Ratings: Bonds Moody s Aa1 Notes Moody s MIG 1 See RATINGS

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1 NEW ISSUE Ratings: Bonds Moody s Aa1 Notes Moody s MIG 1 See RATINGS In the opinion of Squire Sanders (US) LLP, Bond Counsel, under existing law: (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; and (ii) interest on, and any profit made on the sale, exchange or other disposition of, the Bonds and the Notes are exempt from all Ohio state and local taxation, except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. Interest on the Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. INTEREST ON THE NOTES IS NOT EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. For a more complete discussion of the tax aspects, see TAX MATTERS. $9,71, CITY OF WESTERVILLE, OHIO SPECIAL OBLIGATION NONTAX REVENUE BONDS, SERIES 214 (Tax-Exempt) Dated: Date of Issuance OFFICIAL STATEMENT $6,385, CITY OF WESTERVILLE, OHIO SPECIAL OBLIGATION NONTAX REVENUE NOTES, SERIES 214 (Federally Taxable) The Bonds and the Notes. The Bonds and the Notes are special obligations of the City, issued to finance the permanent improvements described under THE BONDS AND THE NOTES AUTHORIZATION AND PURPOSE. PRINCIPAL AND INTEREST ON THE BONDS AND THE NOTES ARE PAYABLE SOLELY FROM THE CITY S NONTAX REVENUES (AS DEFINED HEREIN). THE BONDS AND THE NOTES WILL BE SPECIAL OBLIGATIONS OF THE CITY AND WILL NOT REPRESENT OR CONSTITUTE GENERAL OBLIGATION DEBT, OR A PLEDGE OF THE FAITH AND CREDIT OR TAXING POWER OF THE CITY, THE STATE OF OHIO OR ANY POLITICAL SUBDIVISION THEREOF. THE HOLDERS OF THE BONDS AND THE NOTES WILL NOT HAVE THE RIGHT TO HAVE EXCISES OR TAXES LEVIED BY THE CITY, THE STATE OR THE TAXING AUTHORITY OF ANY OTHER POLITICAL SUBDIVISION THEREOF FOR THE PAYMENT OF PRINCIPAL OF AND INTEREST ON THE BONDS OR THE NOTES. Book Entry Only. The Bonds will be initially issued only as fully-registered bonds, one for each maturity, issuable under a book-entry system, registered initially in the name of The Depository Trust Company or its nominee ( DTC ). The Notes will be initially issued only as fully registered notes, represented by a single certificate, issuable under a book entry system, registered initially in the name of DTC. There will be no distribution of Bonds or Notes to the ultimate purchasers. The Bonds and Notes in certificated form as such will not be transferable or exchangeable, except for transfer to another nominee of DTC or as otherwise described in this Official Statement. See Appendix E. Payment. Principal and interest on the Bonds will be payable to the registered owner (DTC), principal upon presentation and surrender at the designated corporate trust office of The Huntington National Bank, in Columbus, Ohio (the Bond Registrar ). Interest on the Bonds will be transmitted by the Bond Registrar on each interest payment date (June 1 and December 1 of each year, beginning December 1, 214) to the registered owner (DTC) as of the 15 th day of the calendar month preceding that interest payment date. Principal and interest on the Notes will be payable to the registered owner (initially DTC) at maturity upon presentation and surrender at the designated corporate trust office of The Huntington National Bank, in Columbus, Ohio (the Note Registrar ). PRINCIPAL MATURITY SCHEDULE (see inside cover) Prior Redemption. Bonds maturing on or after December 1, 224 are subject to optional redemption by the City prior to maturity, beginning June 1, 224, and Term Bonds are subject to mandatory redemption, all as described in this Official Statement. The Notes are not subject to redemption prior to maturity. See CERTAIN TERMS OF THE BONDS AND THE NOTES Prior Redemption Bonds. The Bonds and Notes are offered when, as and if issued, and accepted by PNC Capital Markets LLC (the Underwriter ), subject to the opinions on certain legal matters relating to their issuance of Squire Sanders (US) LLP, Bond Counsel to the City. Certain legal matters will be reviewed for the Underwriter by Benesch, Friedlander, Coplan & Aronoff LLP. PRISM Municipal Advisors, LLC has acted as Financial Advisor to the City in connection with the issuance of the Bonds and the Notes. The Bonds and the Notes are expected to be available for delivery to DTC or its agent on May 5, 214. This Official Statement has been prepared by the City in connection with its original offering for sale of the Bonds and the Notes. The Cover includes certain information for quick reference only. It is not a summary of the Bond issue or the Note issue. Investors should read the entire Official Statement to obtain information as a basis for making informed investment judgments. The date of this Official Statement is April 22, 214, and the information herein speaks only as of that date.

