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HomeMy WebLinkAboutResolutions - 1986.11.20 - 10941MISCELLANEOUS RESOLUTION # 86325 Nov. 20, 1986 BY: FINANCE COMMITTEE RE: TREASURER'S OFFICE - AUTHORIZATION TO BORROW AGAINST DELINQUENT 1986 TAXES TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRMAN, LADIES AND GENTLEMEN: WHEREAS, ad valorem real property taxes are imposed by taxing units within the County on July 1 and/or December 1 in each year; and WHEREAS, a certain portion of these taxes remain unpaid and uncollected on March 1 of the following year at which time they are returned delinquent to the County's Treasurer (the "Treasurer") who is to collect the delinquent taxes, plus interest and property tax administration fees, on behalf of the various taxing units; and WHEREAS, the statutes of the State of Michigan authorize the County to establish a fund, in part or in total from borrowed proceeds, to pay local taxing units their respective shares of delinquent real property taxes in anticipation of collection of those taxes by the Treasurer; and WHEREAS, the Board of Commissioners of the County has adopted a resolution establishing the County's Delinquent Tax Revolving Fund (the "Revolving Fund"), pursuant to Section 87b of Act No. 206, Michigan Public Acts of 1893, as amended ("Act 206"), which fund has been designated as the 100% Tax Payment Fund by the Treasurer; and WHEREAS, the purpose of the 100% Tax Payment Fund is to provide a source of moneys from which the Treasurer may pay any or all delinquent real property taxes which are due the County, any school district, intermediate school district, community college district, city, township, special assessment or drainage district, or any other political unit for which delinquent tax payments are due on settlement day with the Treasurer or any city or township treasurer, and the Treasurer has been directed to make such payments by the Board of Commissioners of this County; and WHEREAS, in order to make such payments with respect to 1986 delinquent taxes, it is determined that it is necessary that the County issue its "1987 General Obligation Limited Tax Notes," in one or more series, in accordance with Sections 87c, 87d, 87e, 87f, 87g and 89 of Act 206 and on the terms and conditions set forth below; and II FIXED MATURITY NOTES 201. At the option of the Treasurer, exercisable by written order of the Treasurer, Notes may be issued in accordance with this Article II. All reference to "Notes" in Article II refers only to Notes issued pursuant to Article II, unless otherwise specified. 202. Date. The Notes shall be dated December 1, 1986, or such later date prior to the date of actual issuance of the Notes, as the Treasurer may specify by written order. 203. Maturity and Amounts. The principal amount of the Notes shall be as follows: for Notes maturing on April 15, 1988, the principal amount shall be not less than % nor more than % of the amount of estimated Delinquent Taxes, for Notes maturing on April 15, 1989, the principal amount shall be not less than % and not more than % of the amount of estimated Delinquent Taxes; and for Notes maturing on April 15, 1990, the principal amount shall be the balance of the total principal amount of Notes to be issued hereunder. The exact amount of each maturity shall be determined by the Treasurer when the amount of estimated Delinquent Taxes is determined by the Treasurer, or when a reliable high-low estimate of the Delinquent Taxes is available to the Treasurer, so that the Treasurer may certify that the maturity limits set forth above will be satisfied. In determining the exact amount of each maturity the Treasurer shall consider, among other pertinent factors, the anticipated collection of the Delinquent Taxes, arbitrage restrictions, and the impact the maturities selected may have on the marketability, rating and/or qualification for credit support or liquidity support for, or insurance of, the Notes. 204. Interest and Date of Record. The Notes shall bear interest payable October 15, 1987, and each succeeding April 15 and October 15, until maturity, which interest shall not exceed the maximum rate of interest permitted by law on the date the Notes are offered for sale. If the Notes are sold with a variable rate feature as provided in Article IV below, the Notes may bear interest weekly, monthly, quarterly or on any put date, or any combination of the foregoing, as provided by written order of the Treasurer. Interest shall be mailed by first class mail to the registered owner of each Note as of the applicable date of record, provided, however, that the Treasurer may agree with the Registrar (as defined below) on a different method of payment. The date of record shall be September 30 with respect to payments made on October 15, and March 31 with respect to payments made on April 15, provided, however, that the Treasurer may designate different dates of record prior to the sale of the Notes. 3 205. Note Form. The Notes shall be issued in fully registered form both as to principal and interest in substantially the form attached as Appendix A, and shall be registrable upon the books of a note registrar (the "Registrar") to be named by the Treasurer. The Registrar so named may be any bank or trust company or other entity (including the County) offering the necessary services pertaining to the registration and transfer of negotiable securities. The Notes may be authenticated by the Registrar if so ordered by the Treasurer. 206. Denominations and Numbers. The Notes shall be issued in one or more denomination or denominations of $5,000 each or any multiple of $1,000 over $5,000 not in excess of any maturity, as determined by the Treasurer, and shall be numbered from one upwards, regardless of maturity, in such order as the Registrar shall determine. 207. Transfer or Exchanoe of Notes. Notes shall be transferable on the note register maintained with respect thereto upon surrender thereof together with an assignment executed by the registered owner or his or her duly authorized attorney- in-fact in form satisfactory to the Registrar. Upon receipt of a properly assigned Note the Registrar shall authenticate and deliver a new Note or Notes in equal aggregate principal amount and like interest rate and maturity to the designated transferee or transferees. Notes may likewise be exchanged for one or more other Notes with the same interest rate and maturity in authorized denomina- tions aggregating the same principal amount as the Note or Notes being exchanged, upon surrender thereof to the Registrar with written instructions signed by the registered owner or his or her attorney-in-fact in form satisfactory to the Registrar. Upon receipt of a Note with proper written instructions the Registrar shall authenticate and deliver a new Note or Notes to the regis- tered owner thereof. Any service charge made by the Registrar for any such registration, transfer or exchange shall be paid for by the County as an expense of borrowing, unless otherwise agreed by the TreaLurer and the Registrar. The Registrar may, however, require payment by a noteholder of a sum sufficient to cover any tax or other governmental charge payable in connection with any such registration, transfer or exchange. 