as of [September 1], 2022, between the City of Richmond (the “City”) and U.S. Bank Trust Company, National Association, as Escrow Agent and Trustee, funds and investments, the principal of and interest on which when paid will provide an amount sufficient for the payment of principal of and interest on the Bonds listed below (the “Defeased Bonds”) when due.

Maturity Date
(August 1)
Defeased
Principal
Amount
Interest
Rate
CUSIP
Number
(Base 764411)
2029 $2,105,000 7.62% BH6
In accordance with the Trust Agreement dated as of November 1, 1999 (the “1999 Trust Agreement”), between the City and the Trustee, as successor trustee to U.S. Bank Trust National Association, relating to the Bonds, as a result of the deposit of the funds and investments with the Escrow Agent described above, (i) all agreements, covenants and other obligations of the City to the Holders (as defined in the 1999 Trust Agreement) of the Defeased Bonds have ceased, terminated and become void and have been discharged and satisfied, and (ii) all obligation of the City under the Continuing Disclosure Certificate relating to the Bonds, executed by the City, have ceased and terminated.

No representation is made as to the correctness of the CUSIP numbers either as printed on the Defeased Bonds or as contained in this notice and an error in CUSIP number as printed on such Defeased Bonds or as contained in this notice shall not affect the validity of the proceedings described herein.

Dated: ___________, 2022 U.S. Bank Trust Company, National Association,
as Trustee

D-2

ESCROW DEPOSIT AND TRUST AGREEMENT
Dated as of September 1, 2022
By and Between

CITY OF RICHMOND
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Escrow Agent and Trustee
Relating to
City of Richmond
Taxable Pension Funding Bonds, Series 2005B-1, and
City of Richmond
Taxable Pension Funding Bonds, Series 2005B-2

-iTABLE OF CONTENTS
SECTION 1. Creation of Escrow Fund ..................................................................................1 SECTION 2. Deposit to the Escrow Fund..............................................................................1 SECTION 3. Investment of Escrow Fund ..............................................................................2 SECTION 4. Creation of Lien on Escrow Fund......................................................................2 SECTION 5. Use of Escrow Fund .........................................................................................2 SECTION 6. Notice of Refunding; Notice of Defeasance ......................................................2 SECTION 7. Reinvestment; Substitution; Liquidation............................................................2 SECTION 8. Liability of Escrow Agent ..................................................................................3 SECTION 9. Sufficiency of Escrow .......................................................................................4 SECTION 10. Successor Escrow Agent................................................................................4 SECTION 11. Termination ....................................................................................................4 SECTION 12. Severability.....................................................................................................4 SECTION 13. Successors and Assigns ................................................................................4 SECTION 14. Compensation of Escrow Agent......................................................................4 SECTION 15. Governing Law ...............................................................................................5 SECTION 16. Heading..........................................................................................................5 SECTION 17. Counterparts...................................................................................................5 SECTION 18. Application of Certain Terms of the Indenture.................................................5 SCHEDULE A-1 - Defeased 2005B-1 Bonds
SCHEDULE A-2 - Defeased 2005B-2 Bonds
SCHEDULE B-1 - Escrowed Securities for 2005B-1 Escrow Account SCHEDULE B-2 - Escrowed Securities for 2005B-2 Escrow Account SCHEDULE C-1 - Payment and Redemption Schedule for Defeased 2005B-1 Bonds SCHEDULE C-2 - Payment and Redemption Schedule for Defeased 2005B-2 Bonds SCHEDULE D-1 - Form of Notice of Optional Redemption for 2005B-1 Bonds SCHEDULE D-2 - Form of Notice of Optional Redemption for 2005B-2 Bonds SCHEDULE E-1 - Form Notice of Defeasance Redemption for 2005B-1 Bonds SCHEDULE E-2 - Form Notice of Defeasance Redemption for 2005B-2 Bonds

1 ESCROW DEPOSIT AND TRUST AGREEMENT
THIS ESCROW DEPOSIT AND TRUST AGREEMENT, dated as of September 1, 2022 (this “Escrow Agreement”), by and between the CITY OF RICHMOND, a charter city and municipal corporation, duly organized and existing under and by virtue of the laws of the State of California (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as escrow agent (in such capacity, the “Escrow Agent”) and as trustee of the hereinafter defined 2005B Bonds (in such capacity, the “Trustee”).

B A C K G R O U N D :

WHEREAS, the City previously issued the City of Richmond Taxable Pension Funding Bonds, Series 2005B-1 (the “2005B-1 Bonds”), in the initial principal amount of $47,061,960m and the City of Richmond Taxable Pension Funding Bonds, Series 2005B-2 (the “2005B-2 Bonds” and together with the 2005B-1 Bonds, the “2005B Bonds”), in the initial principal amount of $47,061,960, each pursuant to an Indenture, dated as of November 1, 2005 (the “Original Indenture”), between the City and the Trustee, as successor trustee to Union Bank of California, N.A.; and
WHEREAS, the 2005B-1 Bonds are outstanding in the principal amount of $6,306,000 and are more fully described on Schedule A-1 hereto and made a part hereof (such outstanding bonds are hereinafter referred to as the “Defeased 2005B-1 Bonds”); and WHEREAS, the Defeased 2005B-1 Bonds are subject to optional redemption on any Interest Payment Date (as defined in the hereinafter defined Indenture), with the next such Interest Payment Date being November 1, 2022 (the “2005B-1 Redemption Date”); and WHEREAS, the 2005B-2 Bonds were issued as Convertible Auction Rate Securities with a full accretion date of August 1, 2023, at which time the full accreted principal amount thereof will be $127,968,000, and are more fully described on Schedule A-2 hereto and made a part hereof (such outstanding bonds are hereinafter referred to as the “Defeased 2005B-2 Bonds” and together with the Defeased 2005B-1 Bonds, the “Defeased 2005B Bonds”); and WHEREAS, the Defeased 2005B-2 Bonds are subject to optional on August 1, 2023 (the “2005B-2 Redemption Date”) and any Interest Payment Date thereafter; and WHEREAS, the City has determined to issue its Taxable Pension Refunding Bonds, Series 2022, in the aggregate original principal amount of $______ (the “2022 Bonds”), for the purpose, among others, of providing moneys to defease the Defeased 2005B Bonds, redeem the Defeased 2005B-1 Bonds on the 2005B-1 Redemption Date, and the redeem the Defeased 2005B-2 Bonds on the 2005B-2 Redemption, all as provided herein; and WHEREAS, the 2022 Bonds are being issued pursuant to the Original Indenture as supplemented and amended by the First Supplemental Indenture dated as of [September 1], 2022, by and between the City and the Trustee (as so supplemented and amended, the “Indenture”); and

2 WHEREAS, the City has taken action to cause to be issued or delivered to the Escrow Agent for deposit in or credit to the escrow fund established and maintained by it hereunder moneys to be held and invested as described herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1. Creation of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund designated the “Escrow Fund” (the “Escrow Fund”), and two accounts therein designated the “2005B-1 Escrow Account” (the “2005B-1 Escrow Account”) and the “2005B-2 Escrow Account” (the “2005B-2 Escrow Account” and together with the 2005B-1 Escrow Account, the “Escrow Accounts”). The Escrow Fund and the Escrow Accounts shall be held in the name of the Escrow Agent and in the custody of the Escrow Agent in accordance with the Indenture under this Escrow Agreement for the benefit of the respective owners of the Defeased 2005B Bonds. Except to the extent of any excess that is to be released as provided in Section 11 hereof, none of the City, the Escrow Agent, or the Trustee shall have any interest in the funds or investments held in the Escrow Fund or the Escrow Accounts. The moneys and securities held in the 2005B-1 Escrow Account and the 2005B-2 Escrow Account are irrevocably set aside for the payment of the Defeased 2005B-1 Bonds and the Defeased 2005B-2 Bonds, respectively, as provided in Section 5 hereof.

SECTION 2. Deposits to the Escrow Accounts.
(a) On or before September [14], 2022 (the “Closing Date”), the City shall transfer, or caused to be transferred, to the Escrow Agent for deposit into the 2005B-1 Escrow Account the amount of $_______ in immediately available funds to be derived from a portion of the proceeds of the sale of the 2022 Bonds. In addition, the City hereby directs the Trustee to transfer the amount of $_____ derived from funds held in the Bond Fund established and held by the Trustee under the Indenture and to deposit said amount into the 2005B-1 Escrow Account. After the foregoing deposits into the 2005B-1 Escrow Account, the amount of $______ shall remain on deposit in the 2005B-1 Escrow Account.
(b) On or the Closing Date, the City shall transfer, or caused to be transferred, to the Escrow Agent for deposit into the 2005B-2 Escrow Account the amount of $_______ in immediately available funds to be derived from a portion of the proceeds of the sale of the 2022 Bonds. In addition, the City hereby directs the Trustee to transfer the amount of $_____ derived from funds held in the Bond Fund established and held by the Trustee under the Indenture and to deposit said amount into the 2005B-2 Escrow Account. After the foregoing deposits into the 2005B-1 Escrow Account, the amount of $______ shall remain on deposit in the 2005B-2 Escrow Account.

