WHEREAS, the fiscal officer (hereinafter called the "Finance Director") of the Village of Woodlawn (hereinafter called the "Village") has heretofore estimated that the life of the hereinafter described improvements is at least five (5) years, and certified that the maximum maturity of the bonds is twenty (20) years, and of the notes to be issued in anticipation thereof is five (5) years, by virtue of special assessments;

NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Woodlawn (hereinafter called the "Council"), County of Hamilton, Ohio:

SECTION 1. That it is hereby declared necessary to issue bonds of the Village of Woodlawn, County of Hamilton, Ohio, in the principal amount of not to exceed $1,350,000, bearing interest estimated at five per centum (5%) per annum and maturing over a period of fifteen (15) years, for the purpose of paying the cost of constructing road improvements and improvements to other necessary appurtenances for the Woodlawn Meadows Project in the Village including environmental remediation and costs of participating in Citirama Home Show, and related costs, and paying certain other costs, including capitalized interest and permissible costs of issuance.

SECTION 2. That it is hereby determined that notes (hereinafter called the "Notes) in the principal amount of not to exceed $1,350,000 shall be issued in anticipation of the issuance of said bonds.

SECTION 3. That the Notes shall be dated their date of issuance, shall bear interest at the rate determined by the Finance Director or the Village Administrator and set forth in the Certificate of Award setting forth the final terms of the Notes (the “Certificate of Award”), which is hereby authorized to be executed by the Finance Director or the Village Administrator without further action by this Council, shall be payable at maturity, shall mature not more than twenty-four months from their dated date, and shall be of such number and denomination as may be requested by the purchaser.

SECTION 4. That the Notes shall be executed by the Village Administrator, the Finance Director and the Mayor and may but shall not be required to bear the seal of the corporation provided that either (but not both) of such officers' signatures and the seal may be facsimiles. The Notes shall be designated "Road Improvement Special Assessment Bond Anticipation Notes (Woodlawn Meadows Project)", and shall be payable at a bank or trust company designated by the Finance Director or Village Administrator and acceptable to the purchaser, and shall express upon their face the purpose for which they are issued and that they are issued in pursuance of this Ordinance.

SECTION 5. That the Notes shall be sold by the Finance Director or the Village Administrator at not less than par and accrued interest, at public or private sale and the proceeds from such sale, except any premium or accrued interest hereon, shall be paid into the proper fund and used for the purpose aforesaid and for no other purpose.

SECTION 6. That the Notes shall be the full general obligations of the Village, and the full faith, credit and revenue of the Village are hereby pledged for the prompt payment of the same. The par value received from the sale of bonds anticipated by the Notes, and any excess funds resulting from the issue 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 period while the Notes run there shall be levied upon all of the taxable property in the Village, within applicable limitations, 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; 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 shall be placed in a separate and distinct fund and, together with interest collected on the same, shall be irrevocably pledged 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; provided, however, that to the extent that other lawfully available revenues, including assessments from benefitted properties, are appropriated for such purpose, such tax need not be levied.

SECTION 8. 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 Village during this calendar year does not and the council hereby covenants that, during such year, the amount of tax-exempt obligations issued by the Village and designated as "qualified tax-exempt obligations" for such purpose will not exceed $10,000,000. The Finance Director and other appropriate officers, and any of them, are authorized to take such actions and give such certifications on behalf of the Village with respect to the reasonably anticipated amount of tax-exempt obligations to be issued by the Village during the calendar year of original issuance and with respect to such other matters as appropriate under Section 265(b)(3). This Council, for the Village, 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, and take such other action 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. The Finance Director or any other officer having responsibility with respect to the issuance of said Notes is authorized and directed to give an appropriate certificate on behalf of the Village, on the date of delivery of said 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. Any official having charge with respect to the issuance of the Notes is hereby further authorized to take such actions as may be reasonably requested by the purchaser of the Notes in order to make the Notes eligible for the services of The Depository Trust Company, New York, New York.

SECTION 10. All appropriate officers of the Village are further authorized to make, execute, acknowledge and deliver such financing statements, closing certificates and other instruments or agreements as are, in the opinion of bond counsel, necessary to carry out the purposes of this ordinance.

SECTION 11. That the firm of Peck, Shaffer & Williams, a division of Dinsmore & Shohl LLP, is hereby engaged as the Village’s “bond counsel” and that the Village Administrator is hereby authorized and directed to execute and deliver the engagement letter in the form on file with the Village.

SECTION 12. That the clerk of council is hereby directed to forward a certified copy of this ordinance to the County Auditor.

SECTION 13. That it is found and determined that all formal actions of this Council concerning and relating to the adoption of this Ordinance were adopted 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 all legal requirements.

SECTION 14. This ordinance is an emergency measure necessary for the preservation of public peace, health, safety and general welfare for the citizens of the Village of Woodlawn, Ohio, and shall go into effect immediately. The reason for said emergency is the immediate need to issue the bonds in order to meet construction deadlines for the improvements. SECTION 15. That this ordinance shall take effect at the earliest date allowed by law.