208. Book Entry Depository Trust. At the option of the Treasurer and notwithstanding any contrary provision of Section 212, the Notes may be deposited, in whole or in part, with a depository trustee designated by the Treasurer who shall transfer ownership of interests in the Notes by book entry and who shall issue depository trust receipts or acknowledgments to owners of interests in the Notes. Such book entry depository trust ar- rangement, and the form of depository trust receipts or acknow- 4 ledgments, shall be as determined by the Treasurer after consul- tation with the depository trustee. The Treasurer is authorized to enter into any depository trust agreement on behalf of the County upon such terms and conditions as the Treasurer shall deem appropriate and not otherwise prohibited by the terms of this Resolution. The depository trustee may be the same as the Registrar otherwise named by the Treasurer, and the Notes may be transferred in part by depository trust and in part by transfer of physical certificates as the Treasurer may determine. 209. Redemption. Notes maturing in 1988 and 1989 shall not be subject to redemption prior to maturity. Notes maturing on April 15, 1990, may be redeemed in whole or in part on any date or dates on or after April 15, 1989, at the option of the Treasurer. Notes so called for redemption shall be redeemed at par, plus accrued interest to the redemption date, plus a premium not to exceed 1% of the par value thereof, as determined by the Treasurer in the exercise of his discretion. With respect to partial redemptions, any portion of a Note outstanding in a denomination larger than the minimum authorized denomination may be redeemed provided such portion as well as the amount not being redeemed constitute authorized denominations. In the event that less than the entire principal amount of a Note is called for redemption, upon surrender of the Note to the Registrar, the Registrar shall authenticate and deliver to the registered owner of the Note a new Note in the principal amount of the principal portion not redeemed. Notice of redemption shall be sent to the registered holder of each Note being redeemed by first class mail at least 30 days prior to the date fixed for redemption, which notice shall fix the date of record with respect to the redemption if different than otherwise provided in this Resolution. Any defect in any notice shall not affect the validity of the redemption proceedings. Notes so called for redemption shall not bear interest after the date fixed for redemption provided funds are on hand with a paying agent to redeem the same. 210. Discount. At the option of the Treasurer, the Notes may be offered for sale at a discount not to exceed 2%. 211. Public or Private Sale. The Treasurer may, at the Treasurer's option, conduct a public sale of the Notes after which sale the Treasurer shall either award the Notes to the lowest bidder or reject all bids. The conditions of sale shall be as specified in the Notice of Sale, and the Treasurer shall be empowered to make any change in the Notice of Sale as may, in the Treasurer's discretion, be necessary or appropriate. Alterna- tively, the Treasurer may, at the Treasurer's option, negotiate a private sale of the Notes as provided in Act 206. 212. Execution and Delivery. The Treasurer is authorized and directed to execute the Notes on behalf of the County by manual or facsimile signature, provided that if the facsimile signature is used the Notes shall be authenticated by the 5 Registrar. The Notes shall be sealed with the County seal or, if permitted by law, imprinted with a facsimile of such seal. The Treasurer is authorized and directed to then deliver the Notes to the purchaser thereof upon receipt of the purchase price, which delivery shall be made in the discretion of the Treasurer at one time or in parts at various times. All of the Notes with the earliest maturities shall be delivered prior to any Notes with later maturities. The Notes shall be delivered at the expense of the County in such city or cities as may be designated by the Treasurer in the Notice of Sale or otherwise. 213. Renewal, Refunding or Advance Refunding Notes. If at any time it appears to be in the best interests of the County, the Treasurer, by written order, may authorize the issuance of renewal, refunding or advance refunding Notes. Such Notes need not be approved by prior order of the Department of Treasury unless so required by such Department as provided by law. III SHORT TERM RENEWABLE NOTES 301. At the option of the Treasurer, exercisable by written order of the Treasurer, Notes may be issued in accordance with this Article III. All references to "Notes" in Article III refer only to Notes issued pursuant to Article III, unless otherwise specified. 302. Date and Maturity. The Notes shall be dated as of their date of issuance and shall mature on such date or dates not exceeding one year from the date of their issuance as may be specified by written order of the Treasurer. 303. Interest. The Notes shall bear interest payable at maturity at such rate or rates as may be determined by the Treasurer not exceeding the maximum rate of interest permitted by law on the date the Notes are issued. 304. Note Form. The Notes shall, at the discretion of the Treasurer, either be payable to bearer at the paying agent or paying agents designated by the Treasurer or be issued in regis- tered form consistent with Section 205. If issued in registered form, the Notes may be constituted as book-entry securities con- sistent with Section 208, notwithstanding any contrary provision of Section 308. Depending upon the form in which the Notes are issued, the form of Note authorized by this Resolution and the form of Notice of Sale authorized by Resolution 3 shall be changed accordingly. 305. Denomination and Numbers. The Notes shall be issued in one or more denomination or denominations of $5,000 each or any multiple of $1,000 over $5,000, not in excess of any maturity, as determined by the Treasurer, and shall be numbered from one upwards, in such order as the Treasurer determines. 6 306. Redemption. The Notes shall not be subject to redemption prior to maturity. 307. Sale of Notes. The Treasurer is authorized to sell the Notes at a private sale, and is authorized to designate a marketing agent, placement agent or dealer to assist in the placement of the Notes. If required by the purchaser of the Notes, the Treasurer shall prepare or cause to be prepared and disseminated a placement memorandum or offering memorandum containing such information as the Treasurer deems relevant in connection with such sale. 308. Execution and Delivery. The Treasurer is authorized and directed to execute the Notes on behalf of the County by manual or facsimile signature, provided that if the facsimile signature is used the Notes shall be authenticated by an authen- ticating agent named by the Treasurer. The Notes shall be sealed with the County seal or, if permitted by law, imprinted with a facsimile of such seal. The Treasurer is authorized and directed to then deliver the Notes to the purchaser thereof upon receipt of the purchase price, which delivery shall be made in the dis- cretion of the Treasurer at one time or in part at various times. The Notes shall be delivered at the expense of the County in such city or cities as may be designated or agreed to by the Treasurer. 