SECTION 3. Investment of Escrow Accounts.
(a) On the Closing Date, the Escrow Agent shall use $____ of the amounts deposited in the 2005B-1 Escrow Account to purchase certain securities and investments described on Schedule B-1 attached hereto and made a part hereof maturing on the dates and in the amounts necessary to make the transfer described in Section 5(a), and hold the remaining $________ deposited therein in cash, uninvested. The securities and investments described on Schedule B1 are Federal Securities which are not subject to redemption prior to maturity and are hereinafter referred to as the “Escrowed Securities.”

3 (b) On the Closing Date, the Escrow Agent shall use $____ of the amounts deposited in the 2005B-2 Escrow Account to purchase certain securities and investments described on Schedule B-2 attached hereto and made a part hereof maturing on the dates and in the amounts necessary to make the transfer described in Section 5(b), and hold the remaining $___ deposited therein in cash, uninvested. The securities and investments described on Schedule B-2 are Federal Securities which are not subject to redemption prior to maturity and are also hereinafter referred to as the “Escrowed Securities.”
(c) The Escrow Agent will purchase the Escrowed Securities in the name of the Escrow Agent as provided above and will hold such Escrowed Securities, and any earnings received thereon and any reinvestment thereof in the respective Escrow Accounts. The Escrow Agent shall collect amounts due and shall sell or otherwise liquidate investments in the respective Escrow Accounts as needed to make the payments and transfers required by this Escrow Agreement and may sell, liquidate or otherwise dispose of the Escrowed Securities in accordance with Section 7, may substitute, upon the written direction of the City, Federal Securities which are not subject to redemption prior to maturity subject to the terms and limitations of Section 7, but otherwise shall have no power or duty to sell, transfer or otherwise dispose of the Escrowed Securities.

SECTION 4. Creation of Lien on Escrow Accounts. The Escrow Fund and the Escrow Accounts shall be irrevocable, and the Escrow Agent is hereby appointed to act for the benefit of the owners of the Defeased 2005B Bonds. The owners of Defeased 2005B-1 Bonds are hereby granted an express lien on the 2005B-1 Escrow Account and all moneys and any investments from time to time held therein for the payment of amounts described in Section 5(a) below. The owners of Defeased 2005B-2 Bonds are hereby granted an express lien on the 2005B-2 Escrow Account and all moneys and any investments from time to time held therein for the payment of amounts described in Section 5(b) below. The Escrow Agent shall hold such moneys and investments in the respective Escrow Accounts separate and apart from, and not commingled with, any other moneys or investments.

SECTION 5. Use of Escrow Accounts.
(a) Not later than 9:00 a.m. California time on the Payment Dates identified on Schedule C-1 attached hereto and made a part hereof, the Escrow Agent is hereby instructed to withdraw from the 2005B-1 Escrow Account and to transfer to the Trustee the amounts required to pay the principal of, interest on, and redemption price of the Defeased 2005B-1 Bonds in accordance with Schedule C-1. Interest payments on the Defeased 2005B-1 Bonds set forth on Schedule C-1 are based on an assumed 17% per annum rate for the period commencing on August 1, 2022 up to and including the 2005B-1 Redemption Date. (b) Not later than 9:00 a.m. California time on the Payment Dates identified on Schedule C-2 attached hereto and made a part hereof, the Escrow Agent is hereby instructed to withdraw from the 2005B-2 Escrow Account and to transfer to the Trustee the amounts required to pay the principal of, interest on, and redemption price of the Defeased 2005B-2 Bonds in accordance with Schedule C-2. Accrued interest on the Defeased 2005B-2 Bonds set forth on Schedule C-2 is based on their existing accretion rate of 6.465% per annum pursuant to the Original Indenture.

4 SECTION 6. Notices of Optional Redemption and Defeasance. (a) The Trustee is hereby instructed to mail and file, on [October 3], 2022, a notice of optional redemption for the Defeased 2005B-1 Bonds with the Municipal Securities Rulemaking Board’s EMMA System, in substantially the form set forth on Schedule D-1 hereto and made a part hereof to the recipients set forth in, and otherwise pursuant to the requirements of, the Indenture.
(b) The Trustee is hereby instructed to mail and file, on July 3, 2023, a notice of optional redemption for the Defeased 2005B-2 Bonds with the Municipal Securities Rulemaking Board’s EMMA System, in substantially the form set forth on Schedule D-2 hereto and made a part hereof to the recipients set forth in, and otherwise pursuant to the requirements of, the Indenture.
(c) The Trustee is hereby instructed to mail and file a notice of defeasance for the Defeased 2005B-1 Bonds and the Defeased 2005B-2 Bonds with the Municipal Securities Rulemaking Board’s EMMA System, in substantially the forms set forth on Schedule E-1 and Schedule E-2 hereto and made a part hereof, respectively, to the recipients set forth in, and otherwise pursuant to the requirements of, the Indenture within five days of the Closing Date. The sole remedy for failure to post such notices on the EMMA system as described in this Section 6 shall be an action by the holders of the Defeased 2005B Bonds in mandamus for specific performance or similar remedy to compel performance.

SECTION 7. Reinvestment; Substitution; Liquidation. Interest income and other amounts received by the Escrow Agent as payments on the Escrowed Securities in the respective Escrow Accounts shall be held as part of the respective Escrow Accounts to be used for the purposes set forth in Section 5 of this Escrow Agreement and shall be invested by the Escrow Agent in Federal Securities which are not subject to redemption prior to maturity but only at the written direction of the City, provided that investments in the respective Escrow Accounts shall have maturities which do not extend beyond the date on which the moneys so invested will be needed to make the transfers required by Section 5 of this Escrow Agreement.

If the City, at any time, delivers to the Escrow Agent written instructions instructing the Escrow Agent to liquidate, sell or otherwise dispose of any or all securities or investments in the respective Escrow Accounts, purchase or otherwise acquire securities or investments, and/or to release any moneys or securities therein to the City, and further delivers to the Escrow Agent, each of the following:
(a) a report of an Independent Certified Public Accountant (as defined in the Indenture) verifying that the securities or investments described on such Schedule B-1 or Schedule B-2, as applicable, will provide moneys, available in both time and amount, to enable timely payment of all amounts required in accordance with Section 5(a) or Section 5(b), as applicable; and
(b) an opinion of nationally recognized bond counsel to the effect that the liquidation, sale or other disposition of securities or investments in the respective Escrow Accounts, the purchase or other acquisition of securities or investments and the deposit thereof in the respective Escrow Accounts, or the release of amounts from the respective Escrow Accounts as described in this Section 7 will not result in the loss of the exemption of interest on the Defeased 2005B-1 Bonds or Defeased 2005B-2 Bonds, as applicable, from State of California personal income taxes;

5 then the Escrow Agent shall liquidate, sell or otherwise dispose of the securities in the respective Escrow Accounts, shall purchase (or retain) the securities or investments described in such revised Schedule B-1 or Schedule B-2, as applicable, and transfer to the City, free and clear of the lien of this Escrow Agreement, any and all amounts in the respective Escrow Accounts not required for the purchase of the investments described on such Schedule B-1 or Schedule B-2, as applicable, all in accordance with such instructions from the City referred to above. The Escrow Agent has no duty to confirm the compliance of such direction with the foregoing conditions.

SECTION 8. Liability of Escrow Agent.
(a) The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Escrow Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on the Escrow Fund or the respective Escrow Accounts or moneys on deposit in the Escrow Fund or the respective Escrow Accounts for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise.
(b) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of any moneys deposited into the Escrow Fund or Escrowed Securities purchased at the direction of the City to pay the principal and premium, if any, of, and interest on, the Defeased 2005B Bonds.
(c) In the event of the Escrow Agent's failure to account for any of the Escrow Accounts therein or moneys received by it, the Escrow Accounts or moneys shall, nevertheless, be and remain in trust for the holders of the Defeased 2005B Bonds, as herein provided. (d) The Escrow Agent undertakes to perform such duties and only such duties as are specifically set forth in this Escrow Agreement, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. Neither the Escrow Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Escrow Agreement or in connection herewith except to the extent caused by the Escrow Agent’s negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 9. Sufficiency of Escrow; Transfer of Remaining Funds. (a) The City agrees that if for any reason the investments and moneys and other funds in the 2005B-1 Escrow Account or the 2005B-2 Escrow Account are insufficient or otherwise unavailable to pay timely principal of, and interest on, the Defeased 2005B-1 Bonds or 2005B-2 Bonds, respectively, the City shall continue to be liable therefor. (b) After payment of all amounts required to be paid under Section 5 above and payment of any amounts then owed to the Escrow Agent and the Trustee, the Escrow Agent shall transfer any amounts in the Escrow Fund to the Trustee for deposit in the Bond Fund for the purpose of paying principal and interest on 2022 Bonds.

6 SECTION 10. Successor Escrow Agent. Any corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent shall be a party, or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall, if satisfactory to the City, be the successor Escrow Agent under this Escrow Agreement without the execution or filing of any paper or any other act on the part of the parties hereto, anything herein to the contrary notwithstanding.

SECTION 11. Termination. This Escrow Agreement shall terminate when (i) all transfers and payments required to be made by the Escrow Agent under the provisions of Section 5(a) and Section (b) hereof shall have been made, (ii) any moneys remaining in the Escrow Fund and the Escrow Accounts at the time of such termination shall have been transferred to the City pursuant to Section 9(b) above, and (iii) the Escrow Agent has provided a final statement with respect to the Escrow Fund and the Escrow Accounts to the City.

