AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $445,000 OF NOTES IN ANTICIPATION OF THE ISSUANCE OF BONDS FOR THE PURPOSE OF PAYING PART OF THE COSTS OF REFUNDING THE OUTSTANDING PRINCIPAL AMOUNT OF THE VILLAGE’S SEWER SYSTEM MORTGAGE REVENUE REFUNDING BONDS DATED AS OF MAY 1, 1991 AND CONSTRUCTING IMPROVEMENTS TO THE MUNICIPAL SANITARY SEWER SYSTEM, AND MATTERS RELATED THERETO, AND DECLARING AN EMERGENCY.
WHEREAS, this municipality has previously issued its Sewer System Mortgage Revenue Refunding Bonds dated as of May 1, 1991 (the “Prior Bonds”), pursuant to the provisions of Article XVIII, Section 12 of the Ohio Constitution, Ordinance No. 9-91 passed April 17, 1991 and an Indenture of Mortgage dated July 1, 1984 as supplemented by a First Supplemental Indenture of Mortgage dated May 1, 1991; and WHEREAS, this municipality has hereto issued notes to refund the outstanding Prior Bonds and the Director of Finance has heretofore certified that the maximum maturity of bonds issued for such purpose is July 1, 2014, and the maximum maturity of notes issued in anticipation of such bonds is eleven (11) years; WHEREAS, this council has heretofore determined the necessity of constructing improvements to the sanitary sewer system of this municipality; and WHEREAS, the Director of Finance, the fiscal officer of this municipality, has heretofore estimated that the life of such improvements is at least five (5) years, and certified that the maximum maturity of the bonds issued therefore is forty (40) years, and of the notes to be issued in anticipation thereof is twenty (20) years; and WHEREAS, this council expects that the debt service on such bonds will be paid from the net revenues of the municipal sanitary sewer system, and on such notes from such net revenues and the proceeds of such bonds or renewal notes (collectively, the “Revenues”); and WHEREAS, notes heretofore issued in anticipation of such bonds are about to mature and should be renewed in the amount of $445,000 NOW, THEREFORE, BE IT ORDAINED by the Council of Granville, Ohio (hereinafter called the “Municipality”): SECTION 1. That it is necessary to issue bonds of the Municipality in the principal amount of $445,000 for the purpose of paying part of the cost of refunding the outstanding principal amount of the Prior Bonds and constructing improvements to the municipal sanitary sewer system. Such bonds shall be dated approximately October 1, 2004, shall bear interest at the rate of approximately nine per cent (9%) per annum and shall mature in substantially equal annual or semiannual installments over a period not exceeding twenty (20) years after their issuance. SECTION 2. That it is hereby determined that notes (hereinafter called the “Notes”) in the principal amount of $445,000 shall be issued in anticipation of the issuance of said bonds. SECTION 3. That the Notes shall (i) be dated the date of their initial issuance, (ii) bear interest at the rate of ________________________________________ per cent (_________%) per annum, payable at maturity, (iii) mature not more than one year from such date of initial issuance, and (iv) be of such number and denominations as may be requested by the purchaser. SECTION 4. That the Notes shall be in either bearer or fully registered form without coupons, as may be requested by the purchaser, shall bear the signatures of the Village Manager and Director of Finance, provided that if the Notes are in fully registered form, either or both such signatures may be facsimiles, and otherwise one of such signatures may be a facsimile, and may bear the seal of the Municipality or a facsimile thereof. The Notes in fully registered form shall bear the manual authenticating signature of an authorized representative of U.S. Bank National Association, Cincinnati, Ohio, which is hereby designated to serve as the paying agent, registrar and transfer agent (the “Paying Agent and Registrar”) for the Notes. The principal of and interest on each Note shall be payable at the principal office of the Paying Agent and the Registrar and if the Notes are in fully registered form, such payment shall be made only to the person whose name appears on the Note registration records as the registered holder thereof. The Notes shall be designated “Sanitary Sewer Improvement Bond Anticipation Notes, Eleventh (2003) Renewal”, and shall express upon their faces the purpose for which they are issued and that they are issued in pursuance of this ordinance. The Notes in fully registered form shall be transferable by the registered holder thereof in person or by his attorney duly authorized in writing at the principal office of the Paying Agent and Registrar upon presentation and surrender thereof to the Paying Agent and Registrar. No transfer of any fully registered Note shall be effective until entered upon the registration records maintained by the Paying Agent and Registrar. Upon such transfer of a fully registered Note, a new Note or Notes of authorized denominations of the same maturity and for the same aggregate principal amount shall be issued to the transferee in exchange therefor. The Municipality and the Paying Agent and Registrar may deem and treat the registered holders of Notes in fully registered form as the absolute owners thereof for all purposes, and neither the Municipality nor the Paying Agent and Registrar shall be affected by any notice to the contrary. SECTION 5. That the Notes shall be sold to Seasongood & Mayer, LLC, Cincinnati, Ohio, at not less than par and accrued interest, in accordance with their offer to purchase which is hereby accepted, and the proceeds from such sale, except any premium or accrued interest thereon, shall be used for the purpose aforesaid and for no other purpose, and for which purpose said proceeds are hereby appropriated. Any premium and accrued interest shall be transferred to the