Building Commission

AGENDA Morgantown Building Commission Meeting January 4, 2022, 3:00 p.m. This meeting will be held in a “hybrid” format allowing both virtual and in-person attendance. Participate Virtually (Zoom): via Zoom at https://us02web.zoom.us/j/2716139586 using the meeting number 271 613 9586. The public can also listen live by calling 301-715-8592 and using the access code 271 613 9586. Attend in-person: 430 Spruce Street, Conference Room, Morgantown, WV 26505. Members: Chair Terry Jones, Vice Chair Ana Marlene Robinson-Savino, Aaron Reel 1. Call to Order: 2. Elect Officers for the 2022 calendar year 3. New Business: A. Consider for adoption on first reading a Bond Authorizing Ordinance of the Morgantown Building Commission (the “Building Commission”) which would authorize and approve (i) the design, acquisition, construction and equipping of improvements to certain existing facilities of The City of Morgantown (the “City”), including City Hall, the Public Safety Building, the Norwood Fire Station and the City Public Works Garage, together with all necessary appurtenances thereto (the “Project”); (ii) the leasing of such Project property by the Project property to the City; (iii) the sale and issuance by the Building Commission of its not to exceed $7,000,000 principal amount of Lease Revenue Bonds (the “Bonds”) to finance the costs of the Project, to fund a reserve fund for the Bonds, if any, and to pay costs in connection with the issuance of the Bonds and related costs; and (iv) the execution and delivery of all documents which may be necessary in connection with the foregoing and matters relating thereto. 4. Adjournment: Please contact us at 304-288-7072 for any accommodations. Page 1 of 26  Building Commission Ordinance BOND AUTHORIZING ORDINANCE OF THE MORGANTOWN BUILDING COMMISSION AN ORDINANCE AUTHORIZING THE DESIGN, ACQUISITION, CONSTRUCTION AND EQUIPPING OF IMPROVEMENTS TO CERTAIN EXISTING FACILITIES OF THE CITY OF MORGANTOWN, INCLUDING CITY HALL, THE PUBLIC SAFETY BUILDING, THE NORWOOD FIRE STATION AND THE CITY PUBLIC WORKS GARAGE, TOGETHER WITH ALL NECESSARY APPURTENANCES THERETO, AND THE LEASING OF SAME TO THE CITY OF MORGANTOWN; THE ISSUANCE OF THE MORGANTOWN BUILDING COMMISSION LEASE REVENUE BONDS, SERIES 2022 A (MULTIPLE FACILITY IMPROVEMENT PROJECTS) (THE “SERIES 2022 A BONDS”), IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT MORE THAN $7,000,000, THE PROCEEDS OF WHICH SHALL BE EXPENDED TO FINANCE ALL OR A PORTION OF THE COSTS OF SUCH PROJECT, TO FUND A RESERVE FUND FOR THE SERIES 2022 A BONDS, IF ANY, AND TO PAY COSTS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2022 A BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CREDIT LINE DEED OF TRUST, FIXTURE FILING AND SECURITY AGREEMENT, AN AGREEMENT AND LEASE, A LEASE ASSIGNMENT, A BOND PURCHASE AGREEMENT AND OTHER INSTRUMENTS AND DOCUMENTS AND APPROVING OTHER MATTERS RELATING TO THE TERMS AND SECURITY OF THE SERIES 2022 A BONDS; DEFINING AND PRESCRIBING THE TERMS AND PROVISIONS OF THE SERIES 2022 A BONDS; PROVIDING GENERALLY FOR THE RIGHTS AND REMEDIES AND SECURITY OF THE HOLDERS OF THE SERIES 2022 A BONDS; AND PROVIDING WHEN THIS ORDINANCE SHALL TAKE EFFECT. WHEREAS, The City of Morgantown (the “City”) has, by ordinance enacted August 2, 1988, created and established the Morgantown Building Commission (the “Issuer”), a public corporation and municipal building commission (the “Issuer”), pursuant to the authority Page 2 of 26 granted to it in Chapter 8, Article 33 of the Code of West Virginia, 1931, as amended (the “Act”); WHEREAS, the Issuer, under the Act, has plenary power and authority to contract and be contracted with, acquire, purchase, own and hold any property, real or personal, and acquire, construct, equip, maintain and operate public buildings, structures, projects and appurtenant facilities of any type or types for which the City is permitted by law to expend public funds, sell, encumber or dispose of any property, real or personal, and lease its property or any part thereof, for public purposes, to such persons and upon such terms as the Issuer deems proper; WHEREAS, the City is empowered and authorized by Chapter 8, Article 16 of the West Virginia Code of 1931, as amended, to construct, reconstruct, establish, acquire, improve, renovate, extend, enlarge, increase, own, equip, repair, maintain and operate any municipal public works, together with all appurtenances necessary, appropriate, useful, convenient or incidental for or to the maintenance and operation of such works, including municipal buildings, jail facilities, police stations, fire stations, and other public buildings, and the City has deemed the hereinafter described design, acquisition, construction and equipping of improvements to City Hall, the Public Safety Building, the Norwood Fire Station and the City Public Works Garage to be necessary and appropriate for the public interest; WHEREAS, the Issuer under the Act has plenary power and authority to issue negotiable bonds, notes, debentures or other evidences of indebtedness and provide for the rights of the holders thereof, incur any proper indebtedness and issue any obligations and give any security therefor which it may deem necessary or advisable in connection with exercising powers as provided in the Act; WHEREAS, the Issuer either currently owns, or the City will convey unto the Issuer pursuant to such deed or deeds, bills of sale or other instruments of transfer as may be necessary and appropriate (collectively, the “Conveyance Documents”), the real estate comprising City Hall, the Public Safety Building, the City Public Works Garage and the Norwood Fire Station situate and being in the City of Morgantown, Monongalia County, West Virginia, together with all improvements and appurtenances thereto, which real property shall be more particularly described in EXHIBIT A – REAL ESTATE DESCRIPTION, attached to the hereinafter described Lease and made a part hereof (the “Properties”); WHEREAS, the Issuer desires to appoint the City as its agent for the purpose of undertaking the design, acquisition, construction and equipping of improvements to the Properties to be used in connection with the general activities of the City, together with all necessary appurtenances in connection therewith (the “Project”; the Properties together with all appurtenances thereto, and all additions and improvements thereto, of every kind and nature, now or hereafter acquired or constructed, herein called the “Facilities”); WHEREAS, the Issuer will issue, sell and deliver its Lease Revenue Bonds, Series 2022 A (Multiple Facility Improvement Projects), in an aggregate principal amount not to exceed $7,000,000 (the “Series 2022 A Bonds”) in order to provide funds for financing the costs Page 3 of 26 of the Project, funding a reserve fund for the Series 