SECTION 12. Severability. If any one or more of the covenants and agreements provided in this Escrow Agreement on the part of the City or the Escrow Agent should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.

SECTION 13. Successors and Assigns. All of the covenants and agreements in this Escrow Agreement contained by or on behalf of the City and the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.

SECTION 14. Compensation of Escrow Agent. For acting under this Escrow Agreement, the Escrow Agent shall be entitled to payment of fees for its services and reimbursement of advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Escrow Agent in connection with its services under this Escrow Agreement; however, such amount shall never be payable from or become a lien upon the Escrow Fund, which fund shall be held solely for the purposes and subject to the lien set forth in Section 4 of this Escrow Agreement.

SECTION 15. Governing Law. This Escrow Agreement shall be governed by the applicable laws of the State of California.

SECTION 16. Heading. Any headings preceding the text of the several Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect.

SECTION 17. Counterparts. This Escrow Agreement may be signed in several counterparts, each of which will constitute an original, but all of which shall constitute one and the same instrument.

SECTION 18. Application of Certain Terms of the Indenture. In acting as Escrow Agent hereunder, the Escrow Agent shall be entitled to the provisions of the Indenture relating to the indemnifications, limitations from liability and protections afforded the Trustee, and the provisions for resignation of the Trustee shall be followed in connection with the resignation of the Escrow Agent hereunder. The foregoing provisions are incorporated in this Escrow Agreement as if set forth herein.

S-1
[Escrow Deposit and Trust Agreement (2005B Bonds)]
IN WITNESS WHEREOF, the City of Richmond and U.S. Bank Trust Company, National Association, as Escrow Agent and Trustee, have caused this Escrow Agreement to be acknowledged, by their duly authorized officers as of the date first above written.

CITY OF RICHMOND
By
Shasa Curl
City Manager
U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Escrow Agent and Trustee
By:

Authorized Officer

A-1-1
SCHEDULE A-1
DEFEASED 2005B-1 BONDS
Maturity Date
(August 1)
Outstanding
Principal
Amount
Interest
Rate
CUSIP
Number
2023* $6,306,000 Index Rate 764464AB9
* Term Bond

A-2-1
SCHEDULE A-2
DEFEASED 2005B-2 BONDS
Maturity Date
(August 1)
Outstanding
Principal
Amount
Interest
Rate
CUSIP
Number
2034* $127,968,000 6.465% 764464AC7
* Term Bond

B-1-1
SCHEDULE B-1
ESCROWED SECURITIES FOR 2005B-1 ESCROW ACCOUNT
[To come at pricing]

B-2-1
SCHEDULE B-2
ESCROWED SECURITIES FOR 2005B-2 ESCROW ACCOUNT
[To come at pricing]

C-1-1
SCHEDULE C-1

PAYMENT AND REDEMPTION SCHEDULE
FOR DEFEASED 2005B-1 BONDS
Payment
Date Interest(1)
Principal
Redeemed
Total
Payment
11/1/2022 $ $6,306,000
(1) Based on an assumed 17% per annum rate for the period commencing on August 1, 2022 up to and including the 2005B-1 Redemption Date (i.e. November 1, 2022).

C-2-1
SCHEDULE C-2

PAYMENT AND REDEMPTION SCHEDULE
FOR DEFEASED 2005B-2 BONDS
Payment
Date Interest
Principal
Redeemed
Total
Payment
8/1/2023 $ N/A $127,968,000 $127,968,000

D-1-1
SCHEDULE D-1

NOTICE OF OPTIONAL REDEMPTION
City of Richmond
Taxable Pension Funding Bonds,
Series 2005B-1
Date of Issuance: November 9, 2005
NOTICE IS HEREBY GIVEN to the owners of the above-captioned bonds (the “Redeemed Bonds”) that the City of Richmond (the “City”) has exercised its option to redeem the Redeemed Bonds on [November 1], 2022 (the “Redemption Date”) pursuant to the Indenture dated as of November 1, 2015, as supplemented and amended by the First Supplemental Indenture dated as of [September 1], 2022, by and between the City and U.S. Bank Trust Company, National Association. The Redeemed Bonds shall be redeemed at a redemption price equal to the principal amount thereof, plus accrued interest to the Redemption Date, without premium (together, the “Redemption Price”). Interest will not accrue on the Redeemed Bonds after the Redemption Date.

Maturity Date
(August 1)
Redemption
Date
Amount to be
Redeemed
CUSIP
Number
2023 November 1, 2022 $6,306,000 764464AB9
Payment of the Redemption Price on the Redeemed Bonds will be paid only upon presentation and surrender thereof in the following manner:

Delivery Instructions:

U.S. Bank Trust Company, National Association
Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107
Please call Bondholder Services at (800) 934-6802 with any questions

IMPORTANT TAX NOTICE
Federal law requires the Paying Agent to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions.

No representation is made as to the correctness of the CUSIP numbers either as printed on the Redeemed Bonds or as contained in this notice and an error in CUSIP number as printed on such Redeemed Bonds or as contained in this notice shall not affect the validity of the proceedings for redemption.

Dated: [October 3], 2022 U.S. Bank Trust Company, National Association,
as Trustee

D-2-1
SCHEDULE D-2

NOTICE OF OPTIONAL REDEMPTION
City of Richmond
Taxable Pension Funding Bonds,
Series 2005B-2
Date of Issuance: November 9, 2005
NOTICE IS HEREBY GIVEN to the owners of the above-captioned bonds (the “Redeemed Bonds”) that the City of Richmond (the “City”) has exercised its option to redeem the Redeemed Bonds on August 1, 2023 (the “Redemption Date”) pursuant to the Indenture dated as of November 1, 2015, as supplemented and amended by the First Supplemental Indenture dated as of [September 1], 2022, by and between the City and U.S. Bank Trust Company, National Association. The Redeemed Bonds shall be redeemed at a redemption price equal to the principal amount thereof, plus accrued interest to the Redemption Date, without premium (together, the “Redemption Price”). Interest will not accrue on the Redeemed Bonds after the Redemption Date.

Maturity Date
(August 1)
Redemption
Date
Amount to be
Redeemed
CUSIP
Number
2034 August 1, 2023 $127,968,000 764464AC7
Payment of the Redemption Price on the Redeemed Bonds will be paid only upon presentation and surrender thereof in the following manner:

Delivery Instructions:

U.S. Bank Trust Company, National Association
Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107
Please call Bondholder Services at (800) 934-6802 with any questions

IMPORTANT TAX NOTICE
Federal law requires the Paying Agent to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions.

No representation is made as to the correctness of the CUSIP numbers either as printed on the Redeemed Bonds or as contained in this notice and an error in CUSIP number as printed on such Redeemed Bonds or as contained in this notice shall not affect the validity of the proceedings for redemption.

Dated: July 3, 2023 U.S. Bank Trust Company, National
Association,
as Trustee

E-1-1
SCHEDULE E-1

NOTICE OF DEFEASANCE
City of Richmond
Taxable Pension Funding Bonds,
Series 2005B-1
Date of Issuance: November 9, 2005
NOTICE IS HEREBY GIVEN, to the owners of the above-captioned bonds (the “Bonds”) that there has been deposited with U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and as trustee of the Bonds (the “Trustee”), under an Escrow Deposit and Account Agreement dated as of [September 1], 2022, between the City of Richmond (the “City”) and U.S. Bank Trust Company, National Association, as Escrow Agent and Trustee, funds and investments, the principal of and interest on which when paid will provide an amount sufficient for the payment of principal of and interest on the Bonds listed below (the “Defeased Bonds”) when due.

Maturity Date
(August 1)
Defeased
Principal
Amount
Interest
Rate
CUSIP
Number
2023 $6,306,000 Index Rate 764464AB9
In accordance with the Indenture dated as of November 1, 2015, as supplemented and amended by the First Supplemental Indenture dated as of [September 1], 2022 (as so supplemented and amended, the “Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as trustee, relating to the Bonds, as a result of the deposit of the funds and investments with the Escrow Agent described above, all agreements, covenants and other obligations of the City to the Holders (as defined in the Indenture) of the Defeased Bonds have ceased, terminated and become void and have been discharged and satisfied.

No representation is made as to the correctness of the CUSIP numbers either as printed on the Defeased Bonds or as contained in this notice and an error in CUSIP number as printed on such Defeased Bonds or as contained in this notice shall not affect the validity of the proceedings for redemption.

Dated: ___________, 2022 U.S. Bank Trust Company, National Association,
as Trustee
SCHEDULE E-2

NOTICE OF DEFEASANCE
City of Richmond
Taxable Pension Funding Bonds,
Series 2005B-2

F-2-2
Date of Issuance: November 9, 2005
NOTICE IS HEREBY GIVEN, to the owners of the above-captioned bonds (the “Bonds”) that there has been deposited with U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and as trustee of the Bonds (the “Trustee”), under an Escrow Deposit and Account Agreement dated as of [September 1], 2022, between the City of Richmond (the “City”) and U.S. Bank Trust Company, National Association, as Escrow Agent and Trustee, funds and investments, the principal of and interest on which when paid will provide an amount sufficient for the payment of principal of and interest on the Bonds listed below (the “Defeased Bonds”) when due.

Maturity Date
(August 1)
Defeased
Principal
Amount*
Interest
Rate
CUSIP
Number
2034 $127,968,000 6.465% 764464AC7
*Represents full accreted principal amount on August 1, 2023.

