The Board of Trustees of Miami Township, Clermont County, Ohio met
in regular session at the Miami Township Civic Building on July 18,
2006 with the following members present: Edwin H. Humphrey, Ken Tracy
and Mary Makley Wolff.
MR. TRACY made a motion to adopt the following Resolution:
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $700,000 AMBULANCE ACQUISITION 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 an ambulance for use by the fire department, including land
acquisition, construction, equipping, planning and legal costs; and
WHEREAS, the Fiscal Officer, 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 ten (10) years; and
WHEREAS, the Board intends to acquire four ambulances for use by the
fire department 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 $700,000.
NOW, THEREFORE, BE IT RESOLVED by the Board of Township Trustees of
Miami Township, County of Clermont (the "Township"), Ohio:
SECTION 1. That it is necessary to issue Bonds of the Board in the
principal sum of not to exceed $700,000 for the purpose of paying the
cost of acquiring four ambulances for use by the fire department,
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 "Ambulance Acquisition
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 Fiscal Officer, 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 2006"; 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 $350,000 Road Improvement Bonds (Tax Increment Financing
Project).
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
or Fiscal Officer, 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
Fiscal Officer 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 Fiscal Officer 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 Fiscal Officer to execute any
documents necessary or appropriate to accomplish the issuance of the
Bonds.
SECTION 9. The Fiscal Officer 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 Fiscal Officer 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 Fiscal Officer 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.That the Fiscal Officer of this Board of Township Trustees
is hereby directed to forward a certified copy of this resolution to
the County Auditor of Clermont County.
SECTION 13. 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 14. 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 15: This Resolution shall take effect at the earliest period allowed by law.
First Reading: July 18, 2006
Second Reading: Dispensed with
Effective: August 17, 2006
MRS. WOLFF seconded the motion to adopt the Resolution. On the roll call being called the vote resulted as follows:
Mr. Humphrey AYE
Mr. Tracy AYE
Mrs. Wolff AYE
Resolution 2006-43 adopted July 18, 2006