2 PRINCIPAL MATURITY SCHEDULE $9,71, CITY OF WESTERVILLE, OHIO SPECIAL OBLIGATION NONTAX REVENUE BONDS, SERIES 214 (Tax-Exempt) ON DECEMBER 1 $4,425, SERIAL BONDS Year Amount Interest Rate Price CUSIP (a) No. 965P 215 $31, 2.% % AG , AJ , AK , AL1 22 2, AM , AN , AP , AQ , AR , AS , AT , AU , AV , AW7 $9, 2.% TERM BONDS DUE 217, Price % CUSIP (a) No. 965P AH $2,765, 5.% TERM BONDS DUE 23, Price % CUSIP (a) No. 965P AX5 $2,43, 3.625% TERM BONDS DUE 233, Price 98.3% CUSIP (a) No.965P AY3 $6,385, CITY OF WESTERVILLE, OHIO SPECIAL OBLIGATION NONTAX REVENUE NOTES, SERIES 214 (Federally Taxable) Maturity Interest Rate Price CUSIP (a) No. 965P May 5, % 1.% AF4 (a) Copyright 214, CUSIP Global Services (see REGARDING THIS OFFICIAL STATEMENT).

3 CITY OF WESTERVILLE, OHIO CITY OFFICIALS City Council Craig Treneff, Chair Larry Jenkins, Vice Chair Diane C. Fosselman, Mayor Jenifer French, Vice Mayor Kathleen Cocuzzi Michael Heyeck L. Pete Otteson Mary J. Johnston, Clerk of Council David A. Collinsworth, City Manager Julie A. Colley, Assistant City Manager Lee Ann Shortland, Director of Finance Bruce E. Bailey, Director of Law PROFESSIONAL SERVICES Squire Sanders (US) LLP, Bond Counsel PRISM Municipal Advisors, LLC, Financial Advisor The Huntington National Bank, Registrar and Paying Agent PNC Capital Markets LLC, Underwriter Benesch, Friedlander, Coplan & Aronoff LLP, Underwriter s Counsel

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5 REGARDING THIS OFFICIAL STATEMENT This Official Statement does not constitute an offering of any security other than the original offering of the Bonds and the Notes identified on the Cover (as defined herein). No dealer, broker, sales person or other person has been authorized by the City to give any information or to make any representation other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been given or authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Bonds or the Notes by any person, in any jurisdiction in which it is unlawful to make that offer, solicitation or sale. The information in this Official Statement is provided by the City in connection with the original offering of the Bonds and the Notes. Reliance should not be placed on any other information publicly provided, in any format including electronic, by the City for other purposes, including general information provided to the public or to portions of the public. The information in this Official Statement is subject to change without notice. Neither the delivery of this Official Statement nor any sale made under it shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since its date. This Official Statement contains statements that the City believes may be forwardlooking statements. Words such as plan, estimate, project, budget, anticipate, expect, intend, believe and similar terms are intended to identify forward-looking statements. The achievement of results or other expectations expressed or implied by such forward-looking statements involves known and unknown risks, uncertainties and other factors that are difficult to predict, may be beyond the City s control and could cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. The City undertakes no obligation, and does not plan, to issue any updates or revisions to such forward-looking statements. UPON ISSUANCE, NEITHER THE BONDS NOR THE NOTES WILL NOT BE REGISTERED BY THE CITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR OTHER GOVERNMENTAL ENTITY OR AGENCY WILL HAVE AT THE REQUEST OF THE CITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT OR APPROVED OR DISAPPROVED THE BONDS OR THE NOTES FOR SALE. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by Standard & Poor s. CUSIP data herein are provided by Standard & Poor s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of the Bonds and the Notes. The City, the Bond Counsel and the Underwriter are not responsible for the selection or use of these CUSIP numbers, and makes no representation as to their correctness

6 on the Bonds, the Notes or the Cover or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds or the Notes as a result of various subsequent actions and events. The Ohio Municipal Advisory Council ( OMAC ) has requested that this paragraph be included in this Official Statement. Certain information contained in the Official Statement is attributed to OMAC. OMAC compiles information from official and other sources. OMAC believes the information it compiles is accurate and reliable, but OMAC does not independently confirm or verify the information and does not guaranty its accuracy. OMAC has not reviewed this Official Statement to confirm that the information attributed to it is information provided by OMAC or for any other purpose. In connection with this offering, the Underwriter may overallot or effect transactions that stabilize or maintain the market price of the Bonds or the Notes at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Bonds or the Notes to certain dealers and dealer banks and banks acting as agent at prices lower than the public offering prices stated on the Cover, which public offering prices may be changed from time to time by the Underwriter. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guaranty the accuracy or completeness of such information. (THIS SPACE INTENTIONALLY LEFT BLANK)

7 TABLE OF CONTENTS Page Introductory Statement... 1 The Bonds and the Notes Authorization and Purpose... 3 Security and Sources of Payment... 4 Nontax Revenues... 6 Outstanding Obligations Payable from Nontax Revenues... 6 Issuance of Additional Obligations Payable from Nontax Revenues... 6 Bankruptcy... 7 Certain Terms of the Bonds and the Notes... 7 General; Book-Entry System... 7 Prior Redemption Bonds... 8 Mandatory Redemption... 8 Optional Redemption... 9 Selection of Bonds and Book Entry Interests to be Redeemed... 9 Notice of Call for Redemption; Effect... 1 Prior Redemption Notes... 1 Litigation... 1 Opinions of Bond Counsel Tax Matters Bonds Risk of Future Legislative Changes and/or Court Decisions Original Issue Discount and Original Issue Premium Notes Original Issue Discount and Original Issue Premium Information Reporting and Backup Withholding Medicare Tax Affecting U.S. Owners Non-U.S. Owners Circular Eligibility for Investment and as Public Money Security Underwriting Ratings Transcript and Closing Certificates Continuing Disclosure Agreement Financial Advisor... 2 Bond Registrar and Note Registrar... 2 The City... 2 General Information... 2 City Government Employees Retirement Expenses City Facilities; Insurance Economic and Demographic Information Population Employment and Income Housing and Building Permits Utilities; Public Safety and Services... 3 Community and Economic Development... 3 Financial Matters Introduction Budgeting, Property Tax Levy and Appropriations Procedures Financial Reports and Audits Deposits and Investments... 35