In accordance with the Indenture dated as of November 1, 2015, as supplemented and amended by the First Supplemental Indenture dated as of [September 1], 2022 as so supplemented and amended, the “Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as trustee, relating to the Bonds, as a result of the deposit of the funds and investments with the Escrow Agent described above, all agreements, covenants and other obligations of the City to the Holders (as defined in the Indenture) of the Defeased Bonds have ceased, terminated and become void and have been discharged and satisfied.

No representation is made as to the correctness of the CUSIP numbers either as printed on the Defeased Bonds or as contained in this notice and an error in CUSIP number as printed on such Defeased Bonds or as contained in this notice shall not affect the validity of the proceedings for redemption.

Dated: ___________, 2022 U.S. Bank Trust Company, National Association,
as Trustee

AGENDA DRAFT

FIRST SUPPLEMENTAL INDENTURE
by and between

CITY OF RICHMOND
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS TRUSTEE
Dated as of ______ 1, 2022
Relating to
City of Richmond
Taxable Pension Refunding Bonds,
Series 2022

i

TABLE OF CONTENTS

ARTICLE XI
SERIES 2022 BONDS
Section 11.01. Definitions .................................................................................................... 3 Section 11.02. Authorization of Series 2022 Bonds ............................................................. 4 Section 11.03. Terms of Series 2022 Bonds........................................................................ 4 Section 11.04. Form of Series 2022 Bonds.......................................................................... 6 Section 11.05. Procedure for the Issuance of Series 2022 Bonds; Application of Series 2022 Bond Proceeds......................................................................... 6 Section 11.06. Book-Entry System for the Series 2022 Bonds............................................. 6 Section 11.07. Redemption of Series 2022 Bonds............................................................... 8 Section 11.08. Notice of Redemption for Series 2022 Bonds............................................... 9 Section 11.09. Selection of Series 2022 Bonds for Redemption ........................................ 10 Section 11.11. Continuing Disclosure ................................................................................ 11 Section 11.12. Continuing Disclosure ................................................................................ 11 Section 11.13. Effect of First Supplemental Indenture ....................................................... 15 Section 11.14. Execution in Several Counterparts ............................................................. 16 Section 11.15. Effective Date............................................................................................. 16 APPENDIX M – FORM OF SERIES 2022 BOND
APPENDIX N – SCHEDULE OF SERIES 2022 BOND APPLICABLE PERCENTAGE

1 FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of ______ 1, 2022, is by and between the CITY OF RICHMOND, a charter city and municipal corporation, duly organized and existing under and by virtue of the laws of the State of California (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as successor to Union Bank of California, N.A., supplementing and amending that certain Indenture, dated as of November 1, 2005 (the “Original Indenture”), by and between the City and the Trustee. Capitalized terms used but not defined herein have the meanings given to such terms in the Original Indenture.

W I T N E S S E T H:

WHEREAS, the City is a contracting member of the California Public Employees’ Retirement System (the “System”), and as such the City is obligated to make certain payments to the System (the “PERS Obligation”);
WHEREAS, pursuant to Resolution No. 35-05, adopted by the City Council of the City (the “City Council”) on March 29, 2005 (the “2005 Authorizing Resolution”), the City Council authorized, among other things, the issuance by the City of pension funding bonds (the “Series 2005 Bonds”) for the purpose of refunding its PERS Obligation and additional pension funding bonds in the future from time to time for similar purposes (“Additional Bonds”), and interest rate swaps or swaptions (the “Swap Agreements”) in connection with any such bonds pursuant to Section 5922 of the California Government Code for the purpose of lowering the cost of borrowing;
WHEREAS, pursuant to the 2005 Authorizing Resolution, the City Council also authorized the institution of a proceeding for judicial validation of the Series 2005 Bonds, the Additional Bonds, the Indenture and the Swap Agreements therefor in the Superior Court of Contra Costa County, under and pursuant to the provisions of Sections 860 et seq. of the California Code of Civil Procedure (the “Validation Proceeding”); WHEREAS, a default judgment was entered in the Validation Proceeding on May 25, 2005, to the effect that, among other things, the Series 2005 Bonds, the Additional Bonds, the Indenture, and the Swap Agreements are valid and legal obligations of the City; WHEREAS, for the purpose of refunding a portion of the City’s PERS Obligation, the City subsequently issued the Series 2005 Bonds in three separate series as follows pursuant to the Original Indenture: (i) City of Richmond Taxable Pension Funding Bonds, Series 2005A (the “Series 2005A Bonds”); in the initial principal amount of $26,530,000, (ii) City of Richmond Taxable Pension Funding Bonds, Series 2005B-1 (the “Series 2005B-1 Bonds”), in the initial principal amount of $47,061,960; and (iii) City of Richmond Taxable Pension Funding Bonds, Series 2005B-2 (the “Series 2005B-2 Bonds”), in the initial principal amount of $47,061,960; WHEREAS, the Series 2005A Bonds matured in full on August 1, 2013, and are no longer outstanding;
WHEREAS, the Series 2005B-1 Bonds are outstanding in the principal amount of $17,899,000, have a final maturity date of August 1, 2023, and bear interest at a variable rate;

2 WHEREAS, the Series 2005B-2 Bonds were issued as Convertible Auction Rate Securities, are accreting interest (with a full accretion date of August 1, 2023, at which time the full accreted principal amount thereof will be $127,968,000), and a final maturity date of August 1, 2034;
WHEREAS, in an effort to lower the cost of borrowing of the Series 2005B-1 Bonds and the Series 2005B-2 Bonds (collectively, the “Series 2005B Bonds”) and in compliance with Section 5922 of the California Government Code, the City entered into an interest rate swap pursuant to an ISDA Master Agreement, together with the schedule and confirmations thereto (the “2016 Swap Agreement”), between the City and the Royal Bank of Canada (“RBC”), pursuant to which the variable rate of interest on the Series 2005B Bonds was exchanged for a fixed rate of interest;
WHEREAS, the portion of the 2016 Swap Agreement relating to the Series 2005B-2 Bonds is subject to mandatory termination on August 1, 2023; WHEREAS, the Original Indenture provides that the City may at any time issue Additional Bonds (in addition to the Series 2005 Bonds) on a parity with the Series 2005 Bonds for the purpose, among others, of refunding any outstanding Series 2005 Bonds, including payment of all costs incidental to or connected with such refunding, upon compliance with the procedures set forth in Article III of the Original Indenture; WHEREAS, the City is authorized under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the “Act”), to issue its bonds for the purpose of refunding certain outstanding obligations of the City, including all or a portion of the outstanding Series 2005B Bonds and paying the Termination Fee (as hereinafter defined); WHEREAS, the City has determined that it is in the best interest of the City and the public to refund all of the outstanding Series 2005B Bonds, terminate the 2016 Swap Agreement with respect to all of the Series 2005B Bonds and pay the related termination fee (the “Termination Fee”) in connection with the termination of the 2016 Swap Agreement for such bonds (the “Termination”);
WHEREAS, to that end, the City desires to issue its Taxable Pension Refunding Bonds, Series 2022 (the “Series 2022 Bonds”) to refund all of the outstanding Series 2005B Bonds, pay the Termination Fee, and pay the costs of issuing the Series 2022 Bonds; WHEREAS, the City desires to provide for the issuance of the Series 2022 Bonds and to provide the terms of the Series 2022 Bonds by amending the Original Indenture pursuant to this First Supplemental Indenture;
WHEREAS, as of the date hereof, no Insurance Policies are in effect with respect to any Bonds;
WHEREAS, the City previously issued its City of Richmond Taxable Limited Obligation Pension Bonds, 1999 Series A (the “1999 Bonds”), pursuant to a Trust Agreement dated as of November 1, 1999 (the “1999 Indenture”), between the City and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank Trust National Association;

3 WHEREAS, contemporaneous with the execution and delivery of this First Supplemental Indenture, the City has caused certain funds to be irrevocably deposited in an escrow fund held by U.S. Bank Trust Company, National Association, as escrow agent, for the purpose of paying principal and interest when due on the outstanding 1999 Bonds and, as a result, such 1999 Bonds are no longer outstanding within the meaning of the 1999 Indenture and the lien on the Pension Tax Override Revenues pledged therefor under the 1999 Indenture has been discharged;
WHEREAS, pursuant to Section 5451 of the Government Code of the State, the Series 2022 Bonds shall be secured by a pledge of, and lien and security interest in, all of the City’s rights, title and interest in the Pledged Pension Tax Override Revenues; WHEREAS, the City has authorized the execution and delivery of this First Supplemental Indenture and has determined that all acts and proceedings required by law necessary to make the Series 2022 Bonds, when executed by the City and authenticated and delivered by the Trustee hereunder, valid, binding and legal obligations of the City payable in accordance with their terms, and to constitute this First Supplemental Indenture a valid and binding agreement of the parties hereto for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this First Supplemental Indenture has been in all respects duly authorized; NOW, THEREFORE, the City and the Trustee do hereby agree that the Original Indenture is hereby amended by adding thereto an additional Article, as follows:

ARTICLE XI
SERIES 2022 BONDS
Section 11.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any certificate, opinion or other document herein or therein mentioned, have the meanings herein specified. Capitalized terms used but not defined in this Section shall have the meanings given thereto in Section 1.01 of this Indenture.
“Escrow Agreement” means the Escrow Deposit and Trust Agreement, dated as of _______ 1, 2022, between the City and the Escrow Bank.
“Escrow Bank” means U.S. Bank Trust Company, National Association, as Escrow Bank and trustee for the Series 2005B Bonds.
“First Supplemental Indenture” means this First Supplemental Indenture, dated as of ______ 1, 2022, by and between the City and U.S. Bank Trust Company, National Association, as Trustee.
“RBC” means the Royal Bank of Canada.
“Series 2022 Bonds” means the City of Richmond Taxable Pension Refunding Bonds, Series 2022 in the original aggregate principal amount of $_______.

