AN ORDINANCE CONSOLIDATING TWO BOND ANTICIPATION NOTE ISSUES OF THE VILLAGE OF GRANVILLE, OHIO INTO A CONSOLIDATED NOTE ISSUE, AND ESTABLISHING THE TERMS OF SUCH CONSOLIDATED NOTE ISSUE, AND DECLARING AN EMERGENCY.
WHEREAS, this council has passed two ordinances authorizing the following general obligation bond anticipation note issues pursuant to Chapter 133 of the Ohio Revised Code for the purposes indicated: (1) $165,000 Municipal Building Refunding Bond Anticipation Notes, First (2003) Renewal for the purpose of paying part of the cost of refunding the Municipality’s outstanding Municipal Building Bonds dated as of February 15, 1992, and (2) $445,000 Sanitary Sewer Improvement Bond Anticipation Notes, Eleventh (2003) Renewal for the purpose of paying part of the costs of refunding the outstanding principal amount of the Municipality’s Sewer System Mortgage Revenue Refunding Bonds dated as of May 1, 1991 and constructing improvements to the municipal sanitary sewer system (such note issues are collectively referred to as the “2003 Series Notes”); and WHEREAS, this council desires to issue and sell the 2003 Series Notes on a consolidated basis pursuant to Section 133.30(B) of the Ohio Revised Code and this ordinance; NOW, THEREFORE, BE IT ORDAINED by the Council of Granville, Ohio (hereinafter called the “Municipality”): SECTION 1. That pursuant to the provisions of Section 133.30(B) of the Ohio Revised Code, the 2003 Series Notes shall be consolidated into a single note issue which shall be designated “Various Purpose Bond Anticipation Notes, Series 2003” (such consolidated notes are hereinafter referred to as the “Consolidated Notes”). SECTION 2. That the Consolidated Notes shall be issued under authority of the general laws of the State of Ohio, particularly Chapter 133 of the Ohio Revised Code. The Consolidated Notes shall (i) be dated as of the same date as the 2003 Series Notes, (ii) be in a principal amount equal to the sum of the aggregate principal amounts of the 2003 Series Notes, (iii) be numbered from R 1 upwards in order of issuance, (iv) be of the denominations requested by the purchaser, (v) mature on the date the 2003 Series Notes mature in an amount equal to the sum of the maturity amounts for the 2003 Series Notes for such date, and (vi) bear interest payable at maturity at a rate equal to the rate of interest on the 2003 Series Notes. The Consolidated Notes shall not be subject to optional redemption. It is hereby determined by this Council that the issuance of the Consolidated Notes provided herein are in the best interests of the Municipality and that the maturity provisions set forth above are consistent with the aggregate of the separate maturities of the respective ordinances authorizing the 2003 Series Notes. SECTION 3. That the Consolidated Notes shall express upon their faces a summary statement of purposes encompassing the purposes stated in the ordinances authorizing the 2003 Series Notes and that they are issued in pursuance of this ordinance. The Consolidated Notes shall be in fully registered form without coupons, shall bear the signatures of the Village Manager and Director of Finance and may bear the corporate seal of the Municipality, provided that all of such signatures and such seal may be facsimiles. The Consolidated Notes shall be payable as to both principal and interest in federal funds of the United States of America at the office 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 for the Consolidated Notes (the “Paying Agent and Registrar”), without deduction for exchange, collection or service charges, to the person whose name appears on the Note registration records as the registered holder thereof. The Consolidated Notes shall bear the manual authenticating signature of an authorized representative of the Paying Agent and Registrar. The Consolidated Notes shall be transferable by the registered holder thereof in person or by his attorney duly authorized in writing at the office of the Paying Agent and Registrar upon presentation and surrender thereof to the Paying Agent and Registrar. The Municipality and the Paying Agent and Registrar shall not be required to transfer any Consolidated Note during the 15 day period preceding any interest payment date, and no such transfer shall be effective until entered upon the registration records maintained by the Paying Agent and Registrar. Upon such transfer, a new Consolidated 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 the Consolidated Notes 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 4. That the provisions of the respective ordinances authorizing the 2003 Series Notes relating to security and sources of payment, federal tax status of the 2003 Series Notes and of interest payable thereon, are hereby incorporated by reference into this ordinance and the Consolidated Notes. SECTION 5. That the Consolidated Notes shall be sold to Seasongood & Mayer, LLC, Cincinnati, Ohio (the “Purchaser”) at the price of 100% of the principal amount thereof plus accrued interest in accordance with their offer to purchase which is hereby accepted. The proceeds from the sale of the Consolidated Notes, except as any premium and accrued interest received, shall be apportioned, deposited and credited in accordance with Section 133.32 of the Ohio Revised Code to the respective purposes and funds in accordance with the amount of each issue of 2003 Series Notes and for which purposes such proceeds are hereby appropriated. Any premium and accrued interest received from such sale shall be transferred to the bond retirement fund to be applied to the payment of the principal and interest of the Consolidated Notes in the manner provided by law. SECTION 6. That for purposes of this ordinance, the following terms shall have the following meanings: “Book entry form” or “book entry system” means a form or system under which (i) the beneficial right to payment of principal of and interest on the Consolidated Notes may be transferred only through a book entry, and (ii) physical Consolidated Note certificates in fully registered form are issued only to the Depository or its nominee as registered owner, with the Consolidated Notes “immobilized” to the custody of the Depository, and the book entry maintained by others than the Municipality is the record that identifies the owners of beneficial interests in those Consolidated Notes and that principal and