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HomeMy WebLinkAboutResolutions - 2010.12.09 - 10049Miscellaneous Resolution #10319 December 9, 2010 BY: PLANNING AND BUILDING COMMITTEE, JOHN A. SCOTT, CHAIRPERSON IN RE: WATER RESOURCES COMMISSIONER — EVERGREEN-FARMINGTON SEWAGE DISPOSAL SYSTEM BONDS, SERIES 2010 BOND RESOLUTION TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, the Board of Commissioners has determined that it is necessary to acquire, construct, and install sewage disposal system facilities to improve the Evergreen-Farmington Sewage Disposal System (the "Project") through tie issuance of bonds pursuant to the provisions of Act 34, Public Acts of Michigan, 2001, as amended ("Act 34"): and WHEREAS, notice of tie issuance of the bonds as required by section 517 of Act 34 was published in The Oakland Press on October 15, 2010; and WHEREAS. the cost of the Project is estimated to be not less than $7,000,000: and WHEREAS, the Board of Commissioners desires to proceed with the acquisition, construction and financing of the Project and the issuance of bonds of the County in an aggregate principal amount of not to exceed S7,000.000 to defray all or part of the cost of the Project. THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County of Oakland, Michigan. as follows: 1. DEFINITIONS. Unless the context otherwise requires, the terms defined in this Section 1 shall, for all purposes of this Bond Resolution and the recitals herein, have the following meanings: (a) "Act 34" means Act No, 34, Public Acts of Michigan, 2001, as amended. (b) "ARRA" means the American Recovery and Reinvestment Act of 2009, being Public Law No. 111-5, 123 Stat. 115 (2009), enacted on February 17, 2009 by the Congress of the United States. (c) "Bond Registrar and Paying Agent" means the bond registrar and paying agent appointed pursuant to Section 7 hereof. (d) "Bond Resolution" means this resolution, as it may be amended and supplemented from time to time in accordance with the terms hereof. (e) "Bonds" means the County's Evergreen-Farmington Sewage Disposal System Bonds, Series 2010 authorized by Sections 2 and 3 of this Bond Resolution. (0 "Build America Bonds- means Bonds that meet the definition of a "build America bond" in Section 54AA(d) of the Code and the definition of a "qualified bond" under Section 54AA(g)(2) of the Code and for which the County will be allowed a Refundable Credit, all as authorized by Section 1531, Title 1 of Division B of ARRA. (g) "Cod& means the Internal Revenue Code of 1986, as amended. (1i) "Construction Fund" means the fund described in Section 12 of this Bond Resolution. "County" means the County of Oakland. Michigan. () "County Agency" means the Water Resources Commissioner as County Agency pursuant to Act 342, Public Acts of Michigan, 1939, as amended. (k) 'Debt Service Fund" means the fund established pursuant to Section 11 of this Bond Resolution. (1) 'DTC" means The Depository Trust Company, New York, New York. (m) "Interest Payment Date' means each date or dates set forth in a Sale Order on which interest shall be payable on the Bonds. PLANNING & BUILDING COMMITTEE VOTE: Motion carried unanimOusly on a roll calf vote with Capella and Burns absent. Motion for direct referral to the Finance Committee carried on a voice vote. (n) "Letter of Representations- means the Blanket Issuer Letter of Representations between the County and DTC. (o) "Recovery Zone Economic Development Bonds" means Build America Bonds that meet the definition of a "recovery zone economic development bond" in Section 1400U-2 of the Code and for which the County will be allowed a Refundable Credit, all as authorized by Section 1400U-2 of the Code. (p) "Redemption Price" means, with respect to any Bond, the principal amount thereof, plus the applicable premium. if any, payable upon redemption thereof pursuant to this Bond Resolution. (q) 'Refundable Credit" means with respect to Recovery Zone Economic Development Bonds, an amount equal to 45 percent of the interest due on the Recovery Zone Economic Development Bonds on each Interest Payment Date. to be paid to the County by the United States Department of Treasury in accordance with Sections 1400U-2 and 6431 of the Code. (r) "Sale Order- means the written order of the County Agency. approving the sale of the Bonds and making certain determinations regarding the final terms thereof within the parameters of this Bond Resolution. (s) "Tax-Exempt Bonds' means Bonin the interest on which is excluded from gross income for federal income tax purposes. 