4 “Series 2022 Bonds Actuarial Valuation” means the [Pension Override Tax Study for Fiscal years 2021/22 and 2022/23] dated ______, 2022, prepared by Bartel Associates, LLC. “Series 2022 Bonds Applicable Percentage” has the meaning given to such term in Section 11.03 of this First Supplemental Indenture.
“Series 2022 Closing Date” means the date upon which the Series 2022 Bonds are delivered to the Series 2022 Original Purchasers, being [Closing Date]. “Series 2022 Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the date hereof, of the City, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Series 2022 Original Purchasers” means, collectively, Loop Capital Markets LLC and Hilltop Securities Inc., as the original purchasers of the Series 2022 Bonds from the City. “Series 2022 Participating Underwriters” has the meaning ascribed to the term “Participating Underwriter” in the Series 2022 Continuing Disclosure Certificate. “Series 2022 Refunding Fund” means the fund by that name established and maintained by the Trustee under Section 11.05(a) hereof.
“Termination Fee” means the termination fee in the amount of $_____ payable by the City on the Series 2022 Closing Date to RBC in connection with the termination of the 2016 Swap Agreement with respect to the Series 2005B Bonds.
“2016 Swap Agreement” means, collectively, the ISDA Master Agreement, together with the schedule and confirmations thereto, between the City and RBC.

Section 11.02. Authorization of Series 2022 Bonds. The City has reviewed all proceedings heretofore taken relative to the authorization of the Series 2022 Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the Series 2022 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the City is now duly authorized, pursuant to each and every requirement of the Act, to issue the Series 2022 Bonds in the form and manner and for the purpose provided herein and that the Series 2022 Bonds shall be entitled to the benefit, protection and security of the provisions of the Indenture.

Section 11.03. Terms of Series 2022 Bonds. The Series 2022 Bonds shall be designated “City of Richmond Taxable Pension Refunding Bonds, Series 2022.” The aggregate principal amount of Series 2022 Bonds that may be issued and Outstanding under this Indenture shall not exceed _________ Dollars ($_________), except as may be otherwise provided in Section 2.11. As set forth in the Series 2022 Bonds Actuarial Valuation, the Applicable Percentage for the Series 2022 Bonds as of the Series 2022 Closing Date (the “Series 2022 Bonds Applicable Percentage”) is set forth on Appendix N hereto.

The Series 2022 Bonds shall be issued as Standard Bonds and in the aggregate principal amount of _________ Dollars ($_________). The Series 2022 Bonds shall be dated the Series 2022 Closing Date, shall be issued only in fully registered form in Authorized Denominations of $5,000 principal amount or any integral multiple thereof, and shall mature on

5 the dates and in the amounts and bear interest at the rates as set forth in the following schedule as provided herein:

Maturity Date
([January 15])
Principal
Amount
Interest
Rate
T: Denotes Series 2022 Bonds that are Term Bonds.
(d) The Interest Payment Dates with respect to the Series 2022 Bonds shall be [January 15 and July 15] of each year, commencing [July 15, 2023]. (e) The Series 2022 Bonds shall bear interest at the rates (based on a 360-day year of twelve 30-day months) set forth above, payable on the Interest Payment Dates for the Series 2022 Bonds. The Series 2022 Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (i) a Series 2022 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, or (ii) a Series 2022 Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Series 2022 Closing Date; provided, however, that if at the time of authentication of any Series 2022 Bond interest is then in default on the Outstanding Series 2022 Bonds, such Series 2022 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on the Outstanding Series 2022 Bonds. Payment of interest on the Series 2022 Bonds due on or before the maturity or prior redemption thereof shall be made to the person whose name appears in the registration books kept by the Trustee pursuant to Section 2.08 hereof as the Holder thereof as of the close of business on the Record Date for an Interest Payment Date, whether or not such day is a Business Day, such interest to be paid by check mailed on the Interest Payment Date by firstclass mail to such Holder at the address as it appears in such books; provided that upon the written request of an Holder of $1,000,000 or more in aggregate Principal Amount of Series 2022 Bonds received by the Trustee prior to the applicable Record Date, interest shall be paid by wire transfer in immediately available funds. Any such written request shall remain in effect until rescinded in writing by the Holder.
(f) The principal of and premium, if any, on the Series 2022 Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Trustee.

Payment of the principal of and premium, if any, on the Series 2022 Bonds shall be made upon the surrender thereof at maturity or on redemption prior to maturity at the Corporate Trust Office of the Trustee.

6 (g) The Series 2022 Bonds shall be subject to redemption as provided in Section

11.07. Section 11.04. Form of Series 2022 Bonds. The Series 2022 Bonds and the authentication endorsement and assignment to appear thereon shall be substantially in the form set forth in Exhibit M attached hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby. Each Series 2022 Bond shall bear the letter prefix “R-__” and be numbered consecutively upward.

Section 11.05. Procedure for the Issuance of Series 2022 Bonds; Application of Series 2022 Bond Proceeds. At any time after the sale of the Series 2022 Bonds in accordance with the Act, the City shall execute the Series 2022 Bonds for issuance under this Indenture and shall deliver them to the Trustee, and thereupon the Series 2022 Bonds shall be authenticated and delivered by the Trustee upon the Written Request of the City and upon receipt of payment therefor from the Series 2022 Original Purchasers. Upon receipt of payment for the Series 2022 Bonds from the Series 2022 Original Purchasers, the Trustee shall set aside and deposit the proceeds received from such sale in the amount $______ (representing the original principal amount thereof of $_______, less an underwriters’ discount of $______) as follows:
(a) The Trustee shall deposit $_______ from the proceeds of the Series 2022 Bonds in the Series 2022 Refunding Fund, which fund the Trustee is hereby directed to establish. On the Series 2022 Closing Date, the Trustee shall promptly transfer all amounts in the Series 2022 Refunding Fund to the Escrow Bank to be applied to the refunding of the outstanding Series 2005B Bonds as provided in the Escrow Agreement.

Once the Trustee has made such transfer, it shall close the Series 2022 Refunding Fund.
(b) The Trustee shall transfer $______ from the proceeds of the Series 2022 Bonds, to RBC, which shall constitute the Termination Fee associated with the termination of the 2016 Swap Agreement.
(c) The Trustee shall deposit $_______ in the 2022 Costs of Issuance Fund, which fund the Trustee is hereby directed to establish. All money in the 2022 Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay or reimburse the Costs of Issuance of the Series 2022 Bonds upon receipt of a Written Request of the City filed with the Trustee, each of which shall be sequentially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. On _______, 2022, or upon the earlier Written Request of the City, any remaining balance in the 2022 Costs of Issuance Fund shall be transferred to the Bond Fund and applied to the payment of interest on the Series 2022 Bonds next coming due and payable. Thereafter, the 2022 Costs of Issuance Fund shall be closed.

Section 11.06. Book-Entry System for the Series 2022 Bonds. (a) Except as otherwise provided in subsections (b) and (c) of this Section, the Series 2022 Bonds shall initially be issued in the form of a single authenticated fully registered bond for each Principal Payment Date of each Series of the Series 2022 Bonds, and shall be registered in the name of Cede & Co., as nominee for DTC, or such other nominee as DTC shall request pursuant to the Representation Letter. Payment of the interest on any Series 2022 Bond registered in the name

7 of Cede & Co. shall be made on each Interest Payment Date for such Series 2022 Bonds to the account, in the manner and at the address indicated in or pursuant to the Representation Letter. (b) The Trustee and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2022 Bonds registered in its name for the purposes of payment of the principal or redemption price of and the interest on such Series 2022 Bonds, selecting the Series 2022 Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Holders hereunder, registering the transfer of the Series 2022 Bonds, obtaining any consent or other action to be taken by Holders of the Series 2022 Bonds and for all other purposes whatsoever, and neither the Trustee nor the City shall be affected by any notice to the contrary. Neither the Trustee nor the City shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this Section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Series 2022 Bonds under or through DTC or any Participant, or any other person which is not shown on the registration records as being a Holder, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or the interest on any of the Series 2022 Bonds, (iii) any notice which is permitted or required to be given to Holders of Series 2022 Bonds hereunder, or (iv) any consent given or other action taken by DTC as Holder of Series 2022 Bonds. The Trustee shall pay the principal or redemption price of and the interest on the Series 2022 Bonds only at the times, to the accounts, at the addresses and otherwise in accordance with the Representation Letter, and all such payments shall be valid and effective to satisfy fully and discharge the City's obligations with respect to the Series 2022 Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Series 2022 Bonds will be transferable to such new nominee in accordance with subsection (f) of this Section.
(c) In the event that the City determines that it is in the best interests of the Beneficial Holders of the Series 2022 Bonds that they be able to obtain definitive Series 2022 Bonds, the Trustee shall, upon receipt of a Written Request of the City, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of definitive Series 2022 Bonds, and in such event the Series 2022 Bonds shall be transferable in accordance with subsection (f) of this Section. DTC may determine to discontinue providing its services with respect to the Series 2022 Bonds at any time by giving written notice of such discontinuance to the Trustee or the City and discharging its responsibilities with respect thereto under applicable law, and in such event the Series 2022 Bonds shall be transferable in accordance with subsection (f) of this Section. Whenever DTC requests the Trustee or the City to do so, the Trustee and the City will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another Securities Depository to maintain custody of all certificates evidencing the Series 2022 Bonds then Outstanding, and in such event the Series 2022 Bonds shall be transferable to such Securities Depository in accordance with subsection (f) of this Section, and thereafter, all references in this Indenture to DTC or its nominee shall be deemed to refer to such successor Securities Depository and its nominee, as appropriate. (d) Notwithstanding any other provision hereof to the contrary, so long as all Series 2022 Bonds Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal or redemption price of and the interest on each such Series 2022 Bond and all notices with respect to each such Series 2022 Bond shall be made and given, respectively, to DTC as provided in the Representation Letter.

