Loading...
HomeMy WebLinkAboutResolutions - 2010.11.18 - 10242MISCELLANEOUS RESOLUT/ON# 10291 November 3, 2010 BY: PLANNING AND BUILDING COMMITTEE, JOHN A. SCOTT, CHAIRPERSON IN RE: WATER RESOURCES COMMISSIONER — OAKLAND COUNTY HIGHLAND TOWNSHIP WELL WATER SUPPLY SYSTEM BOND RESOLUTION TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen . WHEREAS, the Charter Township of Highland (the "Township") and the County of Oakland (the County") have entered into the Oakland County Highland Township VVell Water Supply System Contract dated as of October 1, 2009 (the "Contract"), pursuant to the provisions of Act 342, Public Acts of Michigan. 1939. as amended ('Act 342). and especially Sections 5a, 5b and 5c thereof with respect to the acquisition, construction, and financing of facilities constituting the Oakland County Highland Township Well Water Supply System (the "Project"); and WHEREAS, an estimate of the cost of the Project in the amount of $1,200,000 has been prepared and has been approved by the Board of Commissioners of the County, and WHEREAS, this 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 $1,200,000 to defray all or part of the cost of the Project. NOW 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 OR 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 Oakland County Highland Township Well Water Supply System Bonds, Series 2010 authorized by Sections 2 and 3 of this Bond Resolution. f. "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 tne Code and for which the County will be allowed a Refundable Credit, all as authorized by Section 1531. Title I of Division B of ARRA. g. "Code" means the Internal Revenue Code of 1986. as amended. h. "Construction Fund" means the fund described in Section 14 of this Bond Resolution. 1. 'County" means the County of Oakand, Michigan. j. "County Agency" means the Water Resources Commissioner as County Agency pursuant to Act 342. k. "DTC" means The Depository Trust Comnany. New York. New York. "Interest Payment Date" means each date or dates set forth in a Sale Order on which interest shall be payable on the Bonds. m. "Letter of Representations" means the Blanket Issuer Letter of Representations between the County and DTC. n. "Principal and Interest Fund" means the fund established pursuant to Section 13 of this Bond Resolution. PLANNING & BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Runestad and Burns absent. 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 14000-2 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 Bonds the interest on which is excluded from gross income fcr federal income tax purposes. 2_ AUTHORIZATION OF BONDS — PURPOSF Bonds of the County aggregating the principal sum of not to exceed One Million Two Hundred Thousand Dollars ($1,200,000) shall be issued and sold pursuant to the provisions of Act 342. and other applicable statutory provisions, for the purpose of defraying all or part of the cost of the Project. 3, BOND DETAILS, The Bonds shall be designated "Oakland County Highland Township Well Water Supply System Bonds, Series 2010," shall be dated as of the date approved by the C'ounty Agency; shall be numbered from 1 upwards; shall be fully registered; shall be in the denomination of 55.000 each or any integral multiple thereof not exceeding the aggregate principal amount for each maturity at the option of the purchaser thereon shall bear interest at a rate or rates not exceeding 7% per annum as shall be determined by the County Agency at the time of sale: shall be payable as to interest on such dates as shall be determined by the County Agency: and shall be serial bonds andior term bonds and mature in such amounts, on such dates and in such years as shall be determined by the County Agency, provided, however, that the final maturity snail not be later than November 1, 2030, 4. PAYMENT OF PRINCIPAL A,Nn INTFRF51. 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 15th day of the calendar month preceding the month in which the interest payment is due. Interest shail 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. If requested by the purchaser, one fully-registered bond for each maturity. in the aggregate amount of such maturity, shall be initially issued in the name of Cede & Co., as nominee of DTC for the benefit of other parties (the "Participants") in the book-entry-only transfer system of DIG. In the event the County determines that it is in the best interest of the County not to continue the book-entry system of transfer or that the interests of the holders 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 DTC 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 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 shall 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 issuee, 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 DIG account or to arrange for another securities depository to maintain custody of certificates evidencing the Bonds. Notwithstanding any other prevision 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 al! notices with respect to the Bonds shall be made ana given, respectively. to DTC as provided in the Letter of Representations relating to the Bonds: The County Treasurer and trie County Agency are each authorized to sign the Letter of Representations on behalf of the County, in such form as such officer deems necessary or appropriate in order to accomplish the issuance of the Bones in accordance with law and this Bond Resolution. 