2. AUTHORIZATION OF BONDS-- PURPOSE. Bonds of the County aggregating the principal sum to be determined by the County Agency. but not to exceed Seven Million Dollars ($7,000.000), shall be issued and sold for the purpose of defraying all or part of the cost of the Project, including the cost of issuing the Bonds. The County Agency may determine to delete various components from the Project for the purpose of the issuance of the Bonds if he determines that it is in the best interest interests of the County to do so. 3. BOND DETAILS. The Bonds shall be designated "Evergreen-Farmington Sewage Disposal System Bonds. Series 2010"; shall be in the principal amount and shall be dated as of such date as set forth in the Sale Order, shall De numbered from 1 upwards: shall be fully registered, shall be in the denomination of $5,000 each or any integral multiple thereof not exceeding the aggregate principal amount for each maturity at the option of the purchaser thereof: shall bear interest at a rate or rates not exceeding 6% per annum. in the case of Tax-Exempt Bonds, if any. and 8% per annum, in the case of Recovery Zone Economic Development Bonds, If any. to be determined upon the sale thereof payable on each Interest Payment Date; and shall mature on such dates and in such amounts as shall be determined by the County Agency in the Sale Order; and shall be sold at a purchase price -to be-determined by the County Agency in the Sale Order. 4. PAYMENT OF PRINCIPAL AND INTEREST. The principal of and interest on the Bonds shall be payable in lawful money of the United States. Principal shall be payable upon presentation and surrender of the Bonds to the Bond Registrar and Paying Agent as they severally mature. Interest shall be paid to the registered owner of each Bond as shown on the registration books at the close of business on the fifteenth day of the calendar month preceding tne month in which the interest payment is due. Interest shall be paid when due by check or draft drawn upon and mailed by the Bond Registrar and Paying Agent to the registered owner at the registered address 5. BOOK-ENTRY SYSTEM. Initially, one fully-registered bond for each maturity, in the aggregate amount of such maturity, shall be issued in the name of Cede & Co., as nominee of DTG for the benefit of other parties (the "Participants") in the book-entry-only transfer system of DTC. In the event the County determines that it is in the best interest of tie County not to continue the book-entry system of transfer -9- transfer or that the interestseaf-the-hofders of the Bonds might be adversely affected if the book-entry system of transfer is continued, the County may notify DTC and the Bond Registrar and Paying Agent, whereupon DTC will notify the Participants of the availability through OTC of bond certificates. In such event, the Bond Registrar and Paying Agent shall deliver, transfer and exchange bond certificates as requested by DTC and any Participant or "beneficial owner" in appropriate amounts in accordance with this Bond Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the County and the Bond Registrar and Paying Agent and discharging its responsibilities with respect thereto under applicable law or the County may determine that DTC is incapable of discharging its duties and may so advise DTC. In either such event, the County shalt use reasonable efforts to locate another securities depository. Under such circumstances (if there is no successor securities depository), the County and the Bond Registrar and Paying Agent shall be obligated to deliver bond certificates in accordance with the procedures established by this Bond Resolution. In the event bond certificates are issued, the provisions of this Bond Resolution shall apply to. among other things. the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the County and the Bond Registrar and Paying Agent to do so, the County and the Bond Registrar and Paying Agent shall cooperate with DTC in taking appropriate action after reasonable notice to make available one or more separate certificates evidencing the Bonds to any Participant having Bonds certified to its DTC account or to arrange for another securities depository to maintain custody of certificates evidencing the Bonds. Notwithstanding any other provision of this Bond Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co as nominee of DTC. all payments with respect to the principal of, interest on and redemption premium. if any, on such Bonds and all notices with respect to the Bonds shall be made and given, respectively, to DTC as provided in the Blanket Issuer Letter of Representations between the County and DTC. The County Agency or the County Treasurer is authorized to sign the Letter of Representations on behalf of the County, in such form as the County Agency or the County Treasurer deems necessary or appropriate, in order to accomplish the issuance of the Bonds in accordance with law and this Bond Resolution. Notwithstanding any provision of this section to the contrary, if the County Treasurer deems it to be in tne best interest of the