8 TABLE OF CONTENTS (continued) Page Investments Interest Rate Risk Credit Risk Concentration of Credit Risk Financial Outlook General Fund Ad Valorem Property Taxes Assessed Valuation Overlapping Governmental Entities Tax Rates TAX TABLE A Overlapping Tax Rates TAX TABLE B City Tax Rates Collections Delinquencies Other Major General Fund Revenue Sources Municipal Income Tax State Local Government Funds Estate Taxes... 5 Nontax Revenues... 5 City Debt and Other Long-Term Obligations... 5 Security for General Obligation Debt Bonds and BANs Statutory Direct Debt Limitations Indirect Debt and Unvoted Property Tax Limitations General Obligation Debt Outstanding Bond Anticipation Notes Bond Retirement Fund Future Financings Long-Term Financial Obligations Other Than Bonds and Notes Concluding Statement Debt Tables A: Principal Amounts of Outstanding Debt; Leeway for Additional Debt Within Direct Debt Limitations... DT-1 B: Various City and Overlapping GO Debt Allocations (Principal Amounts)... DT-2 C: Projected Debt Charges Requirements on City GO Debt... DT-3 D: Projected Debt Service Requirements on Special Obligations (Nontax Revenues)... DT-4 E: Outstanding Bonds and Notes... DT-5 Appendix A: Appendix B: Appendix C-1: Appendix C-2: Appendix D-1: Appendix D-2: Appendix E: Appendix F: Comparative Cash-Basis Summary of General Fund Receipts and Expenditures for Fiscal Years 29 through 213 and Estimated Fiscal Year 214 Basic Financial Statements from the City s Financial Report for Fiscal Year 212 (Audited) All-Funds Summary 212 (Cash Basis) All-Funds Summary 213 (Cash Basis) Proposed Text of Opinion of Bond Counsel for the Bonds Proposed Text of Opinion of Bond Counsel for the Notes Book-Entry System; DTC Proposed Form of Continuing Disclosure Agreement - ii -

9 INTRODUCTORY STATEMENT This Official Statement has been prepared by the City of Westerville, Ohio (the City ), in connection with its original issuance and sale of the City s $9,71, Special Obligation Nontax Revenue Bonds, Series 214 (Tax-Exempt) (the Bonds ) and the City s $6,385, Special Obligation Nontax Revenue Notes, Series 214 (Federally Taxable) (the Notes ), each identified on the Cover. Certain information concerning the Bonds, including their authorization, purpose, terms and security and sources of payment and the City is provided in this Official Statement. This Introductory Statement briefly describes certain information relating to the Bonds and the Notes and supplements certain information on the Cover. It is not intended as a substitute for the more detailed discussions in this Official Statement. Investors should read the entire Official Statement to obtain information as a basis for making informed investment judgments. All financial and other information in this Official Statement has been provided by the City from its records, except for information expressly attributed to other sources and except for certain information on the Cover and under UNDERWRITING. The presentation of information, including tables of receipts from nontax revenues and other sources, is intended to show recent historical information, and is not intended to indicate future or continuing trends in the financial position or other affairs of the City. No representation is made that past experience, as is shown by that financial and other information, will necessarily continue or otherwise be predictive of future experience. See also REGARDING THIS OFFICIAL STATEMENT. This Official Statement should be considered in its entirety and no one subject should be considered less important than another by reason of location in the text. Reference should be made to laws, reports or documents referred to for more complete information regarding their contents. References to provisions of Ohio law, including the Revised Code and the Ohio Constitution, and of the City Charter (the City Charter ) are references to those current provisions. Those provisions may be amended, repealed or supplemented. As used in this Official Statement: Beneficial Owner means the owner of a book-entry interest in the Bonds or the Notes, as defined in Appendix E. Council means the City Council of the City. County means Franklin County and Counties means Franklin and Delaware Counties. County Auditor means the Auditor of the County. Cover means the cover page and the inside cover page of this Official Statement.

