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HomeMy WebLinkAboutResolutions - 1985.11.07 - 11271MISCELLANEOUS RESOLUTION 4i 35312 November 7, 1985 BY: FINANCE COMMITTEE - RE: TREASURER'S OFFICE - AUTHORIZATION TO BORROW AGAINST DELINQUENT 1985 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 Oakland County 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 share 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 Oakland County Delinquent Tax Revolving Fund, pursuant to Section 87b of Act No. 206 of the 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 1985 delinquent taxes, it is determined that it is necessary that the County issue its "General Obligation Limited Tax Notes, Series 1986" in accordance with Sections 87c, 87d, 87e. 871, 87g and 89 of Act No. 206 and on the terms and conditions set forth below; and WHEREAS, the total amount of 1985 real property taxes, together with property tax administration fees returnable to the Treasurer pursuant to subsection (6) of Section 44 of Act 206, which will become delinquent and be returned to the Treasurer for collection on March 1, 1986 (the "Delinquent Taxes") has not yet been determined but will be determined at a later date; and WHEREAS, subsection (5) of Section 89 of Act 206 permits the County to pledge a second lien on delinquent taxes from prior years (the "Prior Delinquent Taxes") in order to secure payment of principal of, premium (if any) and interest on the Notes: NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY AS FOLLOWS: GENERAL OBLIGATION LIMITED TAX NOTES, SERIES 1986 101. Issuance of Notes. The County shall issue its General Obligation Limited Tax Notes, Series 1986 (the "Notes") in accordance with this Resolution and Sections 87c, 87d, 87e, 87f, 87g and 89 of Act 206, payable from the Delinquent Taxes, Prior Delinquent Taxes and other sources as specified below. 102. Aggregate Amount of Notes. The Notes shall be issued in an aggregate amount not to exceed the sum of the estimated Delinquent Taxes, plus Prior Delinquent Taxes unpaid as of December 1, 1985, plus an amount not to exceed fifteen percent (15%) of the estimated Delinquent Taxes. The exact principal amount of the Notes will be designated by the Treasurer after the amount of the Delinquent Taxes, or the amount of Delinquent Taxes to be funded by the issuance of the Notes, has been estimated by the Treasurer on the basis of delinquencies experienced during the past three fiscal years. 103. Proceeds. If the Notes are sold and issued prior to March 1, 1986 the proceeds of the Notes shall be deposited in the Delinquent Tax Project Fund and