2022 A Bonds, if any, and paying costs of issuance of the Series 2022 A Bonds; WHEREAS, the Issuer will lease the Facilities to the City pursuant to an Agreement and Lease to be dated the Closing Date (as hereinafter defined), by and between the Issuer, as lessor, and the City, as lessee (the “Lease”); WHEREAS, the Issuer now desires to ratify and approve the design, acquisition, construction and equipping of the Project as aforesaid, and to provide for the financing thereof by the issuance of the Series 2022 A Bonds as hereinafter provided; WHEREAS, the following documents shall be executed and delivered in connection with the issuance and sale of the Series 2022 A Bonds, which documents shall be substantially in the forms approved by this Ordinance: (1) A Credit Line Deed of Trust, Fixture Filing and Security Agreement, to be effective as of the Closing Date (the “Deed of Trust”) executed by the Issuer to the trustee named therein for the benefit and security of the purchaser of the Series 2022 A Bonds (the “Purchaser”), pursuant to which the Issuer will convey the real estate comprising the ________ and the _______ (the “Encumbered Facilities”) in trust to the Purchaser, and grant a security interest in the personal property components of the Encumbered Facilities, as security for the Series 2022 A Bonds; (2) The Lease; (3) A Lease Assignment, to be effective as of the Closing Date (the “Assignment”), executed by the Issuer for the benefit of the Purchaser, pursuant to which the Issuer will assign certain of its rights in and to the Lease and rentals thereunder to the Purchaser as security for repayment of the Series 2022 A Bonds; (4) An Assignment of Funds and Accounts (the “Funds Assignment”), by the Issuer to the Purchaser, pursuant to which the Issuer will assign the monies on deposit in the funds and accounts established under the Lease to the Purchaser as an additional source of security for repayment of the Series 2022 A Bonds; (5) The proposed form of the Series 2022 A Bonds as set forth in this Ordinance; and (6) A Bond Purchase Agreement (the “Bond Purchase Agreement”), by and between the Issuer and the Purchaser, with the City acknowledging and agreeing to the terms of the Bond Purchase Agreement, which provides the terms pursuant to which the Purchaser agrees to purchase the Series 2022 A Bonds from the Issuer. Page 4 of 26  WHEREAS, it appears that each of the documents, instruments and agreements referred to above is necessary and advisable in connection with exercising the powers of the Issuer as provided in the Act and otherwise is appropriate for the purposes intended; WHEREAS, the Purchaser and the terms, conditions and provisions of the Series 2022 A Bonds shall be approved pursuant to a resolution of the Issuer which is supplemental to this Ordinance (the “Supplemental Resolution”); WHEREAS, the design, acquisition, construction and equipping of the Project will benefit the inhabitants of the City, will provide facilities for the rendering of services currently not being adequately rendered within the City and will promote the general safety, health and welfare of the citizens and residents of the City and is for a public purpose of the Issuer under the Act; and WHEREAS, the Issuer desires to take all steps necessary for the issuance of the Series 2022 A Bonds and to appoint the City as its agent to undertake the design, acquisition, construction and equipping of the Project. NOW, THEREFORE, BE IT ORDAINED BY THE MORGANTOWN BUILDING COMMISSION, AS FOLLOWS: Section 1. Pursuant to the Act, this Ordinance is adopted and enacted. In consideration of the acceptance of the Series 2022 A Bonds by the holders thereof, this Ordinance shall be deemed to be and shall constitute a contract between the Issuer and such holders, and the covenants and agreements set forth herein to be performed by the Issuer shall be for the equal benefit, protection and security of such holders. All capitalized terms used in this Ordinance and not otherwise defined herein shall have the meanings set forth in the Lease. Section 2. The Issuer hereby authorizes (i) the Project; (ii) the funding of a reserve fund for the Series 2022 A Bonds, if any; and (iii) the payment of the costs of issuance of the Series 2022 A Bonds and related costs, as more particularly hereinafter described. The Issuer hereby appoints the City as its agent solely for the purpose of undertaking all actions necessary to undertake the Project, and to apply the proceeds of the Series 2022 A Bonds to pay all costs of the Project and the costs of issuance of the Series 2022 A Bonds, and for the purpose of executing all construction contracts, requisitions, certificates and other documents necessary in connection therewith. Section 3. It is hereby found and determined that, to accomplish the purposes of the Act and the findings set forth in the preambles hereof and to provide funds to finance (i) the Project; (ii) the funding of a reserve fund for the Series 2022 A Bonds, if any; and (iii) and the payment of the costs of issuance of the Series 2022 A Bonds and related costs, there are authorized, approved and ordered to be issued by the Issuer the Bonds in the aggregate principal amount of not to exceed $7,000,000. The Series 2022 A Bonds shall be dated the date of delivery thereof (the “Closing Date”) and shall initially be issued as a single fully registered Bond, numbered AR-1, in authorized denominations of $100,000 and any $1 increment in excess Page 5 of 26 thereof, payable to the order of the Purchaser. The Series 2022 A Bonds shall mature on or before ________ 1, 20__, and shall bear interest at a rate not to exceed ___% per annum from the date of delivery thereof to and including the final maturity thereof. The principal of and interest on the Series 2022 A Bonds shall be payable in installments and as more particularly set forth and provided in the Series 2022 A Bonds, the form of which is set forth in Section 10 hereof. The Series 2022 A Bonds shall be subject to prepayment or redemption at such times and at such prices, and shall be payable and have and contain such other terms, conditions and provisions, and shall be in substantially the form as set forth in Section 10 hereof. In addition to the foregoing, a revenue fund, a sinking fund, a debt service reserve fund or similar funds or accounts may be established for the Series 2022 A Bonds under the Lease. The Series 2022 A Bonds shall be executed for the Issuer by the manual signature of the Chairman of the Issuer, and the seal of the Issuer shall be affixed or imprinted thereon and attested by the manual signature of the Secretary of the Issuer. Pursuant to the Supplemental Resolution, the Issuer will appoint and designate the Purchaser (or such other bank as may be subsequently determined by the Supplemental Resolution) for