10 Debt charges means the principal (including any mandatory sinking fund deposits and mandatory redemption payments) and interest payable on the obligations referred to as those payments come due and are payable; debt charges may also be referred to as debt service. Fiscal Year means the 12-month period ending December 31, and reference to a particular Fiscal Year (such as Fiscal Year 214 ) means the Fiscal Year ending on December 31 in that year. Nontax Revenues means all moneys of the City which are not moneys raised by taxation, to the extent available for such purposes, including, but not limited to the following: (a) grants from the United States of America and the State of Ohio; (b) payments in lieu of taxes now or hereafter authorized by State statute; (c) fines and forfeitures which are deposited in the City s General Fund; (d) fees deposited in the City s General Fund from properly imposed licenses and permits; (e) investment earnings on the City s General Fund and which are credited to the City s General Fund; (f) investment earnings of other funds of the City that are credited to the City s General Fund; (g) proceeds from the sale of assets which are deposited in the City s General Fund; (h) rental income which is deposited in the City s General Fund; (i) gifts and donations and (j) net income derived from the Community Data Center and the Fiber Network (as such terms are defined under SECURITY AND SOURCES OF PAYMENT Outstanding Obligations Payable from Nontax Revenues). Revised Code means the Ohio Revised Code. State or Ohio means the State of Ohio. State Budget Act means Amended Substitute House Bill No. 59, passed by the Ohio General Assembly and signed by the Governor on June 3, 213, providing State appropriations for its biennium (beginning July 1, 213 through June 3, 215) and enacting other statutory provisions. The Bonds are issued by the City of Westerville, Ohio. They are authorized by Article VIII, Section 13 of the Ohio Constitution, Chapter 165 of the Revised Code, the City Charter and legislation passed by the City Council. The Bonds are issued for the purpose of paying the costs of acquiring various public infrastructure improvements, including but not limited to, roadway, streetscape, electric, sanitary sewer, storm sewer, water, park, landscaping, interests in real estate and all related site preparation, together with all necessary and related appurtenances thereto, all in support of economic development and job creation within the City. See THE BONDS AND THE NOTES AUTHORIZATION AND PURPOSE. The Notes are issued by the City of Westerville, Ohio. They are authorized by Article VIII, Section 13 of the Ohio Constitution, Chapter 165 of the Revised Code, the City Charter and legislation passed by the City Council. The Notes are issued for the purpose of paying the costs of acquiring approximately 62 acres of real property located near the - 2 -

11 intersection of Polaris Parkway and Cleveland Avenue, all in support of economic development and job creation within the City. The Bonds and the Notes are special obligations of the City and are payable from the Nontax Revenues designated by the City and identified under SECURITY AND SOURCES OF PAYMENT. No money of the City raised by taxation is or may be obligated or pledged for payment of Debt Service on the Bonds or the Notes. The Bonds and the Notes do not represent or constitute a general obligation debt or pledge of the faith and credit of the City, the State of Ohio, or any other political subdivision of the State. The Bonds will be initially issued only as fully-registered bonds, one for each maturity, issuable under a book-entry system and registered initially in the name of The Depository Trust Company, New York, New York, or its nominee ( DTC ). The Notes will be initially issued only as fully-registered notes, represented by a single certificate, issuable under a book-entry system and registered initially in the name of DTC. The Bonds and the Notes will be issued in the denomination of $5, or in whole multiples of $5,. See CERTAIN TERMS OF THE BONDS AND THE NOTES General; Book-Entry System and Appendix E. Principal and interest will be payable to the registered owner (DTC). Principal on the Bonds will be payable on presentation and surrender at the designated corporate trust office of the Bond Registrar. See BOND REGISTRAR AND NOTE REGISTRAR. Interest on the Bonds will be transmitted by the Bond Registrar on each interest payment date (June 1 and December 1, beginning December 1, 214) to the registered owner as of the 15th day of the calendar month next preceding that interest payment date. Principal and interest on the Notes will be payable to the registered owner (initially DTC) at maturity upon presentation and surrender at the designated corporate trust office of the Note Registrar. The Bonds maturing on or after December 1, 224 are subject to prior redemption on any date, by and at the sole option of the City, in whole or in part as selected by the City (in whole multiples of $5,), on or after June 1, 224, at a redemption price equal to 1% of the principal amount redeemed, plus interest accrued to the redemption date. Term Bonds are subject to mandatory prior redemption, as described in this Official Statement. The Notes are not subject to redemption prior to maturity. See CERTAIN TERMS OF THE BONDS AND THE NOTES Prior Redemption Bonds. The opinions as to the validity of the Bonds and the Notes and the tax-exempt status of the interest on the Bonds will be rendered by Squire Sanders (US) LLP ( Bond Counsel ). See OPINIONS OF BOND COUNSEL, TAX MATTERS and Appendix D. THE BONDS AND THE NOTES AUTHORIZATION AND PURPOSE The Bonds and the Notes are to be issued pursuant to Article VIII, Section 13 of the Ohio Constitution and Chapter 165 of the Revised Code (the Act ), which authorize the City to issue bonds for projects for industry, commerce, distribution and research, the City Charter, ordinances passed by the Council, and certificates of award provided for by those ordinances (collectively, the Authorizing Legislation ). The City is authorized by the Act to pledge its Nontax Revenues for the payment of obligations issued pursuant to the Act. The Act prohibits the City from - 3 -

