Record of Ordinances

Ordinance No.: 2001-30                                            Passed: Oct. 22, 2001

AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF $51,000 BOND FOR THE ACQUISITION OF A FREIGHTLINER FL-70 TANKER FIRE TRUCK, AND DECLARING AN EMERGENCY.

     WHEREAS, the Clerk-Treasurer has certified that the estimated life or period of usefulness of the improvement described in Section 1 is at least five years and the maximum maturity of the Bond described in Section 1 is ten years;

     NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of West Lafayette, Coshocton County, Ohio, that:

     Section 1.  It is necessary to issue a bond of this Village in the aggregate principal amount of $51,000 (the Bond) for the acquisition of a Freightliner FL-70 tanker fire truck.

     Section 2.  The Bond shall be issued only as a single fully registered bond representing the entire principal amount.  The Bond shall be dated as of November 1, 2001.

     The Bond shall bear interest at the rate of 4.35% per year (computed on a 360‑day per year basis), payable on the first day of each month of each year (the Interest Payment Dates), commencing December 1, 2001, until the principal amount has been paid or provided for.  The Bond shall bear interest from the most recent date to which interest has been paid or provided for or, if no interest has been paid or provided for, from the date of its issuance.

     The Bond shall mature on the first day of the month in the years and principal amounts as follows:

These maturities are determined to be such that the total principal and interest payment on the Bond in any fiscal year in which principal is payable is substantially equal.

     The Bond is not subject to redemption prior to maturity.

     Section 3.  The Bond shall be signed by the Mayor and the Clerk-Treasurer, in the name of the Village and in their official capacities, provided that either or both of those signatures may be a facsimile.  The Bond shall express upon its face the purpose, in summary terms, for which it is issued and that it is issued pursuant to this ordinance.  No Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this ordinance unless and until the certificate of authentication printed on the Bond is signed by the Bond Registrar (as defined in Section 4) as authenticating agent.  Authentication by the Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued, signed and delivered under, and is entitled to the security and benefit of, this ordinance.  The certificate of authentication may be signed by any authorized officer or employee of the Bond Registrar or by any other person acting as an agent of the Bond Registrar and approved by the Auditor on behalf of the Village.  The same person need not sign the certificate of authentication on all of the Bonds.

     Section 4.  (a) The Clerk-Treasurer is appointed to act as the authenticating agent, bond registrar, transfer agent and paying agent for the Bond (the Bond Registrar). The Clerk-Treasurer may resign as Bond Registrar, or may be removed as Bond Registrar by this Council, at any time after this Council has appointed a banking institution to succeed the Clerk-Treasurer as authenticating agent, bond registrar, transfer agent and paying agent for the Bond, which banking institution shall then be the Bond Registrar for all purposes of this ordinance and the Bond.

     (b)     The Bond Registrar will complete the Bond to be originally delivered to the original purchaser of the Bond by inserting the appropriate information into the Bond form and will record the name and address of the owner of the Bond in the Bond Register (as defined below).

     (c) The Bond Registrar will sign the Certificate of Authentication on the Bond to be originally delivered to the original purchaser of the Bond.

     (d)     The Bond Registrar shall hold in safekeeping any Bond forms not originally delivered to the original purchaser of the Bond, and shall notify the Village of any need for additional Bond forms in sufficient time to permit an adequate supply to be available for exchange or transfer.

     (e) So long as the Bond remains outstanding, the Bond Registrar will maintain and keep at its office all books and records necessary for the registration, exchange and transfer of Bond as provided in this Section (the Bond Register).  The person in whose name a Bond is registered on the Bond Register shall be regarded as the absolute owner of the Bond for all purposes of this resolution.  Payment of or on account of the principal of and interest on any Bond shall be made only to or upon the order of that person; neither the Village nor the Bond Registrar shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section 4.  All such payments shall be valid and effectual to satisfy and discharge the Village’s liability upon the Bond, including interest, to the extent of the amount or amounts so paid.

     (f)      A Bond may be transferred only on the Bond Register and only upon presentation and surrender of the Bond at the office of the Bond Registrar together with an assignment signed by the owner of the Bond or by a person legally empowered to do so in a form satisfactory to the Bond Registrar.  Upon such exchange or transfer, the Bond Registrar shall complete, authenticate and deliver a new Bond equal in the aggregate to the unmatured principal amount of the Bond surrendered and bearing interest at the same rate and maturing on the same date.