purposes of serving in the capacities of Registrar (the “Registrar”) and Paying Agent (the “Paying Agent”) for the Series 2022 A Bonds. The Issuer may by resolution, discharge any Registrar and/or Paying Agent and appoint a successor Registrar and/or Paying Agent, upon giving the then current Registrar and/or Paying Agent, thirty (30) days written notice. The Issuer may establish a revenue fund, sinking fund or similar fund or account with the Paying Agent to facilitate payment of debt service on the Series 2022 A Bonds. Section 4. Subject to the provisions for transfer of registration set forth below, the Series 2022 A Bonds shall be and have all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code of the State of West Virginia, but the Series 2022 A Bonds, and the right to receive the principal of and stated interest on the Series 2022 A Bonds may only he transferred by transfer of the registration of the Series 2022 A Bonds upon the books required to be kept pursuant to Section 5 hereof, by the party in whose name the Series 2022 A Bonds are registered, in person or by attorney duly authorized in writing, upon surrender of the Series 2022 A Bonds for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Registrar. No interest in the Series 2022 A Bonds shall be transferable except by means of a transfer of registration of a Series 2022 A Bond representing such interest and delivery of a new Series 2022 A Bond or Bonds in exchange therefor in accordance with this Ordinance. Whenever a Series 2022 A Bond shall be surrendered for registration of transfer, the Issuer shall execute and deliver a new Series 2022 A Bond or Bonds in authorized denominations, for a like aggregate principal amount. The Registrar shall require the payment by the holder of the Series 2022 A Bonds requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer, but the Issuer shall pay any other expenses incurred by the Registrar with respect to such transfer. Page 6 of 26  No registration of transfer of the Series 2022 A Bonds shall be permitted to be made after the 15th day next preceding any installment payment date on the Series 2022 A Bonds. Section 5. The Issuer, through the Registrar as its agent, will keep or cause to be kept at its office or the office of the Registrar, sufficient books for the registration and transfer of the Series 2022 A Bonds. Upon presentation for such purpose, the Registrar shall, under such reasonable regulations as it may prescribe, register the Series 2022 A Bonds initially issued pursuant hereto and register the transfer, or cause to be registered, on such books, the transfer of the Series 2022 A Bonds as hereinbefore provided. The Registrar shall accept the Series 2022 A Bonds for registration or transfer only if ownership thereof is to be registered in the name of an individual (including joint ownership), a corporation, an association, a partnership, a limited liability company or a trust, and only upon receipt of the social security number of each individual, the federal employer identification number of each corporation, association or partnership or the social security numbers of the settlor and beneficiaries of each trust and the federal employer identification number and date of each trust and the name of the trustee of each trust, and/or such other identifying number and information as may be required by law. Section 6. Proceeds of the Bonds shall be applied solely to payment of (i) costs of the Project, (ii) the funding of a reserve fund for the Series 2022 A Bonds, if any, and (iii) the payment of costs of issuance of the Series 2022 A Bonds and related costs. Section 7. Subject to the limited sources of payment set forth in the Lease, the Issuer covenants that it will promptly pay or cause to be paid the principal of and interest on the Series 2022 A Bonds issued under this Ordinance at the place, on the dates and in the manner provided herein and, in the Series 2022 A Bonds, according to the true intent and meaning thereof, and will pay any other sums due hereunder. The Series 2022 A Bonds shall be secured by the Deed of Trust, by the Funds Assignment and a pledge of and a first lien on and a security interest in the Lease Rentals paid by the City to the Issuer under the Lease and said pledge by the Issuer to and for the benefit of the holders of the Series 2022 A Bonds, to the extent of the aggregate principal amount of the Series 2022 A Bonds and interest thereon, is hereby made and granted. The Issuer covenants that it will do, execute, acknowledge, file, deliver and record, or cause to be done, executed, acknowledged, filed, delivered and recorded, such financing statements, security agreements, continuation statements or instruments supplemental hereto and such further acts, instruments and transfers as the holders of the Series 2022 A Bonds may reasonably require for the better assuring, pledging, perfecting, continuing, preserving and confirming unto the holders of the Series 2022 A Bonds all and singular the Facilities and the Lease Rentals pledged hereby to the payment of the principal of and interest on the Series 2022 A Bonds. Section 8. The leasing of the Facilities by the Issuer to the City upon such terms and conditions as set out in the Lease is hereby authorized, approved, ratified, and Page 7 of 26 confirmed. Pursuant to the pledge of Lease Rentals derived from the Lease set forth herein, the Issuer shall, each month, pay, or cause to be paid by the City, to the Paying Agent, for immediate application to payment of principal of and interest on the Series 2022 A Bonds, on the due date thereof, amounts sufficient for such purpose. Section 9. The Issuer shall not take, or permit or suffer to be taken, any action with respect to the gross or other proceeds of the Series 2022 A Bonds which would cause the Series 2022 A Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and Regulations promulgated thereunder (the “Code”). Section 10. Subject to the provisions hereof, the text of the Series 2022 A Bonds and the other details thereof shall be of substantially the following tenor, with such omissions, insertions and variations as the Chairman shall agree to, as evidenced by the execution of such Series 2022 A Bonds by such Chairman: [Remainder of Page Intentionally Left Blank] Page 8 of 26  (Form of Bond) THIS BOND IS REGISTERED WITH THE REGISTRAR, __________, AND IS NOT REGISTERED WITH THE DEPOSITORY TRUST COMPANY, AND ANY REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT SHOULD BE SUBMITTED TO THE REGISTRAR, __________. THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS BOND NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS BOND BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON” IN AN “OFFSHORE TRANSACTION” PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE BOND FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. Page 9 of 26  UNITED STATES OF AMERICA STATE OF WEST VIRGINIA MORGANTOWN BUILDING COMMISSION LEASE REVENUE BONDS, SERIES 2022 A (MULTIPLE FACILITY IMPROVEMENT PROJECTS) $_____________ No. AR-1 Date: _______________, 2022 THE MORGANTOWN BUILDING COMMISSION, a public corporation of the State of West Virginia in the City of Morgantown, Monongalia County of said State (the “Issuer”), for value received, hereby promises to pay, solely from the sources and in the manner hereinafter provided therefor, to the order of - ______[Bank]_______ - or registered assigns (the “Payee”), the principal sum of ___________________ DOLLARS ($__________________), or such lesser amount as shall have been advanced to or upon the order of the Issuer from time to time as indicated in EXHIBIT A – RECORD OF ADVANCES hereto, together with interest from the date hereof on such principal amount that may be advanced from time to time at the fixed rate of ____% per annum. Such principal and interest shall be payable as follows: (a) Accrued interest only shall be due and payable on the 15th day of each month, commencing __________, 2022, and continuing on the 15th day of each month thereafter to and including ________, 202_ (the “Interest Only Period”); and (b) The principal amount of this Bond which shall have been advanced to or upon the order of the Issuer on or prior to ________, 202_ (the “Interest Only Termination Date”), as indicated in EXHIBIT A – RECORD OF ADVANCES hereto, together with the interest that shall accrue thereon, shall be payable in monthly installment payments in such amount as shall be sufficient t amortize the principal amount then outstanding over the remaining repayment term and to pay the interest that shall accrue thereon, which monthly installment payments shall be due and payable on the 15th day of each month, commencing ________, 202_, and continuing to and including ________, 20__, which shall be the maturity date hereof (the “Maturity Date”). If the entire $__________ principal amount of the Bonds shall not have been advanced as of the Interest Only Termination Date and the Project has not been Page 10 of 26  completed at such time, the remaining principal amount of the Bonds shall be advanced on the Interest Only Termination Date, or alternatively if the Project has been completed and the principal amount of the Bonds has been fully advanced to pay costs of the Project, the monthly installments of principal and interest shall be due and payable on such dates and in such amounts as are described in EXHIBIT B – DEBT SERVICE SCHEDULE attached hereto. If the aggregate principal amount of the Bonds is not needed to complete the Project then on the Interest Only Termination Date or upon a redemption of the Bonds from surplus monies remaining in the Project Fund following the Interest Only Termination Date as hereinafter provided, the Payee shall prepare a revised debt service schedule and provide the same to the Issuer and the City and attach as Exhibit B hereto and this Bond shall thereafter be payable as indicated therein. In the event moneys remain in the Project Fund following the final disbursement for Costs of the Project, such moneys shall be transferred to the Sinking Fund (as each term is defined in the hereinafter defined Lease) and applied to the redemption of a portion of the principal amount of the Bonds without prepayment penalty. Both the principal of and interest on this Bond are payable in lawful money of the United States of America at the principal office of ______________________________, located in _______________, ______________, or at such other place as the Payee shall specify. This Bond is subject to prepayment of principal, in whole or in part, at any time, at the price of 100% of the principal amount then outstanding, plus interest accrued to the date fixed for prepayment. Partial prepayments may be made in any principal amount. Written notice of any such prepayment shall be given by the Issuer to the Registrar and the Payee not less than thirty (30) days prior to any such prepayment. This Bond is the only Bond of an authorized issue designated the “Morgantown Building Commission Lease Revenue Bonds, Series 2022 A (Multiple Facility Improvement Projects)” issued in the aggregate principal amount of $_______________ (the “Bonds”), pursuant to and under the authority of and in full compliance with the Constitution and statutes of the State of West Virginia, including, particularly, Chapter 8, Article 33 and Chapter 8, Article 16 of the Code of West Virginia, 1931, as amended (collectively, the “Act”), and a Bond Authorizin Ordinance duly enacted by the Issuer on _______________, 2022 (the “Ordinance”) and a Supplemental Resolution adopted by the Issuer on ____________, 2022 (the “Supplemental Resolution”), for the purpose of financing the cost of the design, acquisition, construction and equipping of improvements to certain existing facilities of The City of Morgantown (the “City”), including City Hall, the Public Safety Building, the Norwood Fire Station and the City Public Works Garage to facilitate the providing of general services in the City, together with all appurtenances in connection therewith (the “Project”). Page 11 of 26  The principal of and interest on the Bonds will be payable solely from lease rentals payable to the Issuer by the City, as lessee of the Facilities (as defined in the Ordinance), pursuant to an Agreement and Lease between the Issuer and the City, dated as of _______________, 2022, but effective _______________, 2022 (the “Lease”). Such lease rentals are subject to annual appropriation by the City. The Bonds are additionally secured by and entitled to the protection of a Lease Assignment, dated as of ___________, 2022, but effective _______________, 2022, executed by the Issuer for the benefit of the Purchaser (the “Assignment”), an Assignment of Funds and Accounts, dated as of ____________, 2022, executed by the Issuer for the benefit of the Purchaser (the “Funds Assignment”), and a Credit Line Deed of Trust, Fixture Filing and Security Agreement on the Encumbered Facilities (as defined in the Ordinance), dated as of ____________ 2022, _______________, 2022, by the Issuer to the trustees named therein for the benefit and security of the Purchaser (the “Deed of Trust”). Reference is hereby made to the Ordinance, the Supplemental Resolution, the Lease, the Deed of Trust, the Assignment, the Funds Assignment, and the Bond Purchase Agreement executed and delivered in connection with the Bonds for a description of the provisions, among others, with respect to the nature and extent of the security, default provisions, the rights, duties and obligations of the Issuer and the Purchaser and the terms upon which the Bonds are issued. Registration of this Bond is transferable by