07-18 Tax Revenue Notes $21,687,000 Digester Mixers, Winton Cliff

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Section 5. Terms of the Notes; Certificate of Fiscal Officer Relating to Terms of Notes. The Notes shall be special obligation in the amount of not to exceed $21,687,000, which sum does not exceed the amount of the Bonds. The Notes shall be dated the date established by the Director of Finance and certified to this Council and shall mature on such date as shall be determined by the Director of Finance and certified to this Council, provided that such date shall not be later than one year after the date of issuance of the Notes. The Notes shall be issued as fully registered notes in book -entry form only, in denominations of $100,000 or any integral multiple of $1,000 in excess thereof and shall be numbered as determined by the Director of Finance. Coupons shall not be attached to the Notes. The Notes shall be sold in a transaction exempt from the requirements of Rule 15c2 -12 of the United States Securities and Exchange Commission. The Director of Finance is authorized and directed to execute a Certificate of Fiscal Officer Relating to Terms of Notes (the "Certificate of Fiscal Officer ") setting forth the final terms of the Notes, consistent with the requirements of this Ordinance, and to present the same to this Council after closing. Section 6. Income Tax Pledge; Security for the Notes. The Notes shall be special obligation income tax revenue notes issued pursuant to Article XVIII, Section 3 of the Ohio Constitution, the Charter of the City and this Ordinance for the purpose of the Project. The Notes may be issued in one or more series. The City hereby covenants and pledges, subject and pursuant to the Constitution and laws of the State of Ohio, to appropriate from the Revenues (a) amounts sufficient to pay principal and interest due on the Notes. The City hereby covenants and agrees that, so long as the Notes are outstanding, the City shall not attempt to create or otherwise permit a pledge or any other lien on the Revenues that is senior to or on a parity with the pledge of the Revenues contained in this Ordinance to pay the principal of and interest on the Notes; provided, however, that this provision shall not be read to limit the City's ability to issue general obligation debt for any municipal purpose. The City hereby covenants and agrees that, so long as the Notes are outstanding, it shall not suffer the repeal, amendment or any other change in this Ordinance or in the City's income tax ordinances that in any way materially and adversely affects or impairs (i) the sufficiency of the Revenues levied and collected or otherwise available for the payment of the Notes or (ii) the pledge or the application of the Revenues to the payment of the Notes. The Notes shall be special obligations of the City, and the principal of and interest and any premium on the Notes shall be payable solely from the Revenues, and such payment shall be secured by a pledge of the Revenues as provided in this Ordinance. The Notes shall be special obligation income tax revenue notes payable solely from the Revenues and shall be secured equally and ratably (i) by a pledge of the Revenues; provided, however, that any lien on or pledge of any fund, account, revenues or money shall be valid and enforceable only to the extent permitted by law. Nothing in this Ordinance or the Notes shall constitute a general obligation, debt or bonded indebtedness of the City; neither the general resources of the City shall be required to be used, nor the general credit of the City pledged for the performance of any duty under this Ordinance, or the Notes; and further, nothing herein or therein gives the Holders of the Notes, and they do not have, the right to have excises or taxes levied by the City, or by the State or the taxing authority of any other political subdivision, for the payment of principal of, redemption premium, if any, and interest on the Notes, but the Notes are payable solely from the Revenues, and each Note shall contain on the face thereof a statement to that effect; provided, however, that nothing in this Ordinance shall be deemed to prohibit the City, of its own volition, from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment of any of the terms, conditions or obligations of this Ordinance and the Notes. The City hereby covenants and agrees to observe and perform all its agreements and obligations provided for by the Notes and this Ordinance. All of the obligations under this Ordinance are hereby 12aoss62v2