     (g)     If manual signatures on behalf of the Village are required, the Bond Registrar shall undertake the transfer of the Bond only after a new Bond is signed by the authorized officers of the Village.  In all cases of Bonds transferred, the Village shall sign and the Bond Registrar shall authenticate and deliver a new Bond in accordance with the provisions of this resolution.  The transfer shall be without charge to the owner, except that the Village and Bond Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge required to be paid with respect to the transfer.  The Village or the Bond Registrar may require that those charges, costs and expenses, if any, be paid before the procedure is begun for the exchange or transfer.  All Bonds issued and authenticated upon any transfer shall be valid obligations of the Village, evidencing the same debt, and entitled to the same security and benefit under this resolution, as the Bond surrendered upon that transfer.

     (h) The Bond Registrar shall complete, authenticate, deliver and register a new Bond to replace any Bond lost, stolen, destroyed or mutilated upon receiving written instructions to do so from the Clerk-Treasurer together with evidence of indemnification, from the owner of the Bond, of the Village and the Bond Registrar in a form satisfactory to the Village and the Bond Registrar.

     (i)  At any time and upon request by the Village, the Bond Registrar shall permit the Village to inspect the Bond Register and will provide the Village with a copy of the Bond Register.  Pursuant to Section 9.96 of the Revised Code the Bond Register is not a “public record” under Ohio law.  In the event of a request to the Bond Registrar by any person other than the Village for inspection of the Bond Register, the Bond Registrar shall notify the Village and will not permit that inspection unless it is approved by the Village, except that the Bond Registrar may permit an inspection pursuant to an order of a court of competent jurisdiction.

     (j) The Bond Registrar shall pay the principal of and interest on the Bond in accordance with this resolution, but only from money deposited with the Bond Registrar by the Village for that purpose.  The Village shall cause funds to be on deposit with the Bond Registrar in an amount sufficient and available to pay the interest, or principal and interest, then to be due no later than 10:00 a.m. (Ohio time) on the day on which that payment is to be made.

     Section 5.  The debt charges on the Bond shall be payable in lawful money of the United States of America without deduction for the services of the Bond Registrar as paying agent.  Principal shall be payable when due upon presentation, and in connection with any payment of the entire principal amount thereof, the surrender of the Bond at the office of the Bond Registrar.  The Bond Registrar shall evidence payments of principal on the payment schedule attached to the Bond. Interest on a Bond shall be paid on each Interest Payment Date by check or draft mailed by the Bond Registrar to the person in whose name the Bond was registered, and to that person’s address appearing, on the Bond Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the Record Date).

     Notwithstanding any provision of this resolution or of the Bond to the contrary, the Bond Registrar may enter into an agreement with the registered owner of the Bond providing for the making to that owner of any payment of principal of and interest on the Bond (other than any payment of the entire unpaid principal amount thereof) at a place and in a manner other than as provided in this resolution and the Bond, without presentation of the Bond, upon any conditions which shall be satisfactory to the Bond Registrar and, if not acting as Bond Registrar, the Clerk-Treasurer; provided that in any event, payment shall be made to the person or entity registered as the owner on the Registrar, (i) as to principal on the date on which the principal is due; and (ii) as to interest, as of the applicable Record Date or any date fixed for mandatory redemption as the case may be.

     Section 6.  The Bond is sold to The Heritage Bank at par plus any accrued interest in accordance with law and the provisions of this ordinance.  The Clerk-Treasurer shall cause the Bond to be prepared and signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Bond, to the original purchaser upon payment of the purchase price.  The Mayor, the Clerk-Treasurer and other Village officials, as appropriate, are each authorized and directed to sign any transcript certificates, financial statements and other documents and instruments and to take such actions as are necessary or appropriate to consummate the transactions contemplated by this Ordinance. 

     Section 7.  The proceeds from the sale of the Bond, except any premium and accrued interest, shall be paid into the proper fund or funds, and those proceeds are appropriated and shall be used for the purpose for which the Bond is being issued.  Any portion of those proceeds representing premium and accrued interest shall be paid into the Bond Retirement Fund.

     Section 8.  There shall be levied on all the taxable property in the Village, in addition to all other taxes, a direct tax annually during the period the Bond is outstanding in an amount sufficient to pay the debt charges on the Bond when due, which tax shall not be less than the interest and sinking fund tax required by Section 11 of Article XII of the Ohio Constitution.  The tax shall be unlimited as to amount or rate, shall be and is 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 those years are certified, levied, extended and collected, and shall be placed before and in preference to all other items and for the full amount thereof.  The proceeds of the tax levy shall be placed in the Bond Retirement Fund, which is irrevocably pledged for the payment of the debt charges on the Bond when and as the same fall due. 

     Section 9.  The Village covenants that it will use, and will restrict the use and investment of, the proceeds of the Bond in such manner and to such extent as may be necessary so that (a) the Bond will not (i) constitute a private activity bond, arbitrage bond or hedge bond under Sections 141, 148 or 149 of the Internal Revenue Code of 1986, as amended (the Code) or (ii) be treated other than as bonds to which Section 103(a) of the Code applies, and (b) the interest thereon will not be treated as an item of tax preference under Section 57 of the Code. 