the registered owner hereof in person or by his, her or its attorney duly authorized in writing, at the office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Ordinance and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds, of authorized denomination or denominations, for the like principal amount, will be issued to the transferee in exchange herefor. This Bond, under the provisions of the Act, is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code of the State of West Virginia, but may only be transferred by transfer of registration hereof with the Registrar. This Bond and the interest thereon is a special and limited obligation of the Issuer and is payable solely out of the Lease Rentals or revenues pledged to the payment thereof as set forth in the Lease and the Ordinance, and neither the Issuer nor the City shall be obligated to pay the Bonds or the interest thereon, except from such sources. This Bond and any other obligations, agreements, covenants or representations contained in the Ordinance, the Lease, the Deed of Trust, the Assignment and the Funds Assignment shall never constitute an indebtedness of the Issuer, the City, the County of Monongalia or the State of West Virginia within the meaning of any constitutional provision or statutory limitation and shall never constitute or give rise to a pecuniary liability of the Issuer, the City, the County of Monongalia or the State of West Virginia. Neither shall this Bond nor the interest payable hereon be a charge against or pledge of the property, faith and credit or taxing power, if any, of the Issuer, the City, the County of Monongalia or the State of West Virginia. The holder of this Bond shall have no right to have taxes levied by the legislature of the State of West Virginia or the taxing authority, if any, of the Issuer, the City or the County of Monongalia for the payment of the principal of or interest on Page 12 of 26 this Bond. The lease rentals payable by the City to the Issuer pursuant to the Lease are subject to annual appropriation by the City. Holders of this Bond shall have no right to enforce the provisions of the Ordinance, the Lease, the Assignment, the Funds Assignment, the Deed of Trust, the Bond Purchase Agreement or to institute an action to enforce the covenants therein, or to take any action with respect to any default, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Ordinance, the Lease, the Assignment, the Funds Assignment, the Deed of Trust, and the Bond Purchase Agreement. In certain events, on the conditions, in the manner and with the effect set forth in the Ordinance, the principal of all of the Bonds issued under the Ordinance and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of the Lease, the Ordinance, the Assignment, the Funds Assignment, the Deed of Trust or any supplements thereto, or waivers thereunder, may be made only to the extent and in the circumstances permitted thereunder. The Bonds, together with interest thereon, are, under the Act, exempt from taxation by the State of West Virginia, except inheritance, estate and transfer taxes. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed, precedent to and in connection with the issuance of this Bond, have existed, have happened and have been performed in due time, form and manner as required by law. The issuance of this Bond and the issue of which it is a part, together with all other obligations of said Issuer, does not exceed or violate any limit prescribed by the Constitution or statutes of the State of West Virginia. This Bond shall not become valid or obligatory for any purpose, until the certificate of registration and authentication hereon shall have been manually signed by the Registrar. This Bond may be transferred only upon the surrender hereof at the office of the Registrar and otherwise as provided by the Ordinance. All provisions of the Ordinance, the Lease, the Assignment, the Funds Assignment, the Deed of Trust, the Bond Purchase Agreement and the statutes under which this Bond is issued shall be deemed a part of the contract evidenced by this Bond to the same extent as if written fully herein. [Remainder of Page Intentionally Blank] Page 13 of 26  IN WITNESS WHEREOF, the MORGANTOWN BUILDING COMMISSION has caused this Bond to be executed by its Chairman, has caused its corporate seal to be impressed or imprinted hereon, has caused said seal and this Bond to be attested with the signature of its Secretary, and has caused this Bond to be dated the date specified above. MORGANTOWN BUILDING COMMISSION [SEAL] By: ______________________________ Its Chairman ATTEST: By: ______________________________ Its Secretary Page 14 of 26  EXHIBIT A RECORD OF ADVANCES AMOUNT DATE AMOUNT DATE (1) (12) (2) (13) (3) (14) (4) (15) (5) (16) (6) (17) (7) (18) (8) (19) (9) (20) (10) (21) (11) (22) TOTAL $ Page 15 of 26  EXHIBIT B DEBT SERVICE SCHEDULE (Attached Hereto) Page 16 of 26  CERTIFICATE OF REGISTRATION AND AUTHENTICATION This is to certify that this Bond is one of the Bonds described in and issued under the provisions of the within-mentioned Ordinance and has been duly registered in the name of the Registered Owner. ________________________________________, as Registrar By: ____________________________________ Its Authorized Officer Page 17 of 26  ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns, and transfers unto _____________________________ the within Bond and does hereby irrevocably constitute and appoint ______________________________, Attorney to transfer the said Bond on the books kept for registration of the within Bond of the said Issuer with full power of substitution in the premises. Dated: _______________, 20__. ___________________________ In the presence of: ______________________________ Page 18 of 26  Section 11. The Series 2022 A Bonds hereby authorized, together with the interest thereon and other costs incidental thereto, shall not be deemed to be and shall not constitute an indebtedness of the Issuer, but shall be special and limited obligations of the Issuer, payable solely from the Lease Rentals, revenues and moneys derived from, or in connection with, this Ordinance, the Lease, the Assignment, the Funds Assignment, the Deed of Trust and the funds pledged therefor. Neither the Series 2022 A Bonds nor the interest thereon, nor any other cost or charge in connection therewith, shall be a charge against or pledge of the property, faith, credit or taxing powers, if any, of the State of West Virginia, the County of Monongalia, the Issuer or the City, nor shall the same ever constitute an indebtedness of the State of West Virginia, the County of Monongalia, the Issuer or the City within the meaning of any constitutional provision or statutory limitation or constitute or give rise to a pecuniary liability of the State of West Virginia, the Issuer, the