12 obligating or pledging money raised by taxation for the payment of obligations issued pursuant to the Act. Bonds in the amount of $9,71, are being issued for the purpose of paying the costs of acquiring various public infrastructure improvements, including but not limited to, roadway, streetscape, electric, sanitary sewer, storm sewer, water, park, landscaping, interests in real estate and all related site preparation, together with all necessary and related appurtenances thereto, all in support of economic development and job creation within the City. Notes in the amount of $6,385, are being issued for the purpose of paying the costs of acquiring approximately 62 acres of real property located near the intersection of Polaris Parkway and Cleveland Avenue, all in support of economic development and job creation within the City. Certain proceeds from the sale of the Bonds and the Notes (which may include premium) may be used by the Underwriter to provide for the payment of certain financing costs on behalf of the City. Any premium received by the City (after the payment of those financing costs) from the sale of the Bonds or the Notes will be deposited in the Economic Development Bond Service Fund. Moneys in that Fund are used to pay debt charges on the Bonds and the Notes. SECURITY AND SOURCES OF PAYMENT The Bonds will be special obligation debt of the City payable solely from Nontax Revenues, subject to bankruptcy laws and other laws affecting creditors rights and to the exercise of judicial discretion. The Notes will be special obligation debt of the City payable solely from Nontax Revenues and the proceeds of the bonds in anticipation of which such Notes are issued, subject to bankruptcy laws and other laws affecting creditors rights and to the exercise of judicial discretion. The City has agreed in the Authorizing Legislation to deposit in its Economic Development Bond Service Fund on or before each date on which Debt Service is due from Nontax Revenues, an amount equal to the amount of Debt Service on that date, less any interest earnings or other moneys accumulated in that Fund not already used as a credit in a prior year. Money in the Economic Development Bond Service Fund shall be used solely for the payment of Debt Service on the Bonds and the Notes. The City has agreed in the Authorizing Legislation that so long as the Bonds and the Notes are outstanding, it will appropriate and maintain sufficient Nontax Revenues each year to pay when due principal of and interest on the Bonds and the Notes; provided, however the payments due on the Bonds and the Notes are payable solely from Nontax Revenues. The City s agreement to provide Nontax Revenues sufficient to pay the debt service on the Bonds and the Notes, including making such annual appropriations, is enforceable by mandamus

13 The Nontax Revenues include, but are not limited to, the following, to the extent available for payment of debt service on the Bonds and the Notes: grants from the United States of America and the State of Ohio; payments in lieu of taxes now or hereafter authorized by State statute; fines and forfeitures which are deposited in the City s General Fund; fees deposited in the City s General Fund from properly imposed licenses and permits; investment earnings on the City s General Fund and which are credited to the City s General Fund; investment earnings of other funds of the City that are credited to the City s General Fund; proceeds from the sale of assets which are deposited in the City s General Fund; rental income which is deposited in the City s General Fund; gifts and donations; and net income derived from the Community Data Center and the Fiber Network (as such terms are defined under SECURITY AND SOURCES OF PAYMENT Outstanding Obligations Payable from Nontax Revenues). See SECURITY AND SOURCES OF PAYMENT Nontax Revenues for summary information regarding collections of the more significant sources of nontax revenues for the City s General Funds. Nothing in the Authorizing Legislation shall be construed as requiring the City to use or apply to the payment of principal of and interest on the Bonds or the Notes any funds or revenues other than Nontax Revenues. However, nothing in the Authorizing Legislation shall be deemed to prohibit the City, of its own volition, from using, to the extent that it is authorized to do so, any other resources for the fulfillment of any of the terms, conditions or obligations of the Authorizing Legislation or of the Bonds. Owners of the Bonds and the Notes do not have a security interest in the City s Nontax Revenues and the City is permitted to and intends to use its Nontax Revenues for many purposes, including payment of debt service on the Bonds and the Notes. THE BONDS AND THE NOTES WILL BE SPECIAL OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM CITY NONTAX REVENUES AND WILL NOT REPRESENT OR CONSTITUTE A GENERAL OBLIGATION DEBT OR PLEDGE OF THE FAITH OR CREDIT OR TAXING POWER OF THE CITY, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF. THE OWNERS OF THE BONDS AND THE - 5 -