309. Renewal Notes. The Treasurer may by written order authorize the issuance of renewal Notes. Renewal Notes shall be sold and the proceeds applied to the payment of the principal of the Notes to be renewed. In the order authorizing renewal Notes, the Treasurer shall specify whether the Notes shall be issued in accordance with this Article III, in which event the provisions of Article III shall govern the issuance of the Notes, or whether the Notes shall be issued in accordance with Article II, in which event the provi- sions of Article II shall govern the issuance of the Notes, pro- vided that, if Notes are to be issued in accordance with Article II, the order must provide for and shall govern with respect to: (a) the aggregate amount of the Notes; (b) the date of the Notes; (c) the denomination of the Notes; (d) the maturities of the Notes, provided that the final maturity shall not be later than May 1, 1990; (e) interest payment dates, provided that interest shall be payable annually, semi-annually or at maturity; and (f) whether some or all of the Notes shall be subject to redemption and, if so, when. 7 310. Mandatory Repayment of Notes. Notwithstanding Section 309, the Treasurer shall repay from the 1987 Note Payment Account and the 1987 Note Reserve Account (as defined below) principal of and interest on Notes or renewal Notes at such times and in such amounts as shall be sufficient to assure continued maintenance of the tax-exempt status of the interest on the Notes. IV VARIABLE INTEREST RATE 401. Variable Rate Option. At the option of the Treasurer, exercisable by written order, the Notes, whether issued pursuant to Article II or Article III above, may be issued with a variable interest rate, provided that the rate shall not exceed the maxi- mum rate of interest permitted by law. The order of the Trea- surer shall provide how often the variable interest rate shall be subject to recalculation, the formula or procedure for deter- mining the variable interest rate, and whether and on what terms a fixed rate of interest may be converted to or from a variable interest rate. Such formula or procedure shall be as determined by the Treasurer but shall be based upon any one or more of the following indices: (a) Publicly reported prices or yields of obligations of the United States of America; (b) An index of municipal obligations periodically reported by a nationally recognized source; (c) The prime lending rate from time to time set by any bank or trust company in the United States with unimpaired capital and surplus exceeding $40,000,000; (d) Any other rate or index that may be designated by order of the Treasurer provided such rate or index is set or reported by a source which is independent of and not controlled by the Treasurer or the County. The procedure for determining the variable rate may involve one or more of the above indices as alternatives or may involve the setting of the rate by a municipal bond specialist provided such rate shall be within a stated percentage range of one or more of the indices set forth above. 402. Form of Note and Notice. If the Treasurer decides to issue the Notes on a variable interest rate basis the form of Notes attached as Appendix A or Appendix B shall be altered accordingly, and if the Notes are offered for public sale the form of Notice of Sale approved in Resolution 3 shall also be altered accordingly. 8 V MULTIPLE SERIES OPTIONAL 501. Issuance of Multiple Series. At the option of the Treasurer, exercisable by written order of the Treasurer, the Notes may be issued in two or more series designated General Obligation Limited Tax Notes, Series 1987-1, General Obligation Limited Tax Notes, Series 1987-11, and so on with subsequent series being designated with succeeding Roman numerals. Each series shall bear its own rate of interest, which may be fixed or variable in accordance with Article IV. Various series need not be issued at the same time and may be issued from time to time in the discretion of the Treasurer exercisable by written order. In determining the dates of issuance of the respective series the Treasurer shall consider, among other pertinent factors, arbi- trage restrictions and rebate requirements pertaining to any Notes, the impact that the integration or nonintegration of various series into a single issue would have on such restrictions and requirements, and the impact the dates selected may have on the marketability, rating and/or qualification for credit support or liquidity support for, or insurance of, the Notes. The Notes of each such series shall be issued according to this Resolution in all respects (and the term "Notes" shall be deemed to include each series of Notes throughout this Resolu- tion), provided that: (a) The Notes of all series shall not exceed in aggregate amount the maximum aggregate amount permitted under Section 102; (b) Each series shall be issued pursuant to Article II or Article III, and different series may be issued pursuant to different Articles. (c) Each series shall be issued pursuant to Section 502 or Section 503, and different series may be issued pursuant to different Sections; (d) A series may be issued under Article II for one, two, or three of the annual maturities set forth in Article II with the balance of the annual maturities being issued under Article II or under Article III in one or more other series, provided that the minimum annual maturities set forth in Section 203 shall be reduced and applied pro rata to all Notes so issued; and (e) The Notes of all series issued pursuant to Article II above shall not, in aggregate, mature in amounts or on dates exceeding the maximum authorized maturities set forth in Section 203. 502. Notes Secured Pan i Passu. If the Notes are sold in multiple series pursuant to this Article V, each series of Notes may, by written order of the Treasurer, be secured pan i passu with the other by the security described in and the amounts pledged by Article VI below, subject to the following provisions. 9 (a) Separate sub-accounts shall be established in the 1987 Note Reserve Account for each series of Notes, into which shall be deposited the amount borrowed for the Note Reserve Account for each such series, and each sub-account shall secure only the particular series for which the sub-account was created. (b) Separate sub-accounts shall be established in the 1987 Note Payment Account for each series of Notes, all amounts deposited in the 1987 Note Payment Account shall be allocated to the sub-accounts, and each sub-account shall be allocated a percentage of all deposits to the 1987 Note Payment Account. (c)(i) Subject to Paragraph (ii) below, the percentage of deposits to the 1987 Note Payment Account allocated to each sub-account shall be equal to the percentage that Notes issued in the corresponding series bears to all Notes issued under this Resolution, and, if the various series are issued at different times, sums deposited in the 1987 Note Payment Account prior to the issuance of one or more series shall upon the issuance of each such series be subject to re-allocation among the various sub-accounts established under Subsection (b) above, to achieve the required balance among such sub-accounts, provided that if Notes are issued in any series for one or two annual maturities under Article II, but not all three, the Treasurer shall upon issuing such Notes, order the appropriate adjustment to allocation among the sub-accounts to reflect the particular cash flow requirements of such series. (ii) Alternatively, the Treasurer may, by written order, rank the sub-accounts established