6. OPTIONAL 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, . BOND REGISTRAR AND PAYING AGENT. The County Treasurer shall designate, and may enter into an agreement with. a Bond Registrar and Paying Agent for the Bonds which shall be a bank or trust company located in the State of Michigan which is qualified to act in such capacity under the laws of the United States of America or the State of Michigan. The County Treasurer from time to time as required may designate a similarly qualified successor bond registrar and paying agent. 8, EXECUTION, AUTHENTICATION AND DPI IVERY rT BONDS. The Bonds shall be executed in the name of the County by the facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and authenticated by the manual signature of 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 the 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 purchaser upon receipt of the purchase price, Additional bonds bearing the 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 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. 9. EXCHANGE AND TRANSFER OF emir) Any Bond, 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, at the option of the registered owner thereof may be exchanged for Bonds of any other authorised 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 bond. the Bond Registrar and Paying Agent on behalf of the County shall cancel the surrendered bona 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 surrendered bond. If, at the time the Bond Registrar arid 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 date 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 shal 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 maw to any such registered owner, or upon his order, in accordance with the provisions of Section 4 of this Bond Resolution shall be valid and effectual to satisfy and discharge the liability upon 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 Bonos which have been selected for redemption. 10. FORM OF BONDS. The Bonds shall be in substantially the following form, with such additions, deletions and modifications as are approved by the County Agency and consistent with the terms of this Bond Resolution: [FORM OF BOND] UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND OAKLAND COUNTY HIGHLAND TOWNSHIP WELL WATER SUPPLY 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 tne Maturity Date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender of this bond at in the city of , Michigan, the bond registrar and paying agent, and to pay to the Registered Owner, as shown on the registration books at the close of business on the 15'h 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 the Date of Original Issue or such later date through which interest shall have 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 and in each year, commencing 1, 200_. Principal arm interest are payable in lawful money of the United States of America. Interest shall be computed on the basis of a 360 day year of twelve 30-day months: -4- This bond is one of a series of bonds aggregating the principal sum of Dollars ($ ) issued by the County under and pursuant to and in full conformity with the Constitution and Statutes of Michigan (especially Act No. 342, Public Acts of 1939, as amended) and a bond authorizing resolution adopted by the Board of Commissioners of the County (the "Resolution") for the purpose of defraying part of the cost of acquiring and constructing water supply system facilities to serve the County and the Charter Township of Highland (the "Township"). The bonds of this series are issueo in anticipation of payments to be made by the Township, in the aggregate principal amount of Dollars ($ ), pursuant to a contract between the County and the Township. The full faith and credit of the Township have been pledged to the prompt payment of the foregoing amount and the interest thereon as the same become due. As additional security the full faith ana credit of the County have been pledged for the prompt payment of the principal of and interest on the bonds of this series. Taxes levied by the Township and the County to pay tne principal of and interest on the bonds of this series are subject to constitutional and statutory tax limitations. 