bond retirement fund to be applied to the payment of principal and interest of the Notes in the manner provided by law. The Notes may be issued and sold on a consolidated basis with other bond anticipation note issues of the Municipality pursuant to Section 133.30(B) of the Ohio Revised Code and a consolidating ordinance passed by this Council, the terms of which are incorporated herein by reference. SECTION 6. That the Notes shall be the full general obligations of the Municipality, and the full faith, credit and revenue of the Municipality are hereby pledged for the prompt payment of the same. The principal amount received from the sale of the bonds anticipated by the Notes and any excess fund resulting from the issuance of the Notes shall, to the extent necessary, be used only for the retirement of the Notes at maturity, together with interest thereon and is hereby pledged for such purpose. SECTION 7. That during the year or years while the Notes run there shall be levied upon all of the taxable property in the Municipality in addition to all other taxes, a direct tax annually not less than that which would have been levied if bonds had been issued without the prior issue of the Notes; provided, however, that in each year to the extent the Revenues and other moneys are available for the payment of the Notes and bonds and are appropriated for such purpose, the amount of such tax shall be reduced by the amount of such Revenues and other moneys so available and appropriated. Said tax shall be and is hereby ordered computed, certified, levied and extended upon the tax duplicate and collected by the same officers in the same manner and at the same time that taxes for general purposes for each of said years are certified, extended and collected. Said tax shall be placed before and in preference to all other items and for the full amount thereof. The funds derived from said tax levy hereby required, or from the other described sources, shall be placed in a separate and distinct fund, which together with all interest collected on the same, shall be pledged irrevocably for the payment of the principal and interest of the Notes or the bonds in anticipation of which they are issued when and as the same fall due. SECTION 8. That this Council hereby covenants that it will restrict the use of the proceeds of the Notes hereby authorized in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the debt is incurred, so that they will not constitute “arbitrage bonds” under Sections 103(b)(2) and 148 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations prescribed thereunder and will, to the extent possible, comply with all other applicable provisions of the Code and the regulations thereunder in order to retain the Federal income tax exemption for interest on the Notes, including any expenditure requirements, investment limitations, rebate requirements or use restrictions. The Director of Finance or any other officer having responsibility with respect to the issuance of the Notes is authorized and directed to give an appropriate certificate on behalf of the Municipality on the date of delivery of the Notes for inclusion in the transcript of proceedings, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to the use of the proceeds thereof and the provisions of the Code and the regulations thereunder. SECTION 9. That the Notes are hereby designated as “qualified tax exempt obligations” to the extent permitted by Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). This Council finds and determines that the reasonable anticipated amount of qualified tax exempt obligations (other than private activity bonds) which will be issued by the Municipality during this calendar year does not and this Council hereby covenants that, during such year, the amount of tax exempt obligations issued by the Municipality and designated as “qualified tax exempt obligations” for such purpose will not exceed $10,000,000. The Director of Finance and other appropriate officers, and any of them, are authorized to take such actions and give such certifications on behalf of the Municipality with respect to the reasonably anticipated amount of tax exempt obligations to be issued by the Municipality during this calendar year and with respect to such other matters as appropriate under Section 265(b)(3). SECTION 10. That the Director of Finance is hereby authorized without further action of this council to execute and deliver an agreement with the Paying Agent and Registrar for its services as paying agent, registrar and transfer agent for the Notes, in each case in such form as such officer may approve, the execution thereof by such officer to be conclusive evidence of such authorization and approval. SECTION 11. That the Director of Finance is hereby directed to forward a certified copy of this ordinance to the County Auditor. SECTION 12. That it is found and determined that all formal actions of this Council concerning and relating to the adoption of this ordinance were passed in an open meeting of this Council, and that all deliberations of this Council and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with the law, including Section 121.22 of the Revised Code of Ohio. SECTION 13. That this ordinance is hereby declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety, morals and welfare of the inhabitants of the Municipality for the reason that the immediate issuance and sale of the Notes is necessary to provide for the orderly financing of the improvements to which the Notes relate and the orderly refunding of the Prior Bonds by renewing notes previously issued for the purpose in a timely manner, and, therefore, provided this ordinance receives the affirmative vote of at least five members elected or appointed to this council, it shall be in full force and effect immediately upon its passage. PASSED October 15, 2003.