8 (e) The Trustee and the City are each hereby authorized and requested to execute and deliver the Representation Letter and, in connection with any successor nominee for DTC or any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions hereunder. (f) In the event that any transfer or exchange of Series 2022 Bonds is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Series 2022 Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.08(a) and 2.09 hereof. In the event that definitive Series 2022 Bonds are issued to Holders other than Cede & Co., its successor as nominee for DTC as Holder of all the Series 2022 Bonds, another Securities Depository as holder of all the Series 2022 Bonds, or the nominee of such successor Securities Depository, the provisions of Sections 2.08(a), 2.09, and 2.10 hereof shall also apply to, among other things, the registration, exchange and transfer of the Series 2022 Bonds and the method of payment of the principal or redemption price of and the interest on the Series 2022 Bonds.

Section 11.07. Redemption of Series 2022 Bonds. (a) Make-Whole Optional Redemption. The Series 2022 Bonds are subject to optional redemption prior to their stated maturity dates at the option of the City, in whole or in part, in such order of maturity as may be designated by the City and on a pro rata pass-through distribution of principal basis within any maturity, on any date, prior to [January 15], 20__, at a redemption price (the ”Make-Whole Redemption Price”) equal to the greater of:
(i) the issue price of 100% of the principal amount of such Series 2021 Bonds to be redeemed; or
(ii) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Series 2022 Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which the Series 2022 Bonds are to be redeemed, discounted to the date on which the Series 2022 Bonds are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus __ basis points; plus, in each case, accrued interest on the Series 2022 Bonds to be redeemed to the redemption date.
“Treasury Rate” means, with respect to any redemption date for a particular Series 2022 Bond, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available on a date selected by the City that is at least 2 Business Days, but not more than 45 calendar days, prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to the maturity date of the Series 2022 Bonds to be redeemed; provided, however, that if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

The Make-Whole Redemption Price shall be determined by an independent accounting firm or financial advisor retained by the City and such accounting firm or financial advisor shall

9 perform all actions and make all calculations required to determine the Make-Whole Redemption Price. The Trustee and the City may conclusively rely on such accounting firm’s or financial advisor’s calculations in connection with, and determination of, the Make-Whole Redemption Price, and shall bear no liability for such reliance. (b) Par Call Optional Redemption. The Series 2022 Bonds maturing on and after January 15, 20__, will no longer be subject to redemption at the Make-Whole Redemption Price on and after such date, and shall be subject to optional redemption, in whole or in part (and if in part, as described in Section 11.09), on any date on or after [January 15], 20__, at the option of the City, from any source of legally available funds, at a redemption price equal to the Principal Amount of the Series 2022 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(c) Mandatory Sinking Fund Redemption. The Series 2022 Bonds maturing on [January 15], 20__ shall be subject to mandatory sinking fund redemption, in part (as described in Section 11.09), on [January 15] in each year, commencing [January 15], 20__, at a redemption price equal to the Principal Amount of such Series 2022 Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective Principal Amounts in the respective years as follows:

Sinking Fund
Redemption Date
([January 15])
Principal Amount
to be Redeemed
(Maturity)
If some but not all of the Series 2022 Bonds maturing on [January 15], 20__ are redeemed pursuant to Section 11.07(a), the Principal Amount of Series 2022 Bonds maturing on [January 15], 20__ to be subsequently redeemed pursuant to this subsection shall be reduced by the aggregate Principal Amount of the Series 2022 Bonds maturing on [January 15], 20__ so redeemed pursuant to Section 11.07(a), such reduction to be allocated among redemption dates in Authorized Denominations, as designated by the City in a Written Certificate of the City filed with the Trustee.

Section 11.08. Notice of Redemption for Series 2022 Bonds. Notwithstanding Section 10.06, the Trustee shall mail notice of redemption of the Series 2022 Bonds by first class mail, postage prepaid, not less than 20 nor more than 60 days before any redemption date, to the respective Holders of any Series 2022 Bonds designated for redemption at their addresses appearing on the registration books maintained by the Trustee pursuant to Section

2.10 and to one or more Securities Depositories and to the Municipal Securities Rulemaking Board. Each notice of redemption shall state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Series 2022 Bonds (or all Series 2022 Bonds of a single maturity) are to be redeemed, the CUSIP numbers and (in the event that not all Series 2022 Bonds within a maturity are called for redemption) Bond numbers of the Series 2022 Bonds to be redeemed and the maturity or maturities of the Series 2022 Bonds to be redeemed, and in the case of Series 2022 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on the redemption date there will become due and payable on each of said Series 2022 Bonds

10 the redemption price thereof, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Series 2022 Bonds be then surrendered to the Trustee. Neither the failure to receive any notice nor any defect therein shall affect the sufficiency of the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Series 2022 Bonds shall be given by the Trustee, at the expense of the City, for and on behalf of the City.

Redemption notices may be conditional. The City has the right to rescind any notice of the redemption of Series 2022 Bonds under Section 11.07 by written notice to the Trustee on or prior to the dated fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Series 2022 Bonds then called for redemption, and such cancellation shall not constitute an Event of Default. The City and the Trustee have no liability to the Holders of Series 2022 Bonds or any other party related to or arising from such rescission of redemption.

The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section. In the event Series 2022 Bonds that are Term Bonds are redeemed in part, the City shall deliver a revised sinking fund schedule to the Trustee.

Section 11.09. Selection of Series 2022 Bonds for Redemption. If less than all of the Series 2022 Bonds of a maturity are to be redeemed prior to maturity, including by Mandatory Sinking Account Payments as described above, then:
(a) If the Series 2022 Bonds are registered in book-entry only form and so long as DTC or a successor Securities Depository is the sole registered owner of the Series 2022 Bonds, the particular Series 2022 Bonds shall be redeemed on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the process described below. The Trustee will send notice to DTC or a successor Securities Depository to effect a pro rata reduction of principal of all applicable Series 2022 Bonds to accomplish the optional and mandatory sinking fund redemptions pursuant to Section 11.07 through a pass-through distribution of principal. In connection with each such redemption, the Trustee will include in the written notice of redemption described above the dollar amount per $1,000 original principal amount payable on account of principal and accrued interest to effect a pro rata reduction through a pass-through distribution of principal on the related redemption date, as well as the pro rata method factors applicable to such redemption. DTC or a successor Securities Depository will be responsible for distributing the principal and accrued interest among its direct participants, as applicable, based upon the Series 2022 Bonds being redeemed to the beneficial interests of the direct participant that DTC or a successor Securities Depository records list as owned by each direct participant of DTC or a successor Securities Depository as of the record date for such payment.

If less than all of the Series 2022 Bonds are called for redemption, the Trustee will direct that the accrued interest due on the portion of the Series 2022 Bonds being redeemed be calculated and paid based on the amount of principal being redeemed on such redemption date. After the date fixed for redemption no further interest will accrue on the principal amount being called for redemption.
(b) If the operational arrangements of DTC or a successor Securities Depository do not allow for allocation of such redemption on a pro rata pass-through distribution of principal basis, the portion of the Series 2022 Bonds to be redeemed on such dates will be selected in accordance with the Depository’s then existing rules and procedures and may be by lot.

11 (c) If the Series 2022 Bonds are not then in book-entry form at the time of such redemption, on each redemption date, the Trustee may select the Series 2022 Bonds for redemption pro rata within a maturity. The Trustee will select such portions of Series 2022 Bonds to be redeemed in such manner as the Trustee may deem to be fair and appropriate.

