The Board of Trustees of Miami Township, Clermont County, Ohio met in regular session at the Miami Township Civic Building on November 4, 2004 with the following members present: Edwin H. Humphrey, Joseph. W. Uecker and Mary Makley Wolff.
MRS. WOLFF made a motion to adopt the following Resolution:
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $2,940,000 TOWNSHIP BUILDING BONDS, DISPENSING WITH THE SECOND READING
WHEREAS, Chapter 133 of the Ohio Revised Code provides authority for this
Board to issue its obligations to finance the cost of acquiring and constructing
improvements to a township building for use by the recreation an police
departments, including land acquisition, construction, equipping, planning and
legal costs; and
WHEREAS, the Clerk, the fiscal officer of this Township has heretofore estimated
that the life of the improvements hereinafter described is at least five (5)
years, and certified that the maximum maturity of the bonds issued therefor is
thirty (30) years; and
WHEREAS, the Board intends to acquire and construct improvements to a township
building for use by the recreation and police departments as described in
Section 1 hereof, the cost of the portion thereof which is to be financed with
the proceeds of these Bonds being not in excess of $2,940,000.
NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of Miami Township
("Board"), Clermont County, Ohio by authority of Chapter 504 and
Chapter 133 of the Ohio Revised Code, as follows:
SECTION 1: That it is necessary to issue Bonds of the Board in the principal
sum of not to exceed $2,940,000 for the purpose of paying the cost of acquiring
and constructing improvements to a township building for use by the recreation
and police departments, including land acquisition, construction planning and
legal costs, together with permissible costs under the Uniform Public Securities
Law, including financing costs, the cost of municipal bond insurance (if any),
the cost of printing the Bonds or other evidences of indebtedness, expense of
delivery of bonds, the cost of expenses of The Depository Trust Company, service
charges of the paying agent, legal services and obtaining an approving legal
opinion and other permissible costs, under authority of the general laws of the
State of Ohio, particularly Chapter 133 of the Ohio Revised Code. Said Bonds
shall be dated, shall mature, shall bear interest, and shall be subject to
mandatory and optional redemption as set forth in the Bond Purchase Agreement
which is hereby authorized and which shall be executed by the Township
Administrator without further action of this Board. The interest rate on the
Bonds shall not be in excess of six percent (6.00%) per annum. Said Bonds shall
be issued in denominations of $5,000 or integral multiples in excess thereof.
Interest shall be payable semiannually on June 1 and December 1 of each year,
until the principal sum is paid.
SECTION 2. Said Bonds shall be designated "Township Building Bonds".
The Bonds shall express upon their faces the purpose for which they are issued
and that they are issued in pursuance of this resolution. The Bonds shall be in
fully registered form. The Bonds shall bear the signatures of the members of
this Board of Trustees and of the Township Clerk, which may be facsimile
signatures, provided that the Bonds shall bear the manual authenticating
signature of an authorized representative of the paying agent and registrar as
determined by the Township Administrator and set forth in the Bond Purchase
Agreement (the "Paying Agent and Registrar") for the Bonds. The
principal amount of each Bond shall be payable at the principal office of the
Paying Agent and Registrar and interest thereon shall be payable on each
interest payment date to the person whose name appears on the record date (May
15 and November 15 for each June 1 and December 1 interest payment date,
respectively) on the bond registration records as the registered owner thereof,
by check or draft mailed to such registered owner's address as it appears on
such registration records.
The Bonds shall be transferable by the registered holder thereof in person or by
his attorney duly authorized in writing at the principal office of the Paying
Agent and Registrar upon presentation and surrender thereof to the Paying Agent
and Registrar. The Township and the Paying Agent and Registrar shall not be
required to transfer any Bond during the 15-day period preceding any Interest
Payment Date, and no such transfer shall be effective until entered upon the
registration records maintained by the Paying Agent and Registrar. Upon such
transfer, a new Bond or Bonds of authorized denominations of the same maturity
and for the same aggregate principal amount will be issued to the transferee in
exchange therefor.
The Township and the Paying Agent and Registrar may deem and treat the
registered owner of the Bonds as the absolute owner thereof for all purposes,
and neither the Township nor the Paying Agent and Registrar shall be affected by
any notice to the contrary.
SECTION 3. This Board is hereby authorized to combine these Bonds with one other
bond issue authorized under separate legislation into a single consolidated
issue of bonds for purposes of their sale as a single issue. If so combined, the
consolidated issue of bonds shall be known as "Various Purpose Bonds,
Series 2004"; such consolidated issue shall be dated, mature and bear
interest, be executed and be denominated in a manner consistent with the
provisions of this resolution relating to the bonds authorized herein. The
proceeds from the sale of such consolidated issue shall be apportioned,
deposited and credited in accordance with Section 133.32 of the Revised Code to
the respective purposes and funds in accordance with the amount of bonds
authorized by this resolution and the amount of bonds authorized by the
resolution providing for the issuance of not to exceed $2,940,000 Township
Building Bonds.
SECTION 4. The full faith, credit and revenues of the Township are hereby
irrevocably pledged and for the purpose of providing the necessary funds to pay
the interest on the foregoing issue of Bonds promptly when and as the same falls
due, and also to provide a fund sufficient to discharge the Bonds at maturity,
there shall be and is hereby levied on all the taxable property in said
Township, in addition to all other taxes, a direct tax annually during the
period said Bonds are to run, inside of the limitations of Section 2 of Article
XII of the Constitution of Ohio, which tax shall be sufficient in amount to
provide for the payment of the interest upon said Bonds when and as the same
falls due and to provide for the retirement and discharge of the principal of
said Bonds at maturity.