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 and paying agent duly executed by the Registered Owner or his attorney duly authorized m writing. Upon the exchange or transfer of this bond a new bond or bonds of any authorized denomination in the same aggregate principal amount ano of the same interest rate and maturity, shall be authenticated and delivered to the transferee in exchange therefor as provided in the Rescoution, and upon payment of the charges, if any, therein provided. Bonds so authenticated and dela/ere(' shall be in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount for each maturity. The Dond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected far redemption. MANDATORY PRIOR REDEMPTION Bonds maturing in the year are subject to mandatory prior redemption at par and accrued interest as follows: Principal Amount of Redemption Date Bonds to be Redeemed Bonds or portions of bonds to be redeennea by mandatory redemption shall be selected by lot. (REPEAT IF MORE THAN ONE TERM BOND) OPTIONAL PRIOR REDEMPTION Bonds maturing prior to 1. 200_, are not subject to redemption prior to maturity. Bonds maturing on and after 1. 200_, 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 200_. Bonds of a denomination greater than $5,000 may be partially redeemed in the amount of $5,000 or any integral multiple thereof. If less than a;1 of the bonds maturing in any year are to be redeemed. the bonds or portions of bends to be redeemed shall be selected by lot. The _5_ redemption price shall be the par value of the bond or portion of the bond called to be redeemed plus interest to the date fixed for redemption and a premium as follows: cl _%o of the par value of each bond called redemption on or after 1, 200_, but prior to 1, 200_: % of the oar value of eacn bond called for redemption on or after I , 200_. but prior to I. 200_, No premium if called for redemption on or after 1 200_. Not less than thirty days' nor more than sixty days notice of redemption shall be given to the holders of bonds called to be redeemed by mail to the registered holder at the registered address. Bonds or portions of bonds called for redemption shall not bear interest 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 the bonds of this series, 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 the series of bonds of which this bond is one, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland. Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and its corporate 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 an authorized representative of the bond registrar and paying agent. COUNTY OF OAKLAND By: Chairperson, Board of Commissioners [SEALI Aid: County Clerk CERTFICATE OF AUTHENTICATION This bond is one of the bonds described in the wthin mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: ASSIGNMENT For value rece'ved. 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] 11. SECURITY The Bonds shall be issued in anticipation of payments to be made by the Township pursuant to the Contract. The Bonds shal; be secured primarily by the full faith and credit pledge made by the Township in the Contract pursuant to the authorization contained in Act 342. and, if all or any part of the Bonds are designated as Recovery Zone Economic Development Bonds, the Refundable Credit related to such Bonds. As additional and secondary security the full faith and credit of the County are pledged for the prompt payment of the principal of and interest on the Bonds as the same shall become due. I the Township shall fail to make a payment to the County which is sufficient to pay the principal of. premium, if any. and interest on the Bonds as the same shall become due, then an amount sufficient to pay the deficiency shall be advanced from the general fund of the County. Taxes imposed by the County snail be subject to constitutional and statutory limitations. 12. 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. witnout reinvestment, come due at times and in amounts sufficient to pay, at maturity or irrevocable call for earlier optional redemption, the principal of, premium, if any, and interest on the Bonds, or any portion thereof, shall have been deposited in trust, this Resolution shall be defeased with respect to such Bons, and the owners of the Bonds shall have no further rights under this Bond Resolution except to receive payment of the principal of. premium, if any, and interest on such Bonds from the cash or securities deposited in trust and the interest and gains thereon and to transfer and exchange Bonds as provided herein. 13. PRINCIPAL AND INTEREST FUNQ. There shall be established for the Bonds a Principal and Interest Fund which shall be kept in a separate bank account, provided, however, that such Principal and Interest Fono may be pooled or combined for deposit or investment purposes with other debt retirement funds created for nonvoted debt of the County (other than any special assessment debt). From the proceeas of the sale of the Bonds there shall be set aside in the Principal and Interest Fund such premium as determined by the County Agency and accrued interest received from the purchaser of the Bonds at the time of delivery of the same. All payments received from the Township pursuant to the Contract are pledged for payment cf the principal of and interest on the Bonds and expenses incidental thereto and as receive() shall be placed in the Principal and Interest Fund. 14 CONSTRUCTION FUND. The remainder of the proceeds of the sale of the Bonds shall be set aside in a construction fund for the Project and used to defray the cost of the Project in accordance with the provisions of the Contract. 