under Subsection (b) above in order of priority, and specify that each such sub-account shall receive deposits only after all sub-accounts having a higher priority have received deposits sufficient to discharge all (or any specified percentage of) Notes whose series corresponds to any of the sub-accounts having priority. (d) The amounts in each sub-account established pursuant to this Section 502 shall secure only the Notes issued in the series for which such sub-account was established, until such Notes and interest on such Notes are paid in full, after which the amounts in such sub-account shall be added pro rata to the amounts in the other sub-accounts and used as part of such other sub-accounts to secure all Notes and interest on such Notes for which such other sub-accounts were created, until paid in full. 503. Series Inde.endentl Secured. If the Notes are sold in multiple series pursuant to this Article V, each series of Notes may, by written order of the Treasurer, be sold as separate issues by virtue of their being independently secured. Series which are independently secured shall not be subject to Section 502, but shall be structured as set forth in this Section 503. 10 (a) Each series of Notes shall pertain to one or more taxing units within the County, as designated by the Treasurer pursuant to written order, and no two series of Notes shall pertain to the same taxing unit. (b) Separate sub-accounts shall be established in the 1987 100% Tax Payment Account. Each sub-account shall receive the proceeds of one and only one series of Notes, and amounts shall be disbursed from the account to only those taxing units designated as being in that series. (c) In the event Notes are issued before March 1, 1987, separate sub-accounts shall be established in the Project Account established pursuant to Section 601. Each sub-account shall receive the proceeds of one and only one series of Notes, and amounts shall be disbursed from the sub-account only to accounts, sub-accounts and/or taxing units designated as being in the series corresponding to the sub-account from which disbursement is being made. (d) A separate sub-account shall be established in the 1987 Note Reserve Account for each series of Notes, into which shall be deposited the amount determined by the Treasurer under Section 102 or Section 603 with respect to the series. Each sub-account shall secure one and only one series. (e) A separate sub-account shall be established in the 1987 Note Payment Account for each series of Notes. Each sub-account shall be allocated only those amounts described in Section 604 which pertain to the taxing units included in the series corres- ponding to the sub-account. Chargebacks received from a taxing unit pursuant to Section 805 shall be deposited in the sub- account corresponding to the series in which the taxing unit is included. Amounts held in each sub-account shall secure the debt represented by only those Notes included in the series corresponding to the sub-account, and disbursements from each sub-account may be applied toward the payment of only those Notes included in the series corresponding to the sub-account. (f) A separate sub-account shall be established for each taxing unit or group of taxing units in a particular series, into which shall be deposited any amounts described under Paragraph (v) of Subsection 605(b) which are (i) received in respect of the taxing unit or group of taxing units and (ii) available to make payment on the Notes. (g) The amounts in each sub-account established pursuant to this Section 503 shall secure only the Notes issued in the series for which such sub-account was established, until such Notes and interest on such Notes are paid in full, after which any amounts remaining in such sub-account shall accrue to the County and be added to the County's general fund. 1 1 504. Note Form and Notice of Sale. If the Notes are sold in multiple series pursuant to this Article V, the Treasurer shall make such changes in the form of the Notes approved by this Resolution and the form of Notice of Sale approved by Resolution 3, as may, in the Treasurer's discretion, be necessary to reflect the issuance of the Notes in more than one series. VI FUNDS AND SECURITY 601. Delinquent Tax Project Account. If the Notes are issued and sold prior to March 1, 1987, a 1987 Delinquent Tax Project Account (the "Project Account") shall be established as a separate and distinct fund of the County within its general fund. The Project Account shall receive all proceeds from the sale of the Notes, including any premium or accrued interest received at the time of sale. The Project Account shall be held in trust by an escrow agent, until the moneys therein are disbursed in accor- dance with this Article VI. The escrow agent shall be a commer- cial bank, shall be located in Michigan, shall have authority to exercise trust powers, and shall have a net worth in excess of $25,000,000. The form and content of the agreement between the County and the escrow agent shall be approved by the Treasurer. Moneys deposited in the Project Account shall be expended solely for the purpose of funding the 1987 100% Tax Payment Account and the 1987 Note Reserve Account established, respectively, under Sections 602 and 603. Any surplus proceeds remaining in the Project Account after the Treasurer has completed the funding of the Tax Payment Account shall be transferred to the 1987 Note Payment Account created under Section 604. Moneys in the Project Account may be disbursed by the escrow agent to the 1987 100% Tax Payment Account at any time, and from time to time after March 1, 1987, upon receipt of a written requisition form signed by the Treasurer which certifies that the amount of moneys requisitioned represent amounts owing to one or more local units of government within the County, including the County, on account of Delinquent Taxes which have been returned to the County for collection pursuant to Act 206. The Treasurer shall file with the escrow agent a completion certificate when all Delinquent Taxes which have been returned for collection to the County have been paid by the County from the 1987 100% Tax Payment Account. Such completion certificate shall direct the escrow agent to disburse any amounts remaining in the Project Account to the 1987 Note Payment Account established pursuant to Section 604. 602. 1987 100% Tax Payment Account. There is hereby established within the Revolving Fund the 1987 100% Tax Payment Account (the "Tax Payment Account"). The Treasurer shall designate a portion of the proceeds of the original issuance of the Notes, not to exceed the estimated amount of Delinquent 12 Taxes, for deposit in the Tax Payment Account, which shall be designated as Account No. of the County. If, however, the proceeds of the Notes are initially deposited in the Project Account pursuant to Section 601, the Treasurer is instead authorized and directed to transfer moneys included in the Project Fund to the Tax Payment Account in accordance with the procedures set forth in Section 601. The County shall apply the moneys in the Tax Payment Account to the payment of the Delinquent Taxes in accordance with Act 206. 603. 