     The Village further covenants that (a) it will take or cause to be taken such actions that may be required of it for the interest on the Bond to be and to remain excluded from gross income for federal income tax purposes, and (b) it will not take or authorize to be taken any actions that would adversely affect that exclusion, and (c) it, or persons acting for it, will, among other acts of compliance, (i) apply the proceeds of the Bond to the governmental purpose of the borrowing, (ii) restrict the yield on investment property acquired with those proceeds, (iii) make timely and adequate payments to the federal government, (iv) maintain books and records and make calculations and reports, and (v) refrain from certain uses of those proceeds, and, as applicable, of property financed with such proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest under the Code.

     The Bond is hereby designated as a “qualified tax exempt obligation” for purposes of Section 265(b)(3) of the Code.  In that connection, the Village hereby represents and covenants that it, together with all its subordinate entities or entities that issue obligations on its behalf, or on behalf of which it issues obligations, in or during the calendar year in which the Bond is issued, (i) have not issued and will not issue tax exempt obligations designated as “qualified tax exempt obligations” for purposes of Section 265(b)(3) of the Code, including the Bond, in an aggregate amount in excess of $10,000,000, and (ii) have not issued, do not reasonably anticipate issuing, and will not issue, tax exempt obligations (including the Bond, but excluding obligations, other than qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are private activity bonds as defined in Section 141 of the Code and excluding refunding obligations that are not advance refunding obligations as defined in Section 149(d)(5) of the Code) in an aggregate amount exceeding $10,000,000, unless the Village first obtains a written opinion of nationally recognized bond counsel that such designation or issuance, as applicable, will not adversely affect the status of the Bond as a “qualified tax exempt obligation”.  Further, the Village represents and covenants that, during any time or in any manner as might affect the status of the Bond as a “qualified tax exempt obligation”, it has not formed or participated in the formation of, or benefitted from or availed itself of, any entity in order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not form, participate in the formation of, or benefit from or avail itself of, any such entity.  The Village further represents that the Bond is not being issued as part of a direct or indirect composite issue that combines issues or for QTEO inserts lots of tax‑exempt obligations of different issuers.

     The Clerk-Treasurer, as the fiscal officer, or any other officer of the Village having responsibility for issuance of the Bond is hereby authorized (a) to make or effect any election, selection, designation, choice, consent, approval, or waiver on behalf of the Village with respect to the Bond as the Village is permitted or required to make or give under the federal income tax laws, including, without limitation thereto, any of the elections provided for in Section 148(f)(4)(C) of the Code or available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting favorable tax treatment or status of the Bond or interest thereon or assisting compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments or penalties, or making payments of special amounts in lieu of making computations to determine, or paying, excess earnings as rebate, or obviating those amounts or payments, as determined by that officer, which action shall be in writing and signed by the officer, (b) to take any and all other actions, make or obtain calculations, make payments, and make or give reports, covenants and certifications of and on behalf of the Village, as may be appropriate to assure the exclusion of interest from gross income and the intended tax status of the Bond, and (c) to give one or more appropriate certificates of the Village, for inclusion in the transcript of proceedings for the Bond, setting forth the reasonable expectations of the Village regarding the amount and use of all the proceeds of the Bond, the facts, circumstances and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of the interest on and the tax status of the Bond.

     Section 10.  The Clerk-Treasurer is directed to deliver a certified copy of this ordinance to the County Auditor.

     Section 11.  This Council determines that all acts and conditions necessary to be performed by the Village or to have been met precedent to and in the issuing of the Bond in order to make it a legal, valid and binding general obligation of the Village have been performed and have been met, or will at the time of delivery of the Bond have been performed and have been met, in regular and due form as required by law; that the full faith and credit and general property taxing power (as described in Section 8) of the Village are pledged for the timely payment of the debt charges on the Bond; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Bond.

     Section 12.  This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this ordinance were taken in an open meeting of this Council and that all deliberations of this Council and of any committees that resulted in those formal actions were in meetings open to the public in compliance with the law.

     Section 13.  This ordinance is declared to be an emergency measure necessary for the immediate preservation of the public peace, health and safety of the Village, and for the further reason that this ordinance is required to be immediately effective in order to issue and sell the Bond, which is necessary to achieve an advantageous interest rate on the Bond; wherefore, this ordinance shall be in full force and effect immediately upon its passage.

Passed this 22^nd of October 2001

                                                                                      Jack L. Patterson, Mayor

Attest:

_______________________________

                Bruce E. Fouch

                Clerk / Treasurer