15. CEPTION FROM PRIOR APPROVAL. Tne issuance and sale of the Bonds shall be subject to the County obtaining qualified status or prior approval from the Department of Treasury of the State of Michigan pursuant to Act 34 and, s' necessary. the County Treasurer and County Agency are each hereby authorized and directed to make appl;cation to the Department of Treasury for approval to issue and sell the Bonds as provided by the terms of this Bond Resolution and by Act 34. The County Treasurer and County Agency are authorized to pay any filing fees required in connection with obtaining qualified status or prior approval from the Department of Treasury. The County Treasurer and County Agency are further authorized to request such waivers of the requirements of the Department of Treasury or Act 34 as necessary or desirable in connection with Me sale of the Bonos. 16. SALE. ISSUANCE, DELIVERY TRANSFFR AND FXCHANGE OF BONDS (a) The County Agency shall determine the principal amount of the Bonds to be sold and shall determine the other bond details as described in Sections 3 and 6 hereof and any premium to be set aside in the Principal and Interest Fund as described in Section 13 hereof. In addition, in order to save the cost of publication of an Official Notice of Sale and enable the Bonds to be issued as Recovery Zone Economic Development Bonds. tne County hereby determines that it will sell the Bonds at a negotiated sale after solicitation of interest from prospective purchasers by its financial consultant. ACI Finance, Inc. (the -10- "Financial Consultant), The Financial Consultant s authorized to solicit interest from not less than 10 financial institutions and to circulate a solicitation of interest at least seven days prior to the date fixed for receipt of responses to the solicitation. The Financial Consultant is hereby designated to act for and on behalf of the County to receive responses for the purchase of the Bonds and to take all other steps necessary in connection with the sale and delivery thereof The actions taken by the Financial Consultant and the County Agency in connection with the solicitation of interest to the date of adoption of this Bond Resolution are hereby ratified and confirmed. The Sale Order shall be executed by the County Agency at the time of the sale of the Bonds and shal 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. In making the determination in the Sale Order with respect to principal maturities and dates, redemption provisions, purchase price of the Bonds, compensation to be paid to the Underwriter, it any, and designation of the Bonds as either Tax-Exempt Bonds or Recovery Zone Economic Development Bonds, or some combination thereof, the County Agency shall be limited as follows: (1) The interest rate on any Tax-Exempt Bonds shall not exceed 7% per annum and on any Recovery Zone Economic Development Bonds shal not exceed 9% per annum. (2) The final maturity date of the Bonds shall be no later than November 1, 2030. (3) The ourehase price of the Bonds shall not be less than 98.5% of the principal amount thereof. (4) 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 he determines that such designation is economic and in the best interests of the County. (b) The County Agency the County Treasurer. the County Clerk and otner County officials and employees are hereby authorized to do all other things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the Bonos in accordance with the provisions of this Bond Resolution. 17. REPLACEMENT OF BONDS. Upon receipt by the County Treasurer of proof of ownership of an unmatured boric, 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 rece pt 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 Registrar and Paying Agent and the County in the premises. Any bond delivered pursuant the prov;sions of this Section 17 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. 18. OFFICIAL STATEMENT. The County Agency and the County Treasurer are each authorized to cause the preparation of an official statement for the Bonds for the purpose of enabling compliance with Rule 15c2-12 issueo 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 and in reasonable quantity as requested by the successful bidder or bidders to enable sun bidder or bidders to comply with paragraph (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board 19. CONTINUING DISCLOSURE. The 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 accoroance with the terms of the certificate (the certificate and any amendments thereto are collectively referred to herein as the "Continuing Disclosure Certificate"). The County hereby covenants and agrees Mat it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. 