interest. “Depository” means any securities depository that is a clearing agency under federal law operating and maintaining, together with its Participants or otherwise, a book entry system to record ownership of beneficial interests in Consolidated Notes or principal and interest, and to effect transfers of Consolidated Notes, in book entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York. “Participant” means any participant contracting with a Depository under a book entry system and includes security brokers and dealers, banks and trust companies, and clearing corporations. All or any portion of the Consolidated Notes may be initially issued to a Depository for use in a book entry system, and the provisions of this Section shall apply to such Consolidated Notes, notwithstanding any other provision of this ordinance. If and as long as a book entry system is utilized with respect to any of such Consolidated Notes: (i) there shall be a single Consolidated Note of each maturity; (ii) those Consolidated Notes shall be registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (iii) the beneficial owners of Consolidated Notes in book entry form shall have no right to receive Consolidated Notes in the form of physical securities or certificates; (iv) ownership of beneficial interests in any Consolidated Notes in book entry form shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of beneficial interests shall be made only by book entry by the Depository and its Participants; and (v) the Consolidated Notes as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Municipality. Debt service charges on Consolidated Notes in book entry form registered in the name of a Depository or its nominee shall be payable in the manner provided in the Municipality’s agreement with the Depository to the Depository or its authorized representative (i) in the case of interest, on each interest payment date, and (ii) in all other cases, upon presentation and surrender of Consolidated Notes as provided in this ordinance. The Paying Agent and Registrar may, with the approval of the Municipality, enter into an agreement with the beneficial owner or registered owner of any Consolidated Note in the custody of a Depository providing for making all payments to that owner of principal and interest on that Consolidated Note or any portion thereof (other than any payment of the entire unpaid principal amount thereof) at a place and in a manner (including wire transfer of federal funds) other than as provided in this ordinance, without prior presentation or surrender of the Consolidated Note, upon any conditions which shall be satisfactory to the Paying Agent and Registrar. That payment in any event shall be made to the person who is the registered owner of that Consolidated Note on the date that principal is due, or, with respect to the payment of interest, as of the applicable date agreed upon as the case may be. The Paying Agent and Registrar shall furnish a copy of each of those agreements, certified to be correct by the Paying Agent and Registrar, to any other paying agents for the Consolidated Notes. Any payment of principal or interest pursuant to such an agreement shall constitute payment thereof pursuant to, and for all purposes of, this ordinance. The Director of Finance is authorized and directed without further action of this Council to execute, acknowledge and deliver, in the name of and on behalf of the Municipality, a blanket letter agreement between the Municipality and The Depository Trust Company, as Depository, to be delivered in connection with the issuance of the Consolidated Notes to the Depository for use in a book entry system, and to take all other actions they deem appropriate in issuing the Consolidated Notes under a book entry system. If any Depository determines not to continue to act as Depository for the Consolidated Notes for use in a book entry system, the Municipality and the Paying Agent and Registrar may attempt to establish a securities depository/book entry relationship with another qualified Depository under this ordinance. If the Municipality and the Paying Agent and Registrar do not or are unable to do so, the Municipality and the Paying Agent and Registrar, after the Paying Agent and Registrar has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Consolidated Notes from the Depository and authenticate and deliver Consolidated Note certificates in fully registered form to the assigns of the Depository or its nominee, all at the cost and expense (including costs of printing definitive Consolidated Notes), if the event is not the result of action or inaction by the Municipality or the Paying Agent and Registrar, of those persons requesting such issuance. SECTION 7. That the Consolidated 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 8. That this Council hereby covenants that it will restrict the use of the proceeds of the Consolidated Notes hereby authorized in such manner and to such extent, if any, and take such other actions as may be necessary, after taking into account reasonable expectations at the time the debt is incurred, so that they will not constitute obligations the interest on which is subject to federal income taxation or “arbitrage bonds” under Sections 103(b)(2) and 148 of the Code and the regulations prescribed thereunder, including any expenditure requirements, investment limitations or rebate requirements. The Director of Finance and other appropriate officers, or any other officer having responsibility with respect to the issuance of such Consolidated Notes is authorized and directed to give an appropriate certificate on behalf of the Municipality on the date of delivery of the Consolidated 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 said Sections 103(b)(2) and 148 and regulations thereunder. SECTION 9. 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 Consolidated 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 10. That the Director of Finance is hereby directed to forward a certified copy of this ordinance to the County Auditor. SECTION 11. 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 12. 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 Consolidated Notes is necessary to provide for the orderly financing of the improvements and the orderly refunding of the prior obligations to which the Consolidated Notes relate 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.