1987 Note Reserve Account. After depositing all of the moneys to fund the Tax Payment Account pursuant to Section 602 above, the Treasurer shall next transfer to the 1987 Note Reserve Account, either from the Project Account or directly from the pro- ceeds of Notes issued after March 1, 1987, any proceeds remaining from the initial issuance of the Notes (excluding accrued interest and premium, if any). In addition, the Treasurer may transfer to the Note Reserve Account an amount not to exceed $ , from the general funds of the County. Except as provided below, all moneys in the 1987 Note Reserve Account shall be used solely for payment of principal of, premium, if any, and interest on the Notes to the extent that moneys required for such payment are not available in the 1987 Note Payment Account. Moneys in the 1987 Note Reserve Account shall be withdrawn first for payment of principal of, premium, if any, and interest on the Notes before other County general funds are used to make the payments. All income or interest earned by, or increment to, the 1987 Note Reserve Account, due to its investment or reinvestment, shall be deposited in such fund, provided, however, that any borrowed amounts in the 1987 Note Reserve Account in excess of 10% of the face amount of the Notes initially issued under this Resolution shall be transferred on receipt to the 1987 Note Payment Account and used to pay the principal of, premium, if any, and interest on the Notes next due. When the 1987 Note Reserve Account is sufficient to retire the Notes and accrued interest thereon, it may be used to purchase the Notes on the market, or, if the Notes are not available, to retire the Notes when due. If in accor- dance with Section 102 no funds are borrowed for deposit, and no other funds are designated for deposit, into the 1987 Note Reserve Account, the Treasurer shall make such changes in the form of Notes approved by this Resolution and the form of Notice of Sale approved by Resolution 3, as may, in the Treasurer's discretion, be necessary to reflect the issuance of Notes which are not secured by a reserve account. 604. 1987 Note Payment Account. (a) The 1987 Note Payment Account shall be established within the Revolving Fund, shall be designated as Account No. of the County, and shall be effec- tive as of March 1, 1987. The Treasurer is directed to deposit into the 1987 Note Payment Account, promptly on receipt, all pay- ments, received on account of the Delinquent Taxes, which are de- scribed in Paragraphs (i), (iii) and (iv) below. Furthermore, the Treasurer may by written order deposit into the Note Payment Account all or any portion of the payments, received on account of the Delinquent Taxes, which are described in Paragraph (ii). 13 (i) All Delinquent Taxes collected on and after March 1, 1987, and all interest on such taxes. (ii) All property tax administration fees on the Delinquent Taxes once the expenses of this borrowing have been paid. (iii) Any amounts which are received by the Treasurer from the taxing units within the County because of the uncollectability of the Delinquent Taxes. (iv) All amounts remaining in the Project Account after the transfers to the Tax Payment Account and 1987 Note Reserve Account have been made as required by Sections 602 and 603. (b) Moneys in the 1987 Note Payment Fund shall be used by the County to pay principal of, premium (if any) and interest on the Notes as the same become due and payable. (c) In the event Notes are issued pursuant to Article III, the Treasurer may by written order direct (i) that all funds held in the Note Payment Account or any sub-account therein be applied toward the payment upon maturity of Notes then outstanding in order to prevent residual or carry-over amounts in the Account or sub-account, and/or (ii) that Delinquent Taxes which are deposit- ed or otherwise included in the Note Reserve Account or sub- account for a particular series of Notes or which otherwise secure the obligation evidenced by such series not include any amounts received by the County prior to the latest maturity date of any series of Notes previously issued under Article II and/or Article III. 605. Limited Tax General Obligation and Pledge. (a) The Notes shall be the general obligation of the County, backed by its full faith and credit (which includes the limited tax obli- gation of the County, within applicable constitutional and statu- tory limits), and its general funds. The County budget shall provide that if the Delinquent Taxes and any other pledged amounts are not collected in sufficient amounts to meet the pay- ments of the principal and interest due on the Notes, the County, before paying any other budgeted amounts, shall promptly advance from its general funds sufficient moneys to pay such principal and interest. (b) In addition, the moneys listed below are pledged to the repayment of the Notes and shall be used solely for repayment of the Notes until the principal of, premium (if any) and interest on the Notes are paid in full. (i) All amounts held in the Project Account. (ii) All amounts held in the 1987 Note Payment Account. (iii) All amounts held in the 1987 Note Reserve Account. 14 All amounts earned from the investment of moneys held in either the 1987 Note Payment Account or the 1987 Note Reserve Account. (v) All delinquent taxes due to the County which were returned to the County on March 1, 1986, March 1, 1985 or March 1, 1984, subject to any prior pledge of such delinquent tax revenues which has been made by the County to secure payment of principal of and interest on notes of the County previously issued. (c) If the Notes shall be issued in various series pursuant to Section 503, this pledge shall in the case of any particular series extend only to moneys in accounts or sub-accounts pertaining to the particular series. (d) If the amounts so pledged are not sufficient to pay the principal and interest when due, the County shall pay the same from its general funds or other available sources, and may later reimburse itself from the Delinquent Taxes collected. 606. Security for Renewal, Refunding or Advance Refunding Notes. Renewal, refunding or advance refunding Notes shall be secured by the same security securing the Notes being renewed, refunded or advance refunded. The moneys pledged in Section 605 for the repayment of the Notes are also pledged for repayment of the principal of, and premium, if any, and interest on any renewal, refunding or advance refunding Notes issued pursuant to this Resolution, and any such renewal, refunding or advance refunding Notes shall be the general obligation of the County, backed by its full faith and credit, which shall include the limited tax obligation of the County, within applicable consti- tutional and statutory limits. 