County. the Bonds shall not initially be issued through the book-entry-only transfer system of DTC. 6. OPTIDNAL MANDATORY AND EXTRAORDINARY REDEMPTION The Bonds shall be subject to redemption prior to maturity upon such terms and conditions as shall be determined by the County Agency at the time of sale. 7. BOND RE&STRAR AND PAYING AGENT. The County Treasurer shall designate and enter into an agreement with a bond registrar and paying agent for the Bonds that shall be a bank or trust company located in the State of Michigan that is qualified to act in such capacity under the laws of the United States of America or the State of Michigan. The County Treasurer may from time to time as required designate a similarly qualified successor bond registrar and paying agent. 8. EXFCUTION AUTHENTICATION AND DELIVERY OF BONDS. The Bonds shall be executed in the name of the County by tne manual or facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and authenticated by the manual signature of the Bond Registrar and Paying Agent or an authorized representative of the Bond Registrar and Paying Agent, and the seal of the County (or a facsimile thereof) shall be impressed or imprinted on tne bonds. After the Bonds have been executed and authenticated for delivery to the original purchaser thereof, they shall be delivered by the County Treasurer to the purcnaser upon receipt of the purchase price. Additional Bonds bearing the manual or facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and upon which the seal of the County (or a facsimile thereof) is impressed or imprinted may be delivered to the Bond to the Bond Registrar and Paying Agent for authentication and delivery in connection with the exchange or transfer of Bonds. The Bond Registrar and Paying Agent shall indicate on each bond the date of its authentication. EXCHANGE AND TRANSFER OF BONDS. Any bond, at the option of the registered owner thereof and upon surrender thereof to the Bond Registrar and Paying Agent with a written instrument of transfer satisfactory to the Bond Registrar and Paying Agent duly executed by the registered owner or his duly authorized attorney. may be exchangeo for bonds of any other authorized denominations of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. Each bond shall be transferable only upon the books of the County, which shall be kept for that purpose by the Bond Registrar and Paying Agent, upon surrender of such bond together with a written instrument of transfer satisfactory to the Bond Registrar and Paying Agent duly executed by the registered owner or his duly authorized attorney. Upon the exchange or transfer of any bord ; the Bond Registrar and Paying Agent on behalf of the County shall cancel the surrendered bond and shall authenticate and deliver to the transferee a new bond or bonds of any authorized denomination of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrenderea bond If at the time the Bond Registrar and Paying Agent authenticates and delivers a new bond pursuant to this section, payment of interest on the bonds is in default, the Bond Registrar and Paying Agent shall endorse upon the new bond the following: "Payment of interest on this bond is in default. The last aate to which interest has been paid is [insert applicable date]." The County and the Bond Registrar and Paying Agent may deem and treat the person in whose name any bond shall be registered upon the books of the County as the absolute owner of such bond, whether such bond shall be overdue or not, for the purpose of receiving payment of the principal of and interest on such bond and for all other purposes. and all payments made to any such registered owner, or upon his order, in accordance with the provsions of Section 4 of this Bond Resolution shall be valid and effectual to satisfy and discharge the liability UlD011 such bond to the extent of the sum or sums so paid, and neither the County nor the Bond Registrar and Paying Agent shall be affected by any notice to the contrary. The County agrees to indemnify and save the Bond Registrar and Paying Agent harmless from and against any and all loss, cost ; charge, expense judgment or liability incurred by it, acting in good faith and without negligence hereunder. in so treating such registered owner. For every exchange or transfer of bonds, the County or the Bond Registrar and Paying Agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or SUMS shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The Bond Registrar and Paying Agent shall not be required to transfer or exchange bonds or portions of bonds which have been beleuted fur redemption. g. FORM OF BONDS. The Bonds shall be in substantially the following form, with such changes thereto as necessary to conform to any order of the County Agency issued in accordance with this Bond Resolution: UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND EVERGREEN-FARMINGTON SEWAGE DISPOSAL SYSTEM BOND. SERIES 2010 INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP Registered Owner: Principal Amount . The County of Oakland ; State of Michigan (the "County"), acknowledges itself indebted to. and for value received, hereby promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount set forth above on the Maturity Date specified above, unless redeemed prior thereto as hereinafter provided, 'Joon presentation and surrender of this bond at corporate trust office of , Michigan, the bond registrar and paying agent. or at such successor bond registrar and paying agent. as may be designated pursuant to the Resolution, and to pay to the Registered Owner as shown on the registration books at the close of business on the 15'. day of the calendar month preceding the month in which an interest payment is due, by check or draft drawn upon and mailed by the bond registrar and paying agent by first class mail postage prepaid to the Registered Owner at the registered address. interest on such Principal Amount from or such later date through which interest has been paid until the County's obligation with respect to the payment of such Principal Amount is discharged, at the rate per annum specified above. Interest is payable on the first day of April and October in each year, commencing on 1, . Principal and interest are payable in lawful money of the United States of America. Interest shall be computed on the bas!s of a 360 day year of twelve 30-day months. This bond is one of a series of bonds aggregating the principal sum of (S ) issued by the County under and pursuant to and in full conformity with the Constitution and Statutes of Michigan (especially Act No. 34, Public Acts of Michigan, 2001, as amended) and a bond authorizing resolution adopted by the Board of Commissioners of the County (the "Resolution") and an order of the Water Resources Commissioner of the County as County Agency for the purpose of defraying all or part of the cost of acquiring, constructing, and installing sewage disposal system facilities to improve the Evergreen-Farmington Sewage Disposal System in the County of Oakland, Michigan (the "System"). The County has authorized the revenues of the System to be used to pay the principal of and interest on the bonds when due. In addition, the County has irrevocably pledged its full faith and credit for the prompt payment of the principal of and interest on the bonds as the same become due. The principal of and interest on the bonds are payable as a first budget obligaton of the County from its general funds The ability of the County to raise such funds is subject to applicable statutory and constitutional limitations on the taxing power of the County. The amount of taxes necessary to pay the principal of and interest on the bonds, together with the taxes levied for toe same year, shall not exceed the limit authorized by law. This bond is transferable, as provided in the Resolution, only upon the books of the County kept for that purpose by the bond registrar and paying agent, upon the surrender of this bond together with a written instrument of transfer satisfactory to the bond registrar ana paying agent duly executed by the Registered Owner or his attorney duly authorized in wiling. Upon the exchange or transfer of this bond a new bond or bonds of any authorized denomination, in the same aggregate principal amount and of the same interest rate and maturity, shall be authenticated ana delivered to the transferee in exchange therefor as provided in the Resolution. ana upon payment of the charges. if any, therein provided. Bonds so authenticated and delivered shall be in any denomination not exceeding the aggregate principal amount for each maturity. The bond registrar and paying agent shall not be required to transfer or exchange this bond or any portion of this bond that has been selected for redemption. MANDATORY PRIOR REDEMPTION Bonds maturing in the year interest as follows: are subject to mandatory prior redemption at par and accrued Principal Amount of Redemption Date Bonds to be Redeemed Bonds or portions of bonds to be redeemed by mandatory redemption shall be selected by lot. (REPEAT IF MORE THAN ONE TERM BOND) OPTIONAL PRIOR REDEMPTION Bonds maturing prior to 20_. are not subject to redemption prior to maturity. Bonds maturing on and after 1. 