14 NOTES HAVE NO RIGHT TO HAVE EXCISES OR TAXES LEVIED BY THE CITY, THE STATE OR THE TAXING AUTHORITY OF ANY OTHER POLITICAL SUBDIVISION THEREOF FOR THE PAYMENT OF DEBT SERVICE ON THE BONDS OR THE NOTES. Nontax Revenues The following table summarizes historical collections of some of the more significant sources of Nontax Revenues of the City in the last five years and estimated for 214. Year Charges for Services Fees, Licenses and Permits Fines and Forfeitures Historical Collections General Fund Nontax Revenues Investment Earnings Intergovernmental Revenues Sale of General Assets Payments In-Lieu of Taxes Data Center Revenues Other Total 29 $44,27 $1,17,469 $438,225 $1,84,35 $3,718,16 $ $1,335,93 $ $66,146 $8,946, ,246 1,245,412 51,477 1,887,118 3,666,16 6,8 1,87,44 63,434 9,68, ,16 1,26, ,553 1,57,363 3,824,95 2,46 2,16,496 6,634 9,18, ,989 1,388,744 55,651 1,214,299 3,211,625 3,85 2,242, ,232 51,372 9,63, ,839 1,198, , ,321 2,896,112 1,331 2,958, ,744 7,589 9,9, (a) 297,4 1,228, ,83 75, 2,832,52 4, 2,, 1,264,475 3, 9,438,865 (a) Estimated. Outstanding Obligations Payable from Nontax Revenues The City currently has $8,48, of other special obligation bonds payable solely from Nontax Revenues outstanding. Those bonds include the (a) City s $5,28, Special Obligation (Nontax Revenue) Data Center Revenue Bonds (Recovery Zone Facility Bonds), Series 21, dated October 27, 21 (the Series 21 Nontax Revenue Bonds ) which were issued for the purpose of paying the costs of acquiring, constructing; equipping, furnishing and improving a community data center, together with all incidental work and related appurtenances thereto (the Community Data Center ) and (b) City s $3,2, Special Obligation Non-tax Revenue Bonds (Federally Taxable), Series 211 Data Center and Fiber Network Project, dated May 24, 211 (the Series 211 Nontax Revenue Bonds ) which were issued for the purpose of paying a portion of the costs of acquiring, constructing. equipping, furnishing and improving the Community Data Center and a related fiber network, together with all incidental work and related appurtenances thereto (the Fiber Network ). Issuance of Additional Obligations Payable from Nontax Revenues The City may issue additional obligations secured by Nontax Revenues provided that prior to the issuance of any additional obligations on a parity with the Series 21 Nontax Revenue Bonds, the Series 211 Nontax Revenue Bonds, the Bonds and the Notes, the City shall be required to furnish a certificate of the Director of Finance showing that the aggregate amount of Nontax Revenues received during the fiscal year immediately preceding the issuance of those additional obligations is at least equal to 3% of the largest amount required to be paid in any succeeding calendar year to meet interest and principal maturities of the Series 21 Nontax Revenue Bonds, the Series 211 Nontax Revenue Bonds, the Bonds, the bonds anticipated by the Notes, and any additional obligations to be outstanding immediately after the issuance of such additional obligations. The aggregate amount of Nontax Revenues received during fiscal year 213 is equal to approximately 385% of the largest amount projected to be required to be paid in - 6 -

15 any succeeding calendar year to meet interest and principal maturities of the Series 21 Nontax Revenue Bonds, the Series 211 Nontax Revenue Bonds, the Bonds and the bonds anticipated by the Notes. See Debt Table D. Bankruptcy Federal and State laws provide procedures for the adjustment of indebtedness of political subdivisions, such as the City. Chapter 9 of the U.S. Bankruptcy Code would permit the City to make such an adjustment if (i) it were insolvent (i.e., the City was not paying its debt charges as they came due or it was unable to pay those debt charges as they became due), (ii) it met certain other criteria (e.g., having negotiated in good faith with its creditors and failed to reach agreement or such negotiation was impractical because of time restrictions, the number of creditors or other reasons) and (iii) it were authorized under State law (by legislation or by a governmental officer) to seek relief under Chapter 9. The State s Uniform Public Securities Law provides that the City or any other subdivision must obtain the approval of the State Tax Commissioner in order to file a bankruptcy petition stating that it is insolvent and that it desires to effect a plan for the composition or adjustment of its debts and to take such further proceedings under the Bankruptcy Code. That law also states: No taxing subdivision shall be permitted, in availing itself of such acts of congress [the Bankruptcy Code], to scale down, cut down, or reduce the principal sum of its securities, except that interest thereon may be reduced in whole or in part. The County may also initiate proceedings under the Bankruptcy Code. Because it collects, distributes or otherwise provides revenues to the City, the City s financial condition could be affected by such an action. General; Book-Entry System CERTAIN TERMS OF THE BONDS AND THE NOTES The Bonds and the Notes will be dated, will be payable in the principal amounts and on the dates and will bear interest (computed on the basis of a 36-day year and twelve 3-day months) at the rates and be payable on the dates, at the place and in the manner, all as described on the Cover. The Bond Registrar and the Note Registrar will keep all books and records necessary for registration, exchange and transfer of the Bonds and the Notes, respectively. See BOND REGISTRAR AND NOTE REGISTRAR. The Bonds and the Notes will be delivered in book-entry-only form and, when issued, registered in the name of The Depository Trust Company ( DTC ), New York, New York, or its nominee Cede & Co., which will act as securities depository for the Bonds and the Notes. For discussion of the book-entry system and DTC and the replacement of Bonds and the Notes in the event that the book-entry system is discontinued, see Appendix E

16 Prior Redemption Bonds The Bonds are subject to mandatory and optional redemption as follows. Mandatory Redemption The Bonds maturing on December 1, 217 (the 217 Term Bonds ) are subject to mandatory sinking fund redemption in part by lot pursuant to the terms of the mandatory sinking fund redemption requirements of the Authorizing Legislation, at a redemption price equal to 1% of the principal amount redeemed, plus interest accrued to the redemption date, on December 1 of the years shown in, and according to, the following schedule. Year Amount 216 $5, 217 (a) 85, (a) The remaining principal balance is scheduled to be paid at the stated maturity of the Term Bonds. The Bonds maturing on December 1, 23 (the 23 Term Bonds ) are subject to mandatory sinking fund redemption in part by lot pursuant to the terms of the mandatory sinking fund redemption requirements of the Authorizing Legislation, at a redemption price equal to 1% of the principal amount redeemed, plus interest accrued to the redemption date, on December 1 of the years shown in, and according to, the following schedule. Year Amount 227 $64, , , 23 (a) 745, (a) The remaining principal balance is scheduled to be paid at the stated maturity of the Term Bonds. (THIS SPACE INTENTIONALLY LEFT BLANK) - 8 -