607. Use of Funds After Full Payment or Provision for Payment. After all principal of, premium, if any, and interest on the Notes has been paid in full or provision therefor by in- vestments of pledged amounts in direct obligations of the United States of America in amounts and with maturities sufficient to pay all such principal, premium, if any, and interest when due, any further collection of Delinquent Taxes and all moneys in any fund or account of the Revolving Fund, and any interest or income on any such amounts, may, subject to Section 503, be used (i) to pay any or all delinquent taxes for a year other than 1986 which are due and payable to the County, any school district, community college district, city, township, special assessment or drainage district, or any other political unit for which delinquent tax payments are due on settlement day with the Treasurer or any city or township treasurer or (ii) for any other proper purpose within the Revolving Fund. 15 608. Rebate of Arbitrage Earnings. Any provision of this Resolution to the contrary notwithstanding, the Treasurer is authorized and directed to keep accurate account of all moneys earned in any fund, account or sub-account authorized by this Resolution, to make timely payment to the United States of America of any portion of such earnings as may be required in order to qualify interest on the Notes for the tax exemption provided by Section 103(a) of the Internal Revenue Code of 1986, and to execute any documents, or undertake any acts, on behalf of the County, as may in the Treasurer's discretion be necessary or appropriate to meet the requirements of Section 148(f) of the Internal Revenue Code of 1986. VII SUPPLEMENTAL AGREEMENTS AND DOCUMENTS 701. Supplemental Agreements and Documents. The Treasurer, on behalf of the County, is authorized to enter into any or all of the following as may, in the Treasurer's discretion, be neces- sary, desirable or beneficial in connection with the issuance of Notes under this Resolution, upon such terms and conditions as the Treasurer may determine appropriate: (a) A letter of credit, line of credit, repurchase agreement, or similar instrument, providing backup liquidity and/or credit support for the Notes; (b) A reimbursement agreement, revolving credit agreement, revolving credit note, or similar instrument, setting forth repayments of and security for amounts drawn under the letter of credit, line of credit, repurchase agreement or similar instrument; (c) A marketing, remarketing, placement or dealer agreement designating a marketing, remarketing or placement agent or dealer and prescribing the duties of the marketing, remarketing or placement agent or dealer with respect to the sale of the Notes; and (d) A put agreement or provision allowing the purchaser of the Notes to require the County to repurchase the Notes upon demand at such times as may be provided in such put agreement or provision. 702. Revolving Credit Notes. If the Treasurer enters into a revolving credit agreement (the "Agreement") pursuant to Section 701 above, such Agreement may call for the issuance of one or more revolving credit notes (the "Revolving Credit Notes") for the purpose of renewing all or part of maturing Notes or Notes that have been put pursuant to a put agreement or provi- sion. Such Revolving Credit Notes shall be issued pursuant to Article II or III, as appropriate, and in accordance with the following provisions: 16 (a) They may be issued in bearer form or registered form. (b) They may be dated as of the date of issuance or as of a date certain specified in the Agreement, provided that no prin- cipal of any Revolving Credit Note shall be considered outstand- ing unless and until a loan or advance is made under such Revolving Credit Note pursuant to the Agreement. (c) They may be subject to redemption at such times, upon such terms and upon the giving of such notice as may be provided in the Agreement. (d) Interest on the Revolving Credit Notes may be payable on maturity, on prior redemption, monthly, quarterly, or as otherwise provided in the Agreement. (e) The Revolving Credit Notes may mature on one or more date or dates on or before May 1, 1990, as provided in the Agreement. (f) The Treasurer may, at the time of the original issuance of Notes, execute and deliver one Revolving Credit Note in a maximum principal amount not exceeding the lending commitment under the Agreement from time to time in force (and may substi- tute one such Note in a lesser principal amount for another in the event the lending commitment is reduced), provided that a schedule shall be attached to such Note on which loans and repay- ments of principal and interest are evidenced and further provided that the making of a loan and the evidencing of such loan on the schedule of any such Note shall constitute the issuance of a renewal Note for purposes of this Resolution. VIII MISCELLANEOUS PROVISIONS 801. Expenses. The expenses of borrowing in connection with the Notes shall be paid from the property tax administration fees collected on the Delinquent Taxes, from any moneys in the Revolving Fund not pledged to the repayment of the Notes or any other notes issued pursuant to Act 206. 802. Application to Department of Treasury; Exception. The Treasurer is authorized to make application to the Department of Treasury on behalf of the County for an order permitting the County to make this borrowing and issue the Notes. If the Treasurer deems it appropriate, the Treasurer is alternatively authorized to apply to the Department of Treasury for an excep- tion to prior approval. 17 803. Bond Counsel. The Notes (and any renewal, refunding or advance refunding Notes) shall be delivered with the unquali- fied opinion of bond counsel chosen by the Treasurer, which selection may, at the option of the Treasurer, be for one or more years. 804. Complete Records. The Treasurer shall keep full and complete records of all deposits to and withdrawals from each of the funds and accounts in the Revolving Fund and any account or sub-account created pursuant to this Resolution and of all other transactions relating to such funds, accounts and sub-accounts, including investments of money in, and gain derived from, such funds and accounts. 805. Chargebacks. Delinquent Taxes not paid or recovered at or prior to the May 1989 tax sale shall be charged back to the local units in such fashion as the Treasurer may determine, and, subject to Section 503, the proceeds of such chargebacks shall be deposited into the 1987 Note Payment Account no later than March 1, 1990. 806. Investments. The Treasurer is authorized to invest all moneys in the Project Account, in the Revolving Fund or in the 1987 Note Payment Account or in any account or sub-account therein which is established pursuant to this Resolution in any one or more of the investments authorized as lawful investments for counties under Act No. 20, Public Acts of 1943, as amended. The Treasurer is further authorized to enter into a contract on behalf of the County under the Surplus Funds Investment Pool Act, Act No. 367, Michigan Public Acts of 1982, as amended, and to invest in any investment pool created thereby moneys held in the Project Account, in the Revolving Fund, in the 1987 Note Payment Account or any account or sub-account therein which is estab- lished pursuant to this Resolution. 