20. TAX COVENANT. (a) The County covenants to comply with all requirements of the Code necessary to assure that the interest on tie Tax-Exempt Bonds. if any, wilt 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 tne 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 Bones, 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 do all things necessary to assure compliance with any such covenants. 21. REDUCTION OF PRINCIPAL AMOUNT OF RONn !SRI IF If the County Agency shall determine that it is not necessary to sell Bonds in the principal amount stated in Section 2 of this Bond Resolution, the County Agency by written order may reduce the prinvpal amount of Bonds to be sold to that amount deemed necessary. 22. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions insofar as they may be in conflict herewith are hereby rescinded. Mr. Chairperson, on behalf of the Planning & Duilding Committee, I move adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE Subtotal Contingencies (10% of Construction Cost) 1,120,000 80,000 TOTAL ESTIMATED PROJECT COST: 1,200,000 Water System Interconnection Contract No. 1 Highland Township Estimate of Project Cost Based on Bids Received October 7, 2010 CONTRACTED SERVICES - CONSTRUCTION: Contract No. 1 (Based on Bids Received) 806,100 SCADA Equipment 25,160 Subtotal-Construction 831,260 CONTRACTED SERVICES - PROJECT DEVELOPMENT: Engineering Consulting Engineer Design Services S 86,000 Consulting Engineer Construction Services 45,000 Subtotal-Project Development 131,000 LEGAL & FINANCIAL Bond Counsel $ 16,300 Financial Consultant $ 9,500 Michigan Department of Treasury Filing Fee $ 240 Notice of Intent Legal Ad $ 500 Municipal Advisory Council Fee $ 200 Rating Expense $ 4,000 Statistical Data and Official Statement $ 5,000 Printing Bonds $ 500 Miscellaneous Expenses and Contingency $ 2,000 Recovery Zone Bond Allocation Application Fee $ 500 Subtotal-Legal & Financial S 38,740 COUNTY SERVICES - PROJECT MANAGEMENT: Administration 8,000 Engineering 25,000 Right of Way Purchase Costs 10,000 Right-of-Way 18,000 Construction Inspection (Based on 18 Week Construction Period) 58,000 Subtotal-County Services 119,000 Prepared by: Glenn Appel, P.E. Resolution #10291 November 3, 2010 The Chairperson referred the resolution to the Finance Committee. There were no objections. -10- FISCAL NOTE (MR. #10291) November 18, 2010 BY: FINANCE COMMITTEE. TOM MIDDLETON, CHAIRPERSON IN RE: WATER RESOURCES COMMISSIONER - OAKLAND COUNTY HIGHLAND TOWNSHIP WELL WATER SUPPLY SYSTEM 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 is requesting 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 Oakland County Highland Township Well Water Supply System Bonds, Series 2010. 2. The bond issue is not to exceed S1,200,000 and is to be used for constructing the facilities constituting the Oakland County Highland Township Well Water Supply System. 3. The Bonds shall be classified as Tax Exempt Bonds or Recovery Zone Economic Development Bonds, or some combination thereof. The Tax Exempt Bonds interest rate shall not exceed 7% per annum; the Recovery Zone Economic Development Bonds interest rate shall not exceed 9% 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. It has been decided that a traditional tax-exempt issue will be pursued as it has been determined that Recovery Zone Economic Development Bonds will not be beneficial in this case. 6. The statutory limit for County debt is $5,774,507,651 (10% of State Equalized Value). As of October 29, 2010, the total pledged debt is $309,146,709 or approximately 0.53536% of the S.E.V. 7. The estimated project cost of $1,200,000 will be 100% apportioned to the Charter Township of Highland and the Township of Highland will be responsible for all debt payments. 8. The Township of Highland will pay for the bonds through connection fees and/or service fees from customers using the system. 9. No budget amendment is required. FINANCE COMMITTEE Motion carried unanimously on a roll call vote. Resolution #10291 November 18, 2010 Moved by Middleton supported by Nash the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Capello, Coleman, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Jackson. Jacobsen, Long, McGillivray, Middleton, Nash, Potts, Runestad, Schwartz. Scott. Taub, Woodward, Zack, Bullard, Burns, (24) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). I HEREBY APPROVE THE FOREGOING RESOLUTION ACTING PURSUANT 10 1973 PA 139 STATE OF MICHIGAN) 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 November 18, 2010, with 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 18 of November, 2010. Qat Ruth Johnson, County Clerk -1 0-