17 The Bonds maturing on December 1, 233 (the 233 Term Bonds and together with the 217 Term Bonds and the 23 Term Bonds, the Term Bonds ) are subject to mandatory sinking fund redemption in part by lot pursuant to the terms of the mandatory sinking fund redemption requirements of the Authorizing Legislation, at a redemption price equal to 1% of the principal amount redeemed, plus interest accrued to the redemption date, on December 1 of the years shown in, and according to, the following schedule. Year Amount 231 $78, , 233 (a) 84, (a) The remaining principal balance is scheduled to be paid at the stated maturity of the Term Bonds. Term Bonds redeemed by other than mandatory redemption, or purchased for cancellation, may be credited against the applicable mandatory redemption requirement for the corresponding Term Bonds. Optional Redemption The Bonds maturing on or after December 1, 224 are also subject to prior redemption, by and at the sole option of the City, in whole or in part as selected by the City (in whole multiples of $5,), on any date on or after June 1, 224 at a redemption price equal to 1% of the principal amount redeemed, plus interest accrued to the redemption date. Selection of Bonds and Book Entry Interests to be Redeemed If fewer than all outstanding Bonds are called for optional redemption at one time, the Bonds to be called will be called as selected by, and selected in a manner as determined by, the City. If less than all of an outstanding Bond of one maturity under a book entry system is to be called for redemption (in the amount of $5, or any whole multiple), the Bond Registrar will give notice of redemption only to DTC as registered owner. The selection of the book entry interests in that Bond to be redeemed is discussed below under CERTAIN TERMS OF THE BONDS AND THE NOTES Prior Redemption Bonds Notice of Call for Redemption; Effect. If bond certificates are issued to the ultimate owners, and if fewer than all of the Bonds of a single maturity are to be redeemed, the selection of Bonds (or portions of Bonds in the amount of $5, or any whole multiple) to be redeemed will be made by lot in a manner determined by the Bond Registrar. In the case of a partial redemption by lot when Bonds of denominations greater than $5, are then outstanding, each $5, unit of principal will be treated as if it were a separate Bond of the denomination of $5,

18 Notice of Call for Redemption; Effect The Bond Registrar is to cause notice of the call for redemption, identifying the Bonds or portions of Bonds to be redeemed, to be sent by first-class mail, at least 3 days prior to the redemption date, to the registered owner (initially, DTC) of each Bond to be redeemed at the address shown on the Register on the 15th day preceding that mailing. Any defect in the notice or any failure to receive notice by mailing will not affect the validity of any proceedings for the redemption of any Bonds. On the date designated for redemption, Bonds or portions of Bonds called for redemption shall become due and payable. If the Bond Registrar then holds sufficient money for payment of debt charges payable on that redemption date, interest on each Bond (or portion of a Bond) so called for redemption will cease to accrue on that date. So long as all Bonds are held under a book entry system by a securities depository (such as DTC), a call notice is to be sent by the Bond Registrar only to the depository or its nominee. Selection of book entry interests in the Bonds called, and giving notice of the call to the owners of those interests called, is the sole responsibility of the depository and of its Direct Participants and Indirect Participants. Any failure of the depository to advise any Direct Participant, or of any Direct Participant or any Indirect Participant to notify the Beneficial Owners, of any such notice and in its content or effect will not affect the validity of any proceedings for the redemption of any Bonds or portions of Bonds. See Appendix E. Prior Redemption Notes The Notes are not subject to redemption prior to maturity. LITIGATION To the knowledge of the appropriate City officials, no litigation or administrative action or proceeding is pending restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the Bonds or the Notes, or contesting or questioning the proceedings and authority under which the Bonds or the Notes have been authorized and are to be issued, sold, signed or delivered, or the validity of the Bonds or the Notes. No petitions for referendum with respect to the Authorizing Legislation or any other measure authorizing the payment of or security for the Bonds or the Notes, or the carrying out of the government purposes to which the Bond proceeds or the Notes proceeds are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed. The City will deliver to the Underwriter a certificate to that effect at the time of original delivery of the Bonds and the Notes to the Underwriter. The City is a party to various legal proceedings seeking damages or injunctive or other relief and generally incidental to its operations. These proceedings are unrelated to the Bonds and the Notes, the security for the Bonds and the Notes, or the projects being financed. The ultimate disposition of these proceedings is not now determinable, but will not, in the opinion of the Director of Law, have a material adverse effect on the Bonds and the Notes, the security for the Bonds and the Notes, or the City s operating revenues