807. Bearer Notes. Notwithstanding any contrary provision of Section 205, if any series of Notes may be issued in bearer form without interest on such Notes losing the federal income tax exemption, such Notes may, by order of the Treasurer, be issued in bearer form. In such event the Notes shall be payable at a paying agent designated by the Treasurer, which paying agent may be the County itself. The Treasurer is authorized and directed to execute the Notes on behalf of the County by manual or facsimile signature, provided that if the facsimile signature is used the Notes shall be authenticated by the paying agent. The Notes shall be sealed with the County seal or with a facsimile of such seal. 808. Mutilated, Lost, Stolen or Destroyed Notes. In the event any Note is mutilated, lost, stolen or destroyed, the Treasurer may, on behalf of the County, execute and deliver, or order the Registrar to authenticate and deliver, a new Note having a number not then outstanding, of like date, maturity and denomination as that mutilated, lost, stolen or destroyed. In 18 the case of a mutilated Note, a replacement Note shall not be deliveredunless and until such mutilated Note is surrendered to the Treasurer or the Registrar. In the case of a lost, stolen or destroyed Note, a replacement Note shall not be delivered unless and until the Treasurer and the Registrar shall have received such proof of ownership and loss and indemnity as they determine to be sufficient, which shall consist at least of (i) a lost in- strument bond for principal and interest remaining unpaid on the lost, stolen or destroyed Note; (ii) an affidavit of the regis- tered owner (or his or her attorney-in-fact) setting forth owner- ship of the Note lost, stolen or destroyed and the circumstances under which it was lost, stolen or destroyed; (iii) the agreement of the owner of the Note to fully indemnify the County and the Registrar against Joss due to the lost, stolen or destroyed Note and the issuance of any replacement Note in connection with it; and (iv) the agreement of the owner of the Note to pay all expenses of the County and the Registrar in connection with the replacement, including the transfer and exchange costs which otherwise would be paid by the County. (For purposes of this Section, "Registrar" shall be construed to include the paying agent appointed with respect to any Notes issued in bearer form.) 809. Arbitrage Covenant. Notwithstanding any contrary provision of this Resolution or any other resolution previously adopted, the County covenants (within the meaning of Sections 1.103-13, 1.103-14 and 1.103-15 of the Income Tax Regulations promulgated by the United States Department of Treasury) with the purchaser of the Notes that the County will make no use of the proceeds of the Notes and will undertake no other intentional act with respect to the Notes which, if such use or act had been reasonably expected on the date of issuance of the Notes or if such use or act were intentionally made or undertaken after the date of issuance of the Notes, would cause the Notes to be "arbitrage bonds," as defined in Section 148 of the Internal Revenue Code of 1986 and in the Regulations promulgated under Sections 103 and 148 of the Internal Revenue Code of 1986. The Treasurer is authorized and directed to enter into such agree- ments and certifications as the Treasurer shall deem necessary to comply with the foregoing covenant. 810. Qualification of Notes. The Notes are designated as qualified tax-exempt obligations for purposes of Section 265(b) of the Internal Revenue Code of 1986 ("Section 265"). The fore- going designation is made pursuant to the the County's determina- tion, hereby made and declared, that the reasonably anticipated amount of tax-exempt obligations, other than private activity bonds, which will be issued by the County and all subordinate entities of the County during the calendar year in which the Notes are issued will not, for purposes of Section 265, total more than $10,000,000. Prior to the issuance of the Notes the Treasurer shall independently re-evaluate the County's determina- tion under this Section 810. In the event the Treasurer shall confirm the County's determination, the Treasurer shall so certify in writing to the Board of Commissioners and shall take 19 all actions necessary or appropriate for and on behalf of the County pursuant to the authority conferred by Act 206 and this Resolution to constitute the Notes as obligations qualifying under Paragraph (3) (A) of Section 265. Alternatively, if the Treasurer shall fail to confirm the reasonableness of the County's determination the Treasurer shall so certify in writing to the Board of Commissioners, and the Notes shall no longer be designated as qualified tax-exempt obligations, unless and until the Board of Commissioners shall by further resolution reaffirm the designation made hereby. The Treasurer is authorized and directed to make such changes to the form of the Notes set forth in Appendix A or Appendix B and to the form of Notice of Sale approved by Resolution 3, as may, in the Treasurer's discretion, be necessary to reflect any withdrawal of the designation made hereunder. Mr. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE 20 APPENDIX A UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND GENERAL OBLIGATION LIMITED TAX NOTE, SERIES 1987 Rate Maturity Date Date of Original Issue The County of Oakland, Michigan (the "County"), acknowledges itself indebted, and, for value received, promises to pay on the date specified above to or its registered assigns shown as the owner of record of this note on the books of as note registrar (the "Note Registrar") on the applicable date of record the principal sum of Dollars ($ ), upon presentation and surrender of this note at , together with interest thereon at the rate per annum specified above payable on October 15, 1987, and semi- annually thereafter on the 15th day of April and October in each year to the registered owner of record by first class mail. The date of record shall be March 31 with respect to payments made on April 15, and September 30 with respect to payments made on October 15. This note is one of a series of notes of like date and tenor, except as to maturity , numbered from 1 upwards, aggregating the principal sum of Dollars ($ ), issued under and pursuant to and in full conformity with the Constitution and Statutes of the State of Michigan and especially Act No. 206, Michigan Public Acts of 1893, as amended, and a certain 1987 Borrowing Resolution (1986 Delinquent Taxes) adopted by the County. The proceeds of this series of notes will be used to make payments to all taxing units in the County for the 1986 real property taxes returned to the County Treasurer as delinquent on or before March 1, 1987, and for the purpose of establishing a 1987 Note Reserve Account. For the payment of the principal of and interest on these notes, the following amounts are pledged: (1) all of the collections of the 1986 real property taxes due and payable to taxing units in the County, including the County, which were returned delinquent on March 1, 1987, together with all interest on such taxes; (2) all of the property tax administration fees on such delinquent taxes, once the expenses of borrowing have been paid; (3) any amounts which are received by the County from the taxing units within the County because of the uncollectabilitv of such delinquent taxes; and (4) all amounts of delinquent taxes returned to the County on March 1, 1986, 1985 or 1984, subject to any prior pledge thereof by the County made to secure notes or obligations previously issued. In the event the foregoing 21 amounts are insufficient for any reason to meet the prompt payment of the principal of and interest on these notes when due, the moneys in the 1987 Note Reserve Account shall be used to make such payment. In addition, this note is a general obligation of the County secured by its full faith and credit which shall include the limited tax obligation of the County, within applicable constitutional and statutory limits, and its general funds. The County, however, does not have the power to levy any tax for the payment of these notes in excess of its constitutional or statutory limits. Notes of this series maturing in 1988 and 1989 shall not be subject to redemption