Section 11.10. Continuing Disclosure. The City shall comply with and carry out all of the provisions of the Series 2022 Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Series 2022 Continuing Disclosure Certificate shall not be considered an Event of Default; provided, however, that the Trustee may (and, at the written direction of any Series 2022 Participating Underwriter or the holders of at least 25% aggregate Principal Amount of Outstanding Series 2022 Bonds, and upon indemnification of the Trustee to its reasonable satisfaction, shall) or any Holder or Beneficial Owner of the Series 2022 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 11.11. Amendments to Original Indenture. The Original Indenture is hereby amended as follows:
(a) The following defined terms set forth in Section 1.01 of the Original Indenture are hereby amended to read in their entirety as follows:

Applicable Percentage
The term “Applicable Percentage” means, for each Series of Bonds, the percentage of the then outstanding unfunded accrued actuarial liability of the City to the System to be funded from such Series of Bonds relating to City pension benefits at the levels in existence on June 30, 1978 (the “Pre-1978 Benefits”), and, in the case of Additional Bonds issued to refund Bonds then Outstanding, the percentage of the Pre1978 Benefits allocable thereto as determined by the City. In accordance with the report of Bartel Associates, LLC, dated June 21, 2005 and entitled “CalPERS Actuarial Issues “Cost: of Benefit Improvements Subsequent to July 1, 1978,” the City has determined that the Applicable Percentage is 86.13% with respect to the Series 2005 Bonds. The Applicable Percentage for the Series 2022 Bonds shall be the Series 2022 Bonds Applicable Percentage as set forth in Section 11.03 of the First Supplemental Indenture, and the Applicable Percentage for any Additional Bonds issued in the future shall be set forth in the Supplemental Indenture for each such series of Additional Bonds. For the avoidance of doubt, the Applicable Percentage for any Series of Bonds may fluctuate from Bond Year to Bond Year.

Bond Year
The term “Bond Year” means the twelve-month period ending on January 15 of each year to which reference is made. The first Bond Year with respect to the Series 2022 Bonds shall commence on the date the Series 2022 Bonds are originally delivered and shall end on January 15, 2023.

Interest Payment Date
The term “Interest Payment Date” means each date upon which interest is due on the Bonds (excepting Capital Appreciation Bonds and Convertible Auction Rate

12 Securities, prior to the Full Accretion Date, and Convertible Capital Appreciation Bonds, prior to the Conversion Date), as initially set forth in Appendix J hereto with respect to the Series 2005 Bonds, and as set forth in the Supplemental Indenture for each series of Additional Bonds. The Series 2022 Bonds are being issued as Standard Bonds and Fixed Rate Bonds with Interest Payment Dates of [January 15 and July 15] of each year, commencing [July 15, 2023]. As of the Series 2022 Closing Date, no Capital Appreciation Bonds or Convertible Auction Rate Securities will be Outstanding hereunder.

Principal Payment Date
The term “Principal Payment Date” means the date on which principal is due on the Bonds as set forth on Appendix J attached hereto with respect to the Series 2005 Bonds, and as set forth in the Supplemental Indenture for each series of Additional Bonds.
(b) Section 1.01 of the Original Indenture is hereby amended by adding the following new defined terms to appear in alphabetical order therein:

Pledged Pension Tax Override Revenues
The term “Pledged Pension Tax Override Revenues” means, with respect to each Series of Bonds, the portion of the Pension Tax Override Revenues pledged therefor under this Indenture determined by multiplying (x) the Pension Tax Override Revenues, by (y) the Applicable Percentage for such Series of Bonds. Pledged Pension Tax Override Revenues for the Series 2022 Bonds are set forth in Appendix N.

Tax Override Pension Fund
The term “Tax Override Pension Fund” means the fund by that name held by the City.

Secured Annual Debt Service
The term “Secured Annual Debt Service” means, for each Series of Bonds, with respect to any Bond Year, the product obtained by multiplying (x) the aggregate amount required to pay principal of and interest on and the redemption price of such Series of Bonds during such Bond Year, by (y) the Applicable Percentage for such Series of Bonds for such Bond Year, in each case as set forth in the Supplemental Indenture for such Series of Bonds. The Secured Annual Debt Service for the Series 2022 Bonds is set forth in Appendix N.
(d) Section 4.01 of the Original Indenture is hereby amended to read in its entirety as follows:

SECTION 4.01. Security for the Bonds.
(a) The obligations of the City under the Bonds, including the obligation to make all payments of principal of and interest on the Bonds when due and the obligation of the City to make the deposits required hereunder for the security of the Bonds, are

13 obligations of the City imposed by law and are absolute and unconditional, without any right of set-off or counterclaim.

The City agrees to pay from any legally available source of revenues of the City, including amounts on deposit in the General Fund of the City, all amounts due and owing with respect to Bonds issued under this Indenture and all Supplemental Indentures executed pursuant to this Indenture according to the provisions for such agreements, including principal and interest thereon and the redemption price thereof.

In addition, subject to the provisions of Section 4.01(b) and (c) hereof regarding the application of Pledged Tax Override Revenues for the payment of debt service on the Bonds, for the security of the Series 2022 Bonds and any Additional Bonds issued in the future, the City hereby grants a first pledge of and lien on, and a security interest in, the Pledged Pension Tax Override Revenues; provided, however, that such pledge, lien and security interest for any Bond Year shall under no circumstances exceed the Secured Annual Debt Service applicable to the Series 2022 Bonds and each series of Additional Bonds.

In addition, the Series 2022 Bonds and any Additional Bonds shall be secured by a first pledge of and lien on, and a security interest in, all of the moneys on deposit in the Bond Fund; provided, however, that such pledge, lien and security interest shall under no circumstances exceed the Secured Annual Debt Service applicable to the Series 2022 Bonds and each series of Additional Bonds.

In consideration of the acceptance of the Bonds by those who hold the same from time to time, this Indenture constitutes a contract between the City and the Holders from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the City are for the equal and proportionate benefit, security and protection of all Holders of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

The Bonds do not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation, except the Pension Tax Override but only to the extent set forth in Section 5.10 hereof. Neither the Bonds nor the obligations of the City to make payments on the Bonds constitute an indebtedness of the City, the State of California, or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. (b) The City has established the Tax Override Pension Fund, which is held by the City. The City shall deposit all of the Pension Tax Override Revenues received with respect to any Bond Year into the Tax Override Pension Fund promptly upon receipt thereof by the City.

All Pledged Pension Tax Override Revenues received by the City during any Bond Year in excess of the Annual Secured Debt Service shall be released from the pledge, security interest and lien under this Indenture for security of the Series 2022 Bonds and any Additional Bonds and may be applied by the City for any lawful purpose of the City.

14 (c) The Trustee shall establish and maintain a special fund designated as the “Bond Fund” and within the Bond Fund an account designated as the “Retirement Tax Special Revenue Account,” which fund and account are hereby created and shall be held in trust by the Trustee.

On or before the 5th Business Day preceding each Payment Date, the City shall transfer to the Trustee for deposit in the Bond Fund (and, at the direction of the City, the Retirement Tax Special Revenue Account as described in the following sentence) an amount which, when added to the amount then on deposit in the Bond Fund (and the Retirement Tax Special Revenue Account), when added with amounts on deposit in the Interest Account and the Principal Account, equals the aggregate amount of the interest and principal coming due and payable on the Outstanding Bonds on the immediately following Payment Date. Without limiting the foregoing, the Trustee shall deposit all of the Pledged Pension Tax Override Revenues received from, and designated as such by, the City with respect to any Bond Year into the Retirement Tax Special Revenue Account promptly upon receipt thereof by the Trustee. All money in the Retirement Tax Special Revenue Account shall be transferred by the Trustee to the Interest Account and the Principal Account pursuant to Sections 4.02(a) and 4.02(b) solely for the purpose of paying interest and principal as provided therein on the Series 2022 Bonds and any Additional Bonds in an amount not to exceed the applicable Annual Secured Debt Service for the Series 2022 Bonds and any Additional Bonds.

If, at any time, there is a deficiency in Pledged Tax Override Revenues available to pay debt service with respect to any Series of Bonds in any Bond Year, available Pledged Tax Override Revenues shall be applied on a pro rata basis to the payment thereof; provided, however, that under no circumstances shall the amount available therefor with respect each Series of Bonds exceed the Applicable Percentage therefor. (d) The proviso in Section 5.02 of the Original Indenture is hereby amended to read as follows:
“:provided, that nothing in this section shall be deemed to limit the right of the City to issue bonds for the purpose of refunding any Outstanding Bonds and any bonds issued for such purpose, including Additional Bonds issued to refund any Outstanding Bonds or to satisfy any obligation of the City to make payments to the System pursuant to the Retirement Law as provided in Section 3.01(b) hereof, shall not be deemed to constitute an extension of maturity of any such Bonds, it being expressly acknowledged that any such refunding bonds, including Additional Bonds, may have a final maturity that is later in time than the bonds refunded or obligations of the City to make payments to the System satisfied thereby.”
(e) Section 5.08 of the Original Indenture is hereby amended to read in its entirety as follows:

SECTION 5.08. No Senior Pension Override Secured Debt; Issuance of Subordinated Debt. The City hereby covenants that, so long as the Series 2022 Bonds or any Additional Bonds are Outstanding, the City shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness (collectively, “Indebtedness”), which is in any case payable from all or any part of the Pledged Pension Tax Override Revenues, except (i) the Series 2022 Bonds, (ii) Additional Bonds issued or incurred pursuant to Article III hereof, (iii) Indebtedness

15 payable from, but not secured by a pledge of or lien upon Pledged Pension Tax Override Revenues, and (iv) Indebtedness secured by a pledge of or lien on any Pledged Pension Tax Override Revenues which is subordinate to the pledge and lien which secures the Series 2022 Bonds and any Additional Bonds.
(f) Article V of the Original Indenture is hereby amended by adding the following new Section 5.10:

SECTION 5.10. Pension Tax Override Levy. The City covenants that, so long as any Series 2022 Bonds or any Additional Bonds are Outstanding under this Indenture, the City shall levy the Pension Tax Override (in an amount not to exceed the maximum tax permitted by law) in each Fiscal Year, whether or not the accrued unfunded actuarial liability of the City to the System is amortized prior to the final maturity of any Series 2022 Bonds or any Additional Bonds issued pursuant to this Indenture, in amounts that the City expects will be sufficient, when aggregated with any Pension Tax Revenues available to the City and on hand, to pay principal of and interest on and redemption price, if any, of the Series 2022 Bonds and Additional Bonds in an amount not to exceed the Series 2022 Bonds Applicable Percentage and the Applicable Percentage for each such Additional Bonds as set forth in the Supplemental Indenture for such Additional Bonds, respectively.
(g) Section 8.01 of the Original Indenture is hereby amended by adding the following new paragraph immediately after the existing last paragraph thereof:

Notwithstanding anything contained herein to the contrary, under no circumstances shall the amount of Pledged Tax Override Revenues available to pay debt service on any Series of Bonds pursuant to this Section 8.01 exceed the Applicable Percentage therefor. If, at any time, there is a deficiency in Pledged Tax Override Revenues available to pay debt service with respect to any Series of Bonds, available Pledged Tax Override Revenues shall be applied on a pro rata basis to the payment thereof; provided, however, that under no circumstances shall the amount available therefor with respect each Series of Bonds exceed the Applicable Percentage therefor.
(h) Section 10.06 of the Original Indenture is hereby amended by deleting “thirty (30) days” and inserting “twenty (20) days” in place thereof. (i) The address for notices to the Trustee set forth in Section 10.09 is hereby amended to read as follows:

If to the Trustee:

U.S. Bank Trust Company, National Association
[To come]
Section 11.12. Effect of First Supplemental Indenture. This First Supplemental Indenture and all of the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as amended hereby. If there shall be any conflict between the terms of this First Supplemental Indenture and the terms of the

16 Indenture (as in effect on the day prior to the effective date of this First Supplemental Indenture), the terms of this First Supplemental Indenture shall prevail.

Section 11.13. Execution in Several Counterparts. This First Supplemental Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 11.14. Effective Date. This First Supplemental Indenture shall take effect upon the Series 2022 Closing Date.
[Signature Page Follows on Next Page]

S-1
IN WITNESS WHEREOF, the City has caused this First Supplemental Indenture to be signed in its name by its representative thereunto duly authorized, and the Trustee has caused this First Supplemental Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

CITY OF RICHMOND
By:

Shasa Curl
City Manager
ATTEST:

Pamela Christian
City Clerk
APPROVED AS TO FORM:

Anita Luck
City Attorney
U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Trustee
By:

Authorized Officer

M-1

APPENDIX M
FORM OF SERIES 2022 BOND

CITY OF RICHMOND

TAXABLE PENSION REFUNDING BONDS,
SERIES 2022
No. R- ***$***
Interest Rate Maturity Date Dated Date CUSIP
January 15, 20__ [Closing Date]
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: ____________________ DOLLARS
The City of Richmond, a charter city and municipal corporation, duly organized and existing under and by virtue of the laws of the State of California (the “City”), for value received, hereby promises to pay to the registered owner identified above or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter provided for) the principal amount specified above, together with interest on such principal amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated as of an Interest Payment Date or during the period from the first day of the month of an Interest Payment Date to such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated prior to the first Interest Payment Date, in which event it shall bear interest from the dated date specified above) until the principal hereof shall have been paid at the interest rate per annum specified above, payable on [July 15, 2023], and semiannually thereafter on each [January 15] and [July 15] (each an “Interest Payment Date”). Interest due on or before the maturity or prior redemption of this Bond shall be payable only by check mailed on the Interest Payment Date by first-class mail to the registered owner hereof; provided that upon the written request of a registered owner of $1,000,000 or more in aggregate Principal Amount of Series 2022 Bonds received by the Trustee (as hereinafter defined) prior to the applicable record date, interest shall be paid by wire transfer in immediately available funds. The principal hereof is payable in lawful money of the United States of America at the Corporate Trust Office of the Trustee.

This Bond is one of a duly authorized issue of bonds of the City designated as “City of Richmond Taxable Pension Refunding Bonds, Series 2022” (the “Series 2022 Bonds”), issued in the aggregate principal amount of __________ Dollars ($__________). The Series 2022 Bonds are being issued under and pursuant to the provisions of Articles 10 and 11 (commencing with Section 53570) of Chapter 3 of Division 2 of Title 5 of the California Government Code (the “Act”) and under and pursuant to the provisions of an Indenture, dated as of November 1, 2005, by and between the City and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of ______ 1, 2022, by and between the City and the Trustee (as amended, modified or supplemented from time to time, the “Indenture”). Copies of the Indenture are on file at the Corporate Trust Office of the Trustee. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture.

M-2
The Series 2022 Bonds are being issued as Standard Bonds and constitute Additional Bonds under the Indenture. The Series 2022 Bonds have been issued by the City to refund all of the outstanding Series 2005B Bonds, pay the Termination Fee, and pay the costs of issuing the Series 2022 Bonds. Under the Indenture, Additional Bonds may be issued on a parity with the Series 2022 Bonds, but subject to the conditions and upon compliance with the procedures set forth in the Indenture. The Series 2022 Bonds and any such Additional Bonds are collectively referred to herein as the “Bonds.”
Reference is hereby made to the Act and to the Indenture and any and all amendments thereof and supplements thereto for a description of the terms on which the Series 2022 Bonds are issued, the rights of the registered owners of the Series 2022 Bonds, security for payment of the Series 2022 Bonds, remedies upon default and limitations thereon, and amendment of the Indenture (with or without consent of the registered owners of the Bonds); and all the terms of the Indenture are hereby incorporated herein and constitute a contract between the City and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents.

The obligations of the City under the Bonds, including the obligation to make all payments of interest and principal when due, are obligations of the City imposed by law and are absolute and unconditional, without any right of set-off or counterclaim.

This Bond and the interest hereon and all Additional Bonds and the interest thereon are payable from any source of legally available funds of the City, including amounts on deposit in the General Fund of the City. In addition, this Bond and the interest hereon and all Additional Bonds and the interest thereon are payable from, and are secured by a lien and security interest in all right, title and interest of the City in and to, the Pledged Pension Tax Override Revenues and the funds and accounts provided for in the Indenture; provided, however, that such pledge, lien and security interest for any Bond Year shall under no circumstances exceed the Secured Annual Debt Service applicable to the Series 2022 Bonds and each series of Additional Bonds.

The Bonds do not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation, except with respect to the Pension Tax Override and solely to the extent provided in the Indenture. Neither the Bonds nor the obligation of the City to make payments on the Bonds constitute an indebtedness of the City, the State, or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction.

The Series 2022 Bonds are subject to redemption on the dates, at the redemption prices and pursuant to the terms set forth in the Indenture. Notice of redemption of any Series 2022 Bonds or any portions thereof shall be given as set forth in the Indenture.

This Bond may be transferred or exchanged pursuant to the terms set forth in the Indenture. The City and the Trustee may deem and treat the registered owner of this Bond as the absolute owner of this Bond for the purpose of receiving payment hereof and for all other purposes, whether this Bond shall be overdue or not, and neither the City nor the Trustee shall be affected by any notice or knowledge to the contrary.

The rights and obligations of the City and of the owners of the Bonds may be amended by a Supplemental Indenture entered into by the City and the Trustee, as provided in the Indenture.

M-3
This Bond shall not be entitled to any benefit, protection or security under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been executed and dated by the Trustee.

It is hereby certified that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Trustee for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

IN WITNESS WHEREOF, the City of Richmond has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of the City Manager of the City of Richmond and attested to by the manual or facsimile signature of its Secretary.

CITY OF RICHMOND
By:

City Manager
Attest:

City Clerk

M-4

CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture which has been authenticated on _______.

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Trustee
By:

Authorized Officer

M-5

ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto __________________________________, whose address and social security or other tax identifying number is ____________________, the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ______________________________, attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated:

Signature Guaranteed:

Note: Signature guarantee shall be made
by a guarantor institution participating in
the Securities Transfer Agents Medallion
Program or in such other guarantee
program acceptable to the Trustee.

Note: The signature(s) on this Assignment
must correspond with the name(s) as written
on the face of the within Bond in every
particular without alteration or enlargement
or any change whatsoever.

N-1

APPENDIX N
SCHEDULE OF PLEDGED PENSION TAX OVERRIDE REVENUES FOR SERIES 2022 BONDS Debt Service Attributable to
Refunding B-1s / B-2s
Debt Service Attributable to
Swap Terminations
Total Debt
Service
Secured
Annual Debt
Service*
(Payable from
PTORs)
Payable from
General Fund
Payment
Date
Interest
(A)
Principal
(B)
Total
(C) =
(A) + (B)
Interest
(D)
Principal
(E)
Total
(F) =
(D) + (E)
(G) =
(C) + (F)
(H) = (C) *
Allocable % (I) = (G) - (H)
7/15/23
1/15/24
7/15/24
1/15/25
7/15/25
1/15/26
7/15/26
1/15/27
7/15/27
1/15/28
7/15/28
1/15/29
7/15/29
1/15/30
7/15/30
1/15/31
7/15/31
1/15/32
7/15/32
1/15/33
7/15/33
1/15/34
7/15/34
1/15/35
7/15/35
1/15/36
7/15/36
1/15/37
7/15/37
1/15/38
7/15/38
Total