20_, are subject to redemption prior to maturity at the option of the County. in such order as shall be determined by the County, on any one or more interest payment dates on and after 1 ; 20 . Bonds of a denomination greater than $5,000 may be partially redeemed in the amount of $5,000 or any integral multipie thereof. If less than all of the bonds maturing in any year are to be redeemed, the bonds or portions of bonds to be redeemed shah be selected by lot. The redemption price shall be tne par value of the bond or portion of the bond called to be redeemed plus interest to the date fixed for redemption without premium. Not less than thirty days' notice of redemption shall be given to the registered owners of bonds called to be redeemed by mail to each registered owner at the registered address. Bonds or portions of bonds called for redemption shall not bear interest on and after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. It is hereby certified. recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this bond, existed, have happened and have been performed in due time ; form and manner as required by law, and that the total indebtedness of the County, including this bond, aces not exceed any constitutional or statutory 'imitation. IN WITNESS WHEREOF, the County of Oakland. State of Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by the manual or facsimile signatures of its Chairperson of the Board of Commissioners and County Clerk and its seal (or a facsimile thereof) to be impressed or imprinted hereon. This bond shall not be valid unless the Certificate of Authentication has been manually executed by the Bond Registrar and Paying Agent or an authorized representative of the bond registrar and paying agent. COUNTY OF OAKLAND -6- Chairperson of the Board of Commissioners By: (SEAL) County Clerk And: CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the wrthin-mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (please print or type name, address and taxpayer identification number of transferee) the within bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. [END OF BOND FORM] 10, DEBT SERVICE FUND. There shall be established for the Bonds a debt service fund which shall be kept in a separate bank account. From the proceeds of the sale of the Bonds there shall be set aside in the debt service fund any accrued interest received from the purchaser of the Bonds at the time of delivery of the Bonds plus such portion of premium received from the original purchaser of the Bonds as determined in the Sale Order. All payments made by the County pursuant to Section 13 of the Bond Resolution and all Refundable Credits pledged for payment of the principal of and interest on the Bonds shall be placed in the nebt service fund. 11. CONSTRUCTION FUND. The remainder of the proceeds of the sale of the Bonds shall be set aside in a construction fund and used solely to defray the cost of acquisition, construction and installation of tne Project, including any legal and other expenses incidental thereto. The Board of Commissioners expects that all proceeds of the sale of the Bonds set aside in the construction fund will be fully expended for such purpose. 1 7 , SECURITY. It is expected that the principal of and interest on the Bonds will be paid from revenues of the Evergreen-Farrnington Sewage Disposal System (the "System"), and such revenues are hereby authorized to be used for such purpose. In addition, the fur faith and credit of the County and the Refundable Credit related to the Bonds are pledged hereby to the payment of the principal and interest on the Bonds authorized by this Bond Resolution. Each year the County shall include in its budget as a first budget obligation an amount sufficient to pay such principal and interest as the same shall become due. The ability of the County to raise such funds is subject to applicable constitutional and statutory limitations on the taxing power of the County. The amount of taxes necessary to pay the principal of and interest on the Bonds, together with the taxes levied for the same year. shall not exceed the limit authorized by law. To the extent that the revenues of the System are insufficient to pay the principal of and interest on the Bonds, the proceeds of such taxes (both current and delinquent) shall be deposited as collected into a Debt Service Fund that shall be established for the bonds, and until the principal of and the interest on the Bonds are paid in full, such proceeds shall be used on!y for payment of such principal and interest. 13. ESTIMATES OF PERIOD OF USEFULNESS AND COST. The estimated period of usefulness of the Project is hereby determined to be not less than thirty (30) years and upwards, and the plans for and estimated cost of the Project in the amount of not less than $7,000,000 are hereby approved and adopted. 