prior to maturity. Notes maturing on April 15, 1990, may be redeemed in whole or in part on any date or dates on or after April 15, 1989, at the option of the County Treasurer at par, plus accrued interest to the redemption date, plus a premium of % of the par amount so redeemed. With respect to partial redemptions, any portion of a note outstanding in a denomination larger that the minimum authorized denomination may be redeemed provided such portion as well as the amount not being redeemed constitute authorized denominations. In the event that less than the entire principal amount of a note is called for redemption, upon surrender of the note to the Note Registrar, the Note Registrar shall authenticate and deliver to the registered owner of the note a new note in the principal amount of the principal portion not redeemed. Notice of redemption shall be sent to the registered holder of each note being redeemed by first class mail at least 30 days prior to the date fixed for redemption. Any defect in any notice shall not affect the validity of the redemption proceedings. Notes so called for redemption shall not bear interest after the date fixed for redemption provided funds are on hand with a paying agent to redeem the same. This note is transferable on the note registration books of the Note Registrar upon surrender of this note together with an assignment executed by the registered owner or his or her duly authorized attorney-in-fact in form satisfactory to the Note Registrar. Upon such transfer, one or more fully registered notes with denominations of $5,000 each or any multiple of $1,000 over $5,000, in the same aggregate principal amount and the same maturity and interest rate, will be issued to the designated transferee or transferees. This Note has been designated as a qualified tax-exempt obligation for purposes of Paragraph 265(b)(3) of the Internal Revenue Code of 1986. It is hereby certified, recited and declared that all acts, conditions and things required to exist, occur and be performed precedent to and in connection with the issuance of the notes of 22 this series, exist, existed, have occurred and have been performed in due time, form and manner as required by the Constitution and Statutes of the State of Michigan. IN WITNESS WHEREOF, the County of Oakland, Michigan has caused this note to be executed in its name with the facsimile signature of its Treasurer, has caused a facsimile of its corporate seal to be affixed to it, and has caused this note to be certified by the Note Registrar, as the County's authenticating agent, all as of the Date of Original Issue set forth above. DATE OF AUTHENTICATION: COUNTY OF OAKLAND By: rfacsimilei Treasurer NOTE REGISTRAR'S CERTIFICATE The undersigned certifies that this note is one of the notes of the issue designated therein issued pursuant to the Resolution described therein. as Note Registrar By Authorized Signature 23 APPENDIX B UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND GENERAL OBLIGATION LIMITED TAX NOTE, SERIES 1987 Date of Issuance Maturity Date Rate The County of Oakland, Michigan (the "County"), acknowledges itself indebted, and for value received, promises to pay on the date specified above to BEARER the principal sum of Dollars ($ ), together with interest on the same from the Date of Issuance set forth above at the Rate per annum specified above payable on maturity. Both principal of and interest on this note are payable upon presentation and surrender of this note at (the "Paying Agent"). This note is one of a series of notes of like tenor, except as to date, amount, maturity and interest rate, numbered from 1 upwards, initially issued in an aggregate amount of Dollars ($ ), all or part of which amount may from time to time be renewed at maturity by issuance of new notes of this series, issued under and pursuant to and in full conformity with the Constitution and Statutes of the State of Michigan and especially Act No. 206 of the Michigan Public Acts of 1893, as amended, and a certain 1987 Borrowing Resolution (1986 Delinquent Taxes) adopted by the County. The proceeds of this note and other notes of this series will be used to make payments to all taxing units in the County for the 1986 real property taxes returned to the County Treasurer as delinquent on or before March 1, 1987, for the purpose of establishing a 1987 Note Reserve Account, and/or for the purpose of providing funds to pay principal of other notes of this series on maturity in order to renew the obligations represented by such notes. For the payment of the principal of and interest on this note, the following amounts are pledged (except to the extent previously used to pay principal of and interest on other notes of this series): (1) all of the collections of the 1986 real property taxes due and payable to taxing units in the County, including the County which were outstanding and uncollected on March 1, 1987, together with all interest on such taxes; (2) all of the property tax administration fees on such delinquent taxes, once the expenses of borrowing have been paid; (3) any amounts which are received by the County from the taxing units within the County because of the uncollectability of such delinquent taxes; and (4) all amounts of delinquent taxes returned to the County on March 1, 1986, 1985 or 1984, subject to any prior pledge thereof 24 by the County made to secure notes or obligations previously issued. In the event the foregoing amounts are insufficient for any reason to meet the prompt payment of the principal of and interest on this note when due, the moneys in the 1987 Note Reserve Account shall be used to make such payment. In addition, this note is a general obligation of the County secured by its full faith and credit which shall include the limited tax obligation of the County, within applicable constitutional and statutory limits, and its general funds. The County, however, does not have the power to levy any tax for the payment of this note in excess of its constitutional or statutory limits. This Note has been designated as a qualified tax-exempt obligation for purposes of Paragraph 265(b)(3) of the Internal Revenue Code of 1986. It is hereby certified, recited and declared that all acts, conditions and things required to exist, occur and be performed precedent to and in connection with the issuance of this note exist, existed, have occurred and have been performed in due time, form and manner as required by the Constitution and Statutes of the State of Michigan. IN WITNESS WHEREOF, the County of Oakland, Michigan, has caused this note to be executed in its name with a facsimile signature of its Treasurer and has caused a facsimile of its corporate seal to be affixed to it, all as of the Date of Issuance set forth above. COUNTY OF OAKLAND By: C. Hugh Dohany, Treasurer 25 #86325 November 20, 1986 Moved by Caddell supported by Hassberger the resolution be adopted. AYES: Lanni, Law, McConnell, McDonald, McPherson, Moffitt, Nelson, Page, Perinoff, Pernick, Price, Rewold, Skarritt, Webb, Wilcox, Aaron, Caddell, Calandro, Dgyon, Gosling, Hassberger, Hobart, R. Kuhn, S. Kuhn. (24) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MKRNANI COUNTY OF OAKLAND/ i, Lynn D. Allen, Clerk of the County of Oakland and having a seal, do hereby certify that I have compared the annexed copy of Miscellaneous Resolution adopted by the Oakland County Board of Commissioners