53-91 $1mil Sanitary Sewer Special Obligation Notes

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If a fractional interest rate is bid, the fraction must be 1/Sth or 1/20th of 1% or multiples thereof. Different rates may be bid for different maturities, but only one rate may be specified for all Bonds maturing on the same date, and the maximum difference between the highest rate and the lowest rate stated in a bid may not exceed basis points. It i.s contemplated that the Director of Finance of the Issuer will promptly consider the bids and award the Bonds on the basis hereinafter described. It is contemplated that the Bonds will be available for delivery to DTC in definitive form on or about July__, 1991. Legal matters incident to the issuance of the Bonds and with regard to the tax-exempt status of the interest thereon are subject to the approving legal opinion of Calfee, Halter & Griswold, Bond Counsel, which will be furnished at the expense of the Issuer at the time the Bonds are delivered to the successful bidder, an original counterpart of which opinion will be delivered with~ the Bonds to DTC. That opinion will include an opinion, based upon and assuming compliance with covenants and the accuracy and representations and certifications of the Issuer, that under existing law (a) the interest on the Bonds (i) is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the 'Code"), (ii) is not treated as an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations by the Code, and (iii) is exempt from the Ohio personal income tax, the Ohio corporate franchise tax (to the extent computed on the net income basis) and income taxes imposed by municipalities and other political subdivisions in Ohio, and (b) the Bonds are not "private activity bonds" as defined in the Code. The Bonds are not "qualified tax-exempt obligations" as defined in the Code. Under the Code, the interest on the Bonds may be subject to alternative minimum, environmental and branch profits taxes imposed on certain corporations, and to a tax imposed on excess net passive income of certain S corporations. For a more complete discussion of tax aspects, see the Preliminary Official Statement referred to below. The successful bidder agrees to provide to the Issuer and Bond Counsel information as to bona fide initial offering prices to the public and sales of the Bonds appropriate for determination ofyield on the Bonds under the Code, as and at the time requested by Bond Counsel. The Issuer will pay the cost of printing or otherwise preparing the Bonds in such form as is acceptable to DTC. A complete transcript of proceedings will be furnished by the Issuer, together with a certificate that no action, suit, inquiry, investigation or proceeding to which the Issuer is a party is pending, and, to the best of the knowledge of the signers, no action, suit, inquiry, investigation or proceeding is threatened, in or before any court, governmental agency, authority, body or arbitrator, seeking to restrain or enjoin the issuance,' sale or delivery of the Bonds or the pledge of the Levy proceeds to secure payment of the principal of or interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Bond Legislation. CUSIP numbers will be printed on the Bonds and must be obtained by the successful bidder. Any delay, error or omission with respect thereto shall not constitute cause for the successful bidder to refuse to accept through DTC delivery of, and pay for, the Bonds. Any CUSIP Service Bureau charge for the assignment of the numbers shall be the responsibility of the successful bidder. The bids will promptly be considered and, unless bids are rejected, the Bonds will be sold and awarded t° the highest bidder offering the lowest interest rate determined by calculating the total interest to stated maturity at the rate or rates bid and deducting therefrom any premium bid (the "best bid") at not less than 97% of the par value thereof and accrued interest. If each of two or more bids is the best bid, the Bonds will be awarded to such best bid as is chosen by lot. Bids need not be accompanied by bid deposits. -3-