19 Under current Ohio law, City money, accounts and investments are not subject to attachment to satisfy tort judgments in State courts against the City. See also THE CITY City Facilities; Insurance. OPINIONS OF BOND COUNSEL Certain legal matters incident to the issuance of the Bonds and the Notes and with regard to the tax exempt status of the interest on the Bonds (see TAX MATTERS) are subject to the opinion of Squire Sanders (US) LLP, Bond Counsel to the City. The signed legal opinions of Bond Counsel, substantially in the forms attached hereto as Appendices D-1 and D-2, dated and premised on law in effect on the date of issuance of the Bonds and the Notes, will be delivered on the date of issuance of the Bonds and the Notes. The text of the opinions to be delivered may vary from the text as set forth in Appendices D-1 and D-2 if necessary to reflect facts and law on the date of delivery. The opinions will speak only as of their date, and subsequent distribution of them by recirculation of this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referred to in the opinions subsequent to their date. The opinions of Bond Counsel and any other legal opinions and letters of counsel to be delivered concurrently with the delivery of the Bonds and the Notes express the professional judgment of the attorneys rendering the opinion or advice regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or advice, the giver of such opinion or advice does not become an insurer or guarantor of the result indicated by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. Bond Counsel has assisted in drafting those portions of this Official Statement under the captions CERTAIN TERMS OF THE BONDS AND THE NOTES (excluding the information concerning the book-entry system there and in Appendix E), SECURITY AND SOURCES OF PAYMENT and TAX MATTERS. Bond Counsel and others, including the Underwriter and the Financial Advisor, have assisted the City with its preparation of certain other portions of this Official Statement. Bond Counsel and those other parties, however, have not been engaged to, and will not, independently confirm or verify that information or any other information provided by the City or others, and will not express an opinion as to the accuracy, completeness or fairness of any such information or any other reports, financial information, offering or disclosure documents or other information pertaining to the Bonds and the Notes that may be prepared or made available by the City or others to potential or actual purchasers of the Bonds and the Notes, to owners of the Bonds and the Notes, including Beneficial Owners, or to others. In addition to rendering its opinion, Bond Counsel will assist in the preparation of and advise the City concerning documents for the bond transcript. The City has also retained the legal services of that law firm from time to time as special counsel in connection with matters

20 that do not relate to City financings. Squire Sanders (US) LLP also serves and has served as bond counsel for one or more of the political subdivisions that the City territorially overlaps. Bonds TAX MATTERS In the opinion of Squire Sanders (US) LLP, Bond Counsel to the City, under existing law: (i) interest on the Bonds is excluded from gross income for federal income tax purposes under Section 13 of the Internal Revenue Code of 1986, as amended (the Code ), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; and (ii) interest on, and any profit made on the sale, exchange or other disposition of, the Bonds are exempt from all Ohio state and local taxation, except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. Bond Counsel expresses no opinion as to any other tax consequences regarding the Bonds. The opinion on tax matters will be based on and will assume the accuracy of certain representations and certifications, and continuing compliance with certain covenants, of the City contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of the City s certifications and representations or the continuing compliance with the City s covenants. The opinion of Bond Counsel is based on current legal authority and covers certain matters not directly addressed by such authority. It represents Bond Counsel s legal judgment as to exclusion of interest on the Bonds from gross income for federal income tax purposes but is not a guaranty of that conclusion. The opinion is not binding on the Internal Revenue Service ( IRS ) or any court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the applicable regulations under the Code or (ii) the interpretation and the enforcement of the Code or those regulations by the IRS. The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations. Noncompliance with these requirements by the City may cause loss of such status and result in the interest on the Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. The City has covenanted to take the actions required of it for the interest on the Bonds to be and to remain excluded from gross income for federal income tax purposes, and not to take any actions that would adversely affect that exclusion. After the date of issuance of the Bonds, Bond Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any events occurring or not occurring, or any other matters coming to Bond Counsel s attention, may adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or the market value of the Bonds

21 A portion of the interest on the Bonds earned by certain corporations may be subject to a federal corporate alternative minimum tax. In addition, interest on the Bonds may be subject to a federal branch profits tax imposed on certain foreign corporations doing business in the United States and to a federal tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations, and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these and other tax consequences will depend upon the particular tax status or other tax items of the owner of the Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations, including the Bonds, are generally subject to IRS Form 199-INT information reporting requirements. If a Bond owner is subject to backup withholding under those requirements, then payments of interest will also be subject to backup withholding. Those requirements do not affect the exclusion of such interest from gross income for federal income tax purposes. Bond Counsel s engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the owners of the Bonds regarding the tax status of interest thereon in the event of an audit examination by the IRS. The IRS has a program to audit tax-exempt obligations to determine whether the interest thereon is includible in gross income for federal income tax purposes. If the IRS does audit the Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the Beneficial Owners of the Bonds will have only limited rights, if any, to obtain and participate in judicial review of such audit. Any action of the IRS, including but not limited to selection of the Bonds for audit, or the course or result of such audit, or an audit of other obligations presenting similar tax issues, may affect the market value of the Bonds. Prospective purchasers of the Bonds upon their original issuance at prices other than the respective prices indicated on the Cover, and prospective purchasers of the Bonds at other than their original issuance, should consult their own tax advisers regarding other tax considerations such as the consequences of market discount, as to all of which Bond Counsel expresses no opinion. Risk of Future Legislative Changes and/or Court Decisions Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may also be considered by the State legislature. Court proceedings may also be filed, the outcome of which could modify the tax treatment of obligations such as the Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Bonds will not have an adverse effect on the tax status of interest or other income on the Bonds or the market value or marketability of the Bonds. These adverse effects could result, for example, from changes to federal or state income tax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax), or