County of Monongalia or the City. No recourse shall be had for the payment of the principal of and interest on the Series 2022 A Bonds against any official or member of the Issuer. The holders of the Series 2022 A Bonds shall have no right to have taxes levied by the legislature of the State of West Virginia or the taxing authority, if any, of the Issuer, the County of Monongalia or the City for the payment of the principal of or interest on the Series 2022 A Bonds. The Issuer hereby pledges the Lease Rentals and all revenues derived from the Lease to the payment of the Series 2022 A Bonds and the interest thereon in the manner and to the extent provided in this Ordinance, but nothing in the Series 2022 A Bonds or in this Ordinance, the Lease or the Assignment, the Funds Assignment, the Deed of Trust or otherwise shall be considered to, nor shall, pledge any other funds or assets of the Issuer, the County or the City. The lease rentals payable by the City to the Issuer under the Lease are subject to annual appropriation by the City. Section 12. Each of the following events is hereby declared an “Event of Default” hereunder: (a) Failure to make payment of any installment of interest on or principal of the Series 2022 A Bonds when the same shall become due and payable; and (b) Failure duly and punctually to observe or perform any of the covenants, conditions and agreements on the part of the Issuer contained in the Series 2022 A Bonds, in the Lease, the Assignment, the Funds Assignment, the Deed of Trust or herein, after the Purchaser or the Paying Agent shall have provided the Issuer and the City with written notice of such failure and the Issuer or the City, as applicable, shall have failed to remedy such failure within thirty (30) days of receipt of such written notice (provided that such period shall be extended beyond thirty (30) days if the failure is not capable of being remedied within such period and the Issuer or the City, as applicable, is proceeding in good faith with all reasonable dispatch to remedy the same) or violation of or failure to observe any provision of any pertinent law. Page 19 of 26  Upon the happening of any Event of Default specified above, then, and in every such case, the Bondholders may proceed to protect and enforce their rights by an appropriate action in any court of competent jurisdiction, either for the specific performance (to the extent available) of any covenant or agreement, or execution of any power, or for the enforcement of any proper legal or equitable remedy as shall be deemed most effectual to protect and enforce such rights, and, to the fullest extent applicable, shall have all rights, remedies and powers of a secured party under the Uniform Commercial Code of West Virginia, as the same may now be in effect or hereafter amended. Upon application by any Bondholder, such court may, upon proof of such default, appoint a receiver or receivers of the Facilities and the rents, revenues, issues, earnings, income and products of the Facilities, pending such proceedings, with such powers as the court making such appointment shall direct. In addition, upon the happening of any Event of Default specified herein, the Bondholders may declare the entire principal amount of the Series 2022 A Bonds then outstanding hereunder and the interest accrued thereon immediately due and payable, and the said entire principal and interest shall thereupon become and be immediately due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything herein to the contrary notwithstanding. Upon the happening of any Event of Default specified above or otherwise, the Bondholders shall also have each and every right and remedy provided in the Act and provided in the Lease, the Assignment, the Funds Assignment or the Deed of Trust each and every one of which is cumulative and in addition to any other right or remedy given herein or therein or now or hereafter existing at law or in equity or by statute, and none of which shall be exclusive. Section 13. The Deed of Trust, pursuant to which the Issuer will convey the Encumbered Facilities in trust to the trustee named therein for the benefit and security of the Purchaser to secure repayment of the Series 2022 A Bonds, substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer. The Chairman of the Issuer shall execute, acknowledge, as necessary, and deliver the Deed of Trust, and the Secretary of the Issuer is hereby authorized and directed to affix the seal of the Issuer thereto and to attest the seal. The execution of the Deed of Trust by the Chairman shall be conclusive evidence of any approval required of the Issuer by this Section. Section 14. The Lease, pursuant to which the City will lease the Facilities from the Issuer and agree to pay Lease Rentals (but only from the sources set forth therein) in amounts sufficient to pay the principal of and interest on the Bonds and any other amounts as set forth therein, substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer and the City. The Chairman shall execute, acknowledge, as necessary, and deliver the Lease, and the Secretary is hereby authorized and directed to affix the seal of the Issuer thereto and to attest the seal. The execution of the Lease by the Chairman shall be conclusive evidence of any approval required of the Issuer by this Section. Page 20 of 26  Section 15. The Assignment, pursuant to which the Issuer will assign unto the Purchaser the Lease Rentals payable to the Issuer by the City under the Lease, substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer. The Chairman shall execute, acknowledge, as necessary, and deliver the Assignment, and the Secretary is hereby authorized and directed to affix the seal of the Issuer thereto and to attest the seal. The execution of the Assignment by the Chairman shall be conclusive evidence of any approval required of the Issuer by this Section. Section 16. The Funds Assignment, pursuant to which the Issuer assigns unto the Purchaser the monies on deposit in certain funds and accounts established for the Series 2022 A Bonds pursuant to the Lease, substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer. The Chairman shall execute, acknowledge, as necessary, and deliver the Funds Assignment and the Secretary is hereby authorized and directed to affix the seal of the Issuer thereto and to attest the seal. The execution of the Funds Assignment by the Chairman shall be conclusive evidence of any approval required by this Section. Section 17. The Series 2022 A Bonds, substantially in the form set forth in this Ordinance, shall be and the same are hereby approved in all respects. The execution of the Series 2022 A Bonds by the Chairman shall be conclusive evidence of any approval required of the Issuer by this Section. The sale of the Series 2022 A Bonds to the Purchaser is hereby