Said tax shall be and is hereby ordered computed, certified, levied and extended
upon the tax duplicate and collected by the same officers, in the same manner
and at the same time that taxes for general purposes for each of said years are
certified, extended and collected. Said tax shall be placed before and in
preference to all other items and for the full amount thereof. The funds derived
from said tax levies hereby required shall be placed in a separate and distinct
fund, which, together with all interest collected on the same, shall be
irrevocably pledged for the payment of the interest and the principal of said
Bonds when and as the same fall due; provided, however, to the extent that in
each year other available funds, including Service Payments in Lieu of Taxes,
are appropriated and applied to the payment of the principal and interest of
said Bonds, the amount of such tax shall be reduced by the amount of said funds
so appropriated and applied to such payment.
SECTION 5. That said Bonds shall be sold by the Township Administrator, at
public or private sale, as set forth in the Bond Purchase Agreement. The
proceeds from the sale of said Bonds, except the premium, if any, and accrued
interest, shall be used for the purposes aforesaid and for no other purpose; the
premium and accrued interest, if any, shall be transferred to the bond
retirement fund to be applied to the payment of the principal of and interest on
said Bonds in the manner provided by law.
SECTION 6. That the Board hereby covenants that it will restrict the use of the
proceeds of said Bonds hereby authorized in such manner and to such extent, if
any, and take such other actions as may be necessary, after taking into account
reasonable expectations at the time the debt is incurred, so that they will not
constitute obligations the interest on which is subject to federal income
taxation or "arbitrage bonds" under Section 103(b)(2) and 148 of the
Internal Revenue Code of 1986, as amended (the "Code") and the
regulations prescribed thereunder. The Clerk or any other officer having
responsibility with respect to the issuance of the Bonds is authorized and
directed to give an appropriate certificate on behalf of the Board, on the date
of delivery of the Bonds for inclusion in the transcript of proceedings, setting
forth the facts, estimates and circumstances and reasonable expectations
pertaining to the use of the proceeds thereof and the provisions of said
Sections 103(b)(2) and 148 and regulations thereunder.
These Bonds are hereby designated "qualified tax-exempt obligations"
for the purposes set forth in Section 265(b)(3) of the Internal Revenue Code of
1986, as amended, the issue does not expect to issue more than $10,000,000 in
tax-exempt obligations during this calendar year.
SECTION 7. That it is hereby determined that all acts, conditions and things
necessary to be done precedent to and in the issuance of said Bonds in order to
make the same legal, valid and binding obligations of the Board have been done,
have happened and have been performed in regular and due form as required by
law, and that said issue of Bonds and the tax for the payment of their principal
and interest as the same fall due and are payable do not exceed any limitations
of indebtedness or taxation fixed by law.
SECTION 8. That this Board hereby authorizes any member hereof, the
Administrator or the Clerk to take any and all actions which may be necessary to
issue the Bonds in book-entry only form without further action by this Board,
and further authorizes any member hereof the Administrator or the Clerk to
execute any documents necessary or appropriate to accomplish the issuance of the
Bonds.
SECTION 9. The Clerk and the Administrator are hereby authorized to prepare and
cause to be circulated a preliminary official statement with respect to the
Bonds in form and content satisfactory to them, and to prepare, execute and
deliver to the original purchaser of the bonds a reasonable number of copies of
an official statement which shall be deemed to be final for purposes of SEC
Rules 15c2-12. The execution of the final official statement by such officer
shall be conclusive evidence of its authorization and approval.
SECTION 10. The Clerk or the Administrator having charge with respect to the
issuance of the Bonds is hereby further authorized to execute on behalf of the
Township a Continuing Disclosure Certificate, in such form and containing such
terms, covenants and conditions not inconsistent with this Resolution, and to
take such other actions as may be necessary to comply with the requirements of
Securities and Exchange Commission Rule 15c2-12, as amended from time to time.
SECTION 11. The Clerk or the Administrator is hereby authorized to apply, if he
deems it appropriate, for a rating on the Bonds from either Standard &
Poor's Corporation or Moody's Investors Service, and/or to purchase bond
insurance, and to pay the fee or premium for said rating and/or insurance to the
extent authorized by law and approved by bond counsel.
SECTION 12: The Board does hereby dispense with the requirement that this
Resolution be read on two separate days, pursuant to Section 504.10 of the Ohio
Revised Code, and authorizes the adoption of this Resolution upon its first
reading.
SECTION 13: That this Board of Trustees hereby finds and determines that all
formal actions relative to the passage of this Resolution were taken in an open
meeting of this Board, and that all deliberations of this Board and of its
Committees, if any, which resulted in formal action, were taken in meetings open
to the public, in full compliance with applicable legal requirements, including
Section 121.22 of the Ohio Revised Code.
SECTION 14: That the Clerk of the Board be and is hereby directed to forward a
certified copy of this resolution to the County Auditor.
SECTION 15: This Resolution shall take effect at the earliest period allowed by
law.
First Reading: November 4, 2004
Second Reading: Dispensed with
Effective: December 4, 2004
MR. UECKER seconded the motion to adopt the Resolution. On the roll call being called the vote resulted as follows:
Mr. Humphrey AYE
Mr. Uecker AYE
Mrs. Wolff AYE
Resolution 2004 - 41 adopted November 4, 2004.