14. DEFEASANCE. In the event cash or direct obligations of the United States or obligations the principal of and interest on which are guaranteed by the United States, or a combination thereof, the principal of and interest on which, without reinvestment, come due at times and in amounts sufficient to pay, at maturity or irrevocable call for earlier optional redemption, the principal of and interest on the Bonds, shall have been deposited in trust. this Bond Resolution shall be defeased and the owners of the Bonds shall have no further rights under this Bond Resolution except to receive payment of the principal of and interest on the Bonds from the cas1 or securities deposited in trust and the interest and gains thereon and to transfer and exchange Bonds as provided herein. 15. REPLACEMENT OF BONDS. Upon receipt by the County Treasurer of proof of ownership of an unmatured Bond. of satisfactory evidence that the Bond has been lost, apparently destroyed or wrongfully taken and of security or indemnity which complies with applicable law and is satisfactory to the County Treasurer, the County Treasurer may authorize the Bond Registrar and Paying Agent to deliver a new executed bond to replace the bond lost, apparently destroyed or wrongfully taken in compliance with applicable law. In the event an outstanding matured bond is lost, apparently destroyed or wrongfully taken, the County Treasurer may authorize the Bond Registrar and Paying Agent to pay the bond without presentation upon the receipt of the same documentation required for the delivery of a replacement bond. The Bond Registrar and Paying Agent for each new bond delivered or paid without presentation as provided above, shall require the payment of expenses, including counsel fees, which may be incurred by the Bond -10- be incurred by the Bond Registrar and Paying Agent ano the County in the premises. Any bond delivered pursuant the provisions of this section in lieu of any bond lost, apparently destroyed or wrongfully taken shall be of the same form and tenor and be secured in the same manner as the bond in substitution for which such bond was delivered. 16. SALE, ISSUANCE. DELIVERY, TRANSFER AND EXCHANGE OF BONDS. The County Agency shall determme the principal amount of the Bonds to be sold and the other bond details as described in this Bond Resolution. In addition, in order to save the cost of publication of an Official Notice of Sale, the County hereby determines that it will sell the Bonds at a negotiated sale after solicitation of proposals from prospective purchasers by its financiai consultant. Municipal Financial Consultants Incorporated. The County's financial consultant is authorized to solicit proposals from at least twenty-five prospective purchasers and to circulate a Request for Proposal at least seven days prior to the date fixed for receipt of proposals for the purchase of the Bonds. The Request for Proposal shall be in substantially the form approved by the County Agency at the time of sale with such cianges therein as are not inconsistent with this Bond Resolution. The financial consultant is hereby designated to act for and on behalf of the County to receive proposals for the purchase of the Bonds and to take all other steps necessary in connection with the sale and delivery thereof. The Sale Order shall be executed by the County Agency at the time of the sale of the Bonds and shall set forth the principal amount, principal maturities and payment dates, interest rates and Interest Payment Dates, and redemption provisions, if any, with respect to the Bonds, the purchase price to be paid by the purchaser compensation to be paid to the purchaser, if any, and designation as Tax-Exempt Bonds and/or Recovery Zone Economic Development Bonds, as the case may be, as well as such other provisions as the County Agency determines to be necessary or appropriate in connection with the sale of the Bonds The County Agency is authorized to designate all or any part of the Bonds as Recovery Zone Economic Development Bonds, as provided in Sections 54AA and 1400U-2 of the Code, if determined that such designation is economic and in the best interests of the County. (b) The County Agency. the County Treasurer, the County Clerk and other County officials and employees are hereby authorized to do all other things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the Bonds in accordance with the provisions of this Bond Resolution. 17. TAX COVENANT (a) The County covenants to comply with all requirements of the Code necessary to assure that the interest on the Tax-Exempt Bonds, if any, will be and will remain excludable from gross income for federal income tax purposes. The County Agency, the County Treasurer and other appropriate County officials are authorized to do all things necessary to assure that the interest on the Tax- Exempt Bonds. if any. will be and will remain excludable from gross income for federal income tax purposes. (b) The County Agency and the County Treasurer are each authorized to make any tax covenants on behalf of the County in connection with the issuance of Recovery Zone Economic Development Bonds, if any, that are determined to be in the best interests of the County