The Board of Trustees of Miami Township, Clermont County, Ohio met in regular session at the Miami Township Civic Building on April 6, 2004 with the following members present: Edwin H. Humphrey, Joseph W. Uecker and Mary Makley Wolff.
MR. UECKER made a motion to adopt the following Resolution:
A RESOLUTION AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A RENEWABLE LEASE-PURCHASE AGREEMENT FOR THE FINANCING OF THE PROJECT FACILITIES/EQUIPMENT OR A PORTION THEREOF AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATED TO SUCH LEASE
WHEREAS, a board of township trustees, a joint township police district board and a board of fire district trustees of a fire district created under Section 505.371 of the Ohio Revised Code (each, a "Governing Body") are authorized under various provisions of Chapter 505 of the Ohio Revised Code, including, but not limited to, Sections 505.262 and 505.267 thereof, and other Chapters of the Ohio Revised Code, to acquire, purchase, construct, rent, lease, enlarge, improve, equip, maintain, operate, rebuild, repair or furnish sites, buildings, equipment or other personal property for an authorized public purpose; and
WHEREAS, the Governing Body of Miami Township, Ohio (the "Political Subdivision") now desires pursuant to Sections 505.267 of the Ohio Revised Code to provide for purchase of park maintenance equipment and all necessary appurtenances thereto (the "Project Facilities/Equipment"), and in order to acquire the Project Facilities/Equipment to enter into a lease-purchase agreement (the "Lease") pursuant to Section 505.267 of the Ohio Revised Code with Ohio Township Association Leasing, LLC, a limited liability company duly organized and existing under the laws of the State of Ohio ("OTA Leasing"), under which the Governing Body of the Political Subdivision will lease from OTA Leasing and OTA Leasing will lease to the Governing Body of the Political Subdivision the Project Facilities/Equipment with an option to purchase the Project Facilities/Equipment at the end of the final term of the Lease; and
WHEREAS, the Political Subdivision has adopted a limited home rule government as provided for in Sections 504.10 through 504.21 of the Ohio Revised Code; and
WHEREAS, OTA Leasing will absolutely assign all of its rights, title and interests under the Lease to a financial institution agreed to by the Governing Body (such agreement being evidenced by the Governing Body's execution and delivery of the Lease), as assignee, (the "Assignee"), in consideration of the Assignee's making available to or on the order of the Governing Body sufficient moneys to pay in full the purchase price of the Project Facilities/Equipment upon delivery and acceptance of such Project Facilities/Equipment by the Governing Body.
NOW THEREFORE, BE IT RESOLVED by the Board of Trustees of Miami Township, Clermont County, Ohio by authority of Sections 505.262 and 505.267 of the Ohio Revised Code, as follows:
SECTION 1: Findings and Determinations of Governing Body of the Political Subdivision. This Governing Body of the Political Subdivision hereby finds and determines that (i) the Project Facilities/Equipment will be public property to be used for public purposes, (ii) the Project Facilities/Equipment is essential to the proper, efficient and economic operation of the Political Subdivision and (iii) in order to implement the financing of the Project Facilities/Equipment, it is necessary and desirable and in the best interests of the Political Subdivision to enter into the Lease and other related documents and certificates for the purposes set forth in the Lease.
SECTION 2: Authorization To Execute and Approval of Documents. The Administrator of the Political Subdivision (the "Administrator") is hereby authorized and directed to make a written contract or contracts for the Project Facilities/Equipment in accordance with the laws of the State and, if required by the laws of the State, to take bids for the Project Facilities/Equipment in such manner as to permit an award to be made by separate contract for each item or for any combination of said items as the Clerk shall determine.
The Lease in substantially the forms on file in the office of the Administrator is hereby approved and the Governing Body of the Political Subdivision hereby authorizes the execution and delivery of the Lease by the Governing Body with any changes therein as are not adverse to the Political Subdivision; and the fact that any such changes are not adverse to the Political Subdivision shall be evidenced by execution of the Lease by the Governing Body of the Political Subdivision. The Lease shall be executed in the same manner as is provided in Section 133.27 of the Ohio Revised Code for the execution of Chapter 133 Securities (as defined for such Section) on behalf of a township.
Subject to and in consideration of the execution and delivery of the Lease and the Ground Lease by the Political Subdivision and the assignment thereof by OTA Leasing to the Assignee, the purchase price of the Project and any other costs related to the Project, including, but not limited to, the reimbursement of moneys advanced by the Township for the acquisition of the Project in accordance with and pursuant to Section 133.15 of the Ohio Revised Code, and its financing by the Assignee pursuant to the Lease shall be paid by the Assignee.
SECTION 3: Terms of the Lease. The Administrator is hereby authorized and directed to negotiate and provide for the terms of the Base Rentals and any applicable Additional Rentals, as defined in the Lease, including, but not limited to, the aggregate principal component thereof, which for the initial term and all renewal terms in aggregate shall not exceed $125,000 and the interest components thereof which interest components shall be fixed rate interest components and which fixed rate interest components shall not exceed ten percent (10%) per annum. Such Base Rentals, and the principal and interest components thereof, shall be set forth in an exhibit to the Lease.
SECTION 4: Additional Authorizations. The Administrator and this Governing Body of the Political Subdivision are each hereby authorized and directed to take any and all other actions and to execute any and all other certificates and documents as may be required by the Assignee or as may in their judgment be necessary, desirable, advisable or appropriate in connection with the execution and delivery of the Lease in order to give effect to the transactions contemplated to be performed on the part of the Political Subdivision under the Lease.
SECTION 5: Authorizations relating to Compliance with Federal Tax Laws. The Administrator and this Governing Body of the Political Subdivision is authorized and directed (a) to cooperate with OTA Leasing and the Assignee by making, on behalf of the Political Subdivision, such covenants and representations in the Lease as are appropriate and necessary with respect to causing the interest component of the Base Rentals to be and remain excluded from gross income of the Assignee for federal income tax purposes and (b) to give an appropriate certificate of the Political Subdivision setting forth the reasonable expectations of the Political Subdivision regarding the amount and use of all the proceeds of the Lease, the facts, circumstances and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of the interest component of the Base Rentals. The Clerk and other appropriate officers are hereby further authorized and directed to take any and all actions, make calculations and rebate payments, and make or give reports and certifications, as may be appropriate to assure that the interest component of the Base Rentals will be and remain excluded from gross income for federal income tax purposes.
SECTION 6: Appropriation of Lease Rental Payments for Initial Term. To provide for the payment of Lease Rental Payments coming due during the Initial Term of the Lease, there is hereby appropriated from the General Fund of the Political Subdivision an amount equal to the Lease Rental Payments set forth in Exhibit B to the form of Lease for the Lease Rental Payment Dates to occur during such Initial Term.
SECTION 7: Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution.
SECTION 8: Open Meeting Law. This Governing Body hereby finds and determines that all formal actions relative to the adoption of this Resolution were taken in an open meeting of this Governing Body, and that all deliberations of this Governing Body and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements.
SECTION 9: Conflicts. All resolutions, orders or parts thereof in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed and the provisions of this Resolution shall prevail and be given effect.
SECTION 10: 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 11: That this Board 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 12: This Resolution shall take effect at the earliest period allowed by law.
First Reading: April 6, 2004
Second Reading: Dispensed with
Effective: May 6, 2004
MRS. WOLFF 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- 05 adopted April 6, 2004.