approved and the purchase price of the Series 2022 A Bonds shall be 100% of par value, there being no interest accrued thereon. The Chairman shall execute, acknowledge, as necessary, and deliver the Series 2022 A Bonds with such changes, insertions, variations and omissions as may be approved by the Chairman, and the Secretary is hereby authorized and directed to affix the seal of the Issuer thereto and to attest the seal. The execution of the Series 2022 A Bonds by the Chairman shall be conclusive evidence of any approval required by this Section. Section 18. The Bond Purchase Agreement, substantially in the form as submitted to this meeting and made a part of this Ordinance as though set forth herein, shall be and the same is hereby approved, with such changes, variations, insertions and omissions as may be approved by the Issuer. The Chairman shall execute, acknowledge, as necessary, and deliver the Bond Purchase Agreement, and the Secretary is hereby authorized and directed to affix the seal of the Issuer thereto and to attest the seal. The execution of the Bond Purchase Agreement by the Chairman shall be conclusive evidence of any approval required by the Section. Section 19. All covenants, stipulations, obligations and agreements of the Issuer contained herein and contained in the Lease, the Assignment, the Funds Assignment, the Deed of Trust, the Tax Certificate and the Bond Purchase Agreement shall be deemed to be the special and limited covenants, stipulations, obligations and agreements of the Issuer to the full extent permitted by law, and such covenants, stipulations, obligations and agreements shall be binding upon the Issuer and its successors from time to time and upon any board or body to which any powers or duties affecting such covenants, stipulations, obligations and agreements, shall be transferred by or in accordance with law. Except as otherwise provided herein, all Page 21 of 26 rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the officials thereof by the provisions hereof and by the Lease, the Assignment, the Deed of Trust, the Series 2022 A Bonds and the Tax Certificate shall be exercised or performed by the Issuer or by such officers, board or body as may be required or permitted by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Lease, the Assignment, the Funds Assignment, the Deed of Trust, the Series 2022 A Bonds, the Tax Certificate or the Bond Purchase Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any officer, agent or employee of the Issuer in his or her individual capacity and neither the members of the Issuer nor any officer executing the Series 2022 A Bonds shall be liable personally on the Series 2022 A Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 20. The Issuer hereby covenants that, so long as any of the Series 2022 A Bonds issued hereunder are outstanding, it will not issue any bonds, notes, obligations or other evidences of indebtedness with a lien on or otherwise payable from any source of payment pledged for such Series 2022 A Bonds prior to or on a parity with the lien on behalf of such Series 2022 A Bonds without the consent of the Purchaser. Nothing contained herein shall, however, prohibit the Issuer from issuing bonds, notes or other evidences of indebtedness with a lien or otherwise payable from any source not pledged for the Series 2022 A Bonds. Section 21. Unless otherwise excepted, the Issuer covenants to make, or cause to be made, all rebate calculations, computations and payments in the time, manner and as required in Section 148(f) of the Code and otherwise covenants and agrees to comply with the provisions of such Section 148(f) of the Code. In the event of a failure to pay any such amount or amounts, the Issuer will pay, from any lawful sources available therefor, to the United States an amount equal to the sum of 50% of the amount not paid, plus interest at the required rate on the portion of the amount which was not paid on the required date, beginning on such date, unless waived. In order to provide for the administration of this Section 20, the Issuer may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Issuer may deem appropriate. Section 22. The Issuer hereby further covenants and agrees as follows: A. PRIVATE BUSINESS USE LIMITATION. The Issuer shall assure that (i) not in excess of 10% of the Net Proceeds of the Series 2022 A Bonds are used for Private Business Use if, in addition, the payment of more than 10% of the principal or 10% of the interest due on the Series 2022 A Bonds during the term thereof is, under the terms of the Series 2022 A Bonds or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for a Private Business Use or in payments in respect of property used or to be used for a Private Business Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for a Private Business Use; and (ii) and that, in the event that both (A) in excess of 5% of the Net Proceeds of the Series 2022 A Bonds are used for a Private Business Use, and (B) an amount in excess of 5% of the principal or 5% of the interest due on the Series 2022 A Bonds during the term thereof is, under Page 22 of 26 the terms of the Series 2022 A Bonds or any underlying arrangement, directly or indirectly, secured by any interest in property used or to be used for said Private Business Use or in payments in respect of property used or to be used for said Private Business Use or is to be derived from payments, whether or not to the Issuer, in respect of property or borrowed money used or to be used for said Private Business Use, then said excess over said 5% of Net Proceeds of the Series 2022 A Bonds used for a Private Business Use shall be used for a Private Business Use related to the governmental use of the Facilities, or if the Series 2022 A Bonds are for the purpose of financing more than one project, a portion of the Facilities, and shall not exceed the proceeds used for the governmental use of the portion of the Facilities to which such Private Business Use is related. All of the foregoing shall be determined as provided in the Code. B. PRIVATE LOAN LIMITATION. The Issuer shall assure that not in excess of the lesser of 5% of the Net Proceeds of the Series 2022 A Bonds or $________________ are used, directly or indirectly, to make or finance a loan (other than loans constituting Nonpurpose Investments) to persons other than state or local government units. C. INFORMATION RETURN. The Issuer will timely file all statements, documents and returns necessary to assure the exclusion from gross income of the interest on the Series 2022 A Bonds for federal income tax purposes, including without limitation, the information return required under Section 149(e) of the Code. D. FEDERAL GUARANTEE PROHIBITION. The Issuer shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Series 2022 A Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code and the Regulations promulgated thereunder. E. FURTHER ACTIONS. The Issuer will take all actions that may be required of it so that the interest on the Series 2022 A Bonds will be and remain excluded from gross income for federal income tax purposes and will not take any actions or fail to take any actions the result of which would adversely affect such exclusion. Section 23. The firm of Steptoe & Johnson PLLC, Bridgeport, West Virginia, is hereby designated as bond counsel and special project counsel to the Issuer in connection with the issuance of the Series 2022 Bonds. Section 24. This Ordinance may not be modified or amended after the Closing Date without the prior written consent of 100% of the holders of the Series 2022 A Bonds, except that no consent of any of the holders of the Series 2022 A Bonds shall be required to make such additions, deletions or modifications as may be necessary to assure compliance with Section 148(f) of the Code relating to the required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure the exemption from federal income taxation of interest on the Series 2022 A Bonds. Section 25. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid, to the Bondholders, the principal of and interest due or to become due thereon, at the times or in the manner stipulated therein and in this Ordinance, then the Series 2022 A Bonds Page 23 of 26 shall be considered to have been paid in full pursuant hereto, and the liens, security interests and pledges hereby granted shall be deemed to be and shall be canceled and discharged; and all covenants, agreements and other obligations of the Issuer to the Bondholders shall thereupon cease, terminate and become void, except as may otherwise be necessary to assure the exclusion of interest on the Series 2022 A Bonds from gross income for federal income tax purposes. Section 26. If any one or more of the covenants, agreements or provisions hereof should be held contrary to any express provision of law or contrary to the policy of express law, although not expressly prohibited, or against public policy, or shall for any reason whatsoever be held or determined invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severable from the remaining covenants, agreements or provisions hereof, and shall in no way affect the validity of all the other provisions hereof or the Bonds. Section 27. The execution, delivery, acceptance and/or due performance of the Series 2022 A Bonds, the Lease, the Assignment, the Funds Assignment, the Deed of Trust, the Tax Certificate and the Bond Purchase Agreement are hereby in all respects approved, authorized, ratified and confirmed, and it is hereby ordered that the Chairman, the Secretary and other board members, officers and employees of the Issuer execute and deliver such other documents, certificates, agreements and instruments and take such other action as may be required or desirable to carry out the purposes of this Ordinance, the Series 2022 A Bonds and the aforesaid documents, agreements, instruments and certificates. Any requirement for execution or attestation of the Series 2022 A Bonds, the Lease, the Assignment, the Funds Assignment, the Deed of Trust, the Tax Certificate, the Bond Purchase Agreement or any certificate or other document, agreement or instrument, or affixing of the seal of the Issuer thereon, by a Chairman, President or Secretary or other officer shall mean that such Series 2022 A Bonds, the Lease, the Assignment, the Funds Assignment, the Deed of Trust, the Tax Certificate, the Bond Purchase Agreement, certificate or other document, agreement or instrument may be executed or attested or such seal affixed by the Vice Chairman, Vice-President, Assistant or Acting Secretary or Assistant to such other officer, notwithstanding anything herein to the contrary. Section 28. All ordinances, orders, resolutions or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed. Section 29. The Issuer covenants that all acts, conditions, things and procedures required to exist, to happen, to be performed or to be taken precedent to and in the adoption and enactment of this Ordinance do exist, have happened, have been performed and have been taken in regular and due time, form and manner as required by and in full compliance with the laws and Constitution of the State of West Virginia applicable thereto; and that the Chairman, Secretary and members of the Board were at all times when any actions in connection with this Ordinance occurred and are duly in office and duly qualified for such office. Section 30. This Ordinance shall take effect immediately following the public hearing hereon. Page 24 of 26  Section 31. Upon adoption on second reading, an abstract of this Ordinance, determined by the Issuer to contain sufficient information as to give notice of the contents hereof, shall be published once a week for two successive weeks within a period of fourteen (14) consecutive days, with at least six (6) full days intervening between each publication, in The Dominion Post, a newspaper published and of general circulation in the City, together with a notice stating that this Ordinance has been adopted and that the Issuer contemplates the issuance of the Series 2022 A Bonds, and that any person interested may appear before the Issuer upon a date certain, not less than ten (10) days subsequent to the date of the first publication of the said abstract and notice, and present protests, and that a certified copy of the Ordinance is on file in the office of the Secretary of the Issuer for review by interested parties during regular office hours. At such hearing, all objections and suggestions shall be heard, and the members of the Issuer shall take such action as they shall deem proper in the premises. Adopted on First Reading: _______________, 2022 Enacted on Second Reading: _______________, 2022 Placed Into Effect on Third Reading Following Public Hearing: _______________, 2022 MORGANTOWN BUILDING COMMISSION By: _______________________________ Its Chairman Page 25 of 26  CERTIFICATION The undersigned, being the duly qualified, elected and acting Secretary of the Morgantown Building Commission, does hereby certify that the foregoing Ordinance was duly adopted and enacted by the Morgantown Building Commission following a public hearing thereon, at regular or special meetings duly held, pursuant to proper notice thereof, on _______________, 2022, _______________, 2022 and _______________, 2022, a quorum being present and acting throughout, and which Ordinance has not been repealed, rescinded, modified, amended or revoked and is a true, correct and complete copy thereof as witness my hand and the seal of the Morgantown Building Commission this _______________, 2022. By: _______________________________ Its Secretary Page 26 of 26