and necessary for the County to receive any Refundable Credit related to such Bonds. The County Agency, the County Treasurer and other appropriate County officials are authorized to cto all things necessary to assure compliance with any such covenants, 18. OFFICIAL STATEMENT. The County Agency and the County Treasurer are each authorized to cause the preparation of an officio statement for the Bonds for the purpose of enabling compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule) and to do all other things necessary to enable compliance with the Rule. After the award of the Bonds, the County will provide copies of a "final official statement" (as defined in paragraph (e)(3) of the Rule) on a timely basis ano in reasonable quantity as requested by the successful bidder or bidders to enable such bidder or bidders to comply Wth paragraph (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Boara. 19, CONTINUING DISCLOSURE. Tie County Treasurer is authorized to execute a certificate of the County. constituting an undertaking to provide ongoing disclosure about the County for the benefit of the holders of the bonds as required under paragraph (b)(5) of the Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate (the certificate and any amendments thereto are collectively referred to herein as the 'Cantgluing Disclosure Certificate"). The County hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. 20. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions, insofar as they are in conflict herewith. are rescinded. Mr. Chairperson. on behalf of the Planning & Building Committee, I move adoption of the foregoing resolution. STATE OF MICHIGAN ) ss COUNTY OF OAKLAND ) I. the undersigned. the Clerk of the County of Oakland, County of Oakland, Michigan, do hereby certify that the foregoing is a true and correct copy of a resolution adopted at a regular meeting of the Board of Commissioners of said County held on the 9th day of December, 2010, the original of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the Open Meetings Act, MCL 15.261 et. seq. IN WITNESS WHEREOF. I have hereunto affixed my official signature this day of December, 2010 Clerk. County of Oakland FISCAL NOTE (MISC. #10319) December 1, 2010 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: WATER RESOURCES COMMISSIONER - EVERGREEN-FARMINGTON SEWAGE DISPOSAL SYSTEM BONDS, SERIES 2010 BOND RESOLUTION TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The Resolution establishes the Evergreen-Farmington Sewage disposal system factlities improvement project and request that the Board of Commissioners pledge the full faith and credit of the County of Oakland for the payment of principal and interest on the Evergreen-Farmington Sewage Disposal System Bonds, Series 2010. 2. The bond issue is not to exceed $7,000,000 and is to be used for acquiring, constructing and installing sewage facilities to improve the Evergreen Farmington Sewage Disposal System. 3. The Bonds shall be classified as Tax Exempt Bonds or Recovery Zone Economic Development Bonds, or some oombinatIon thereof. The Tax Exempt Bonds interest rate shall not exceed 6% per annum; the Recovery Zone Economic Development Bonds interest rate shall not exceed 8% per annum. 4. The Bonds shall be issued in multiple series, will be in aggregate principal amounts of $5,000 or any integral multiple thereof, will mature in such years and principal amounts and will be callable prior to maturity as determined necessary by the County Agency. 5. The statutory limit for County debt is $5,774,507.651 (10% of State Equalized Value). As of November 4, 2010, the total pledged debt is $309,146,709 or approximately 0.53536% of the S.E.V. 6. The estimated project cost of $7,000,000 will be 100% apportioned to the Evergreen-Farmington Sewage Disposal System which will be responsible for all debt payments. 7. The Evergreen-Farmington Sewage Disposal System will pay for the bonds by the revenues generated from customers using the system. 8. No budget amendment is required FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Woodward absent. I HEREBY APPROJE THE IORKOIN6 RESOLUTJON 7,1/ ti Resolution #10319 December 9, 2010 Moved by Middleton supported by Coleman the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Bullard, Burns, Coleman, Coulter. Douglas, Gershenson, Gingell, Greimel, Hatchett, Jackson, Jacobsen, Long, McGill vray, Middleton, Nash, Potts, Runestad, Schwartz, Scott, Taub, Woodward, Zack. (22) NAYS: (0) A suffoient majority having voted In favor : the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). STATE OF MICHLGAN) COUNTY OF OAKLAND) I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on December 9, 2010. witn the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 9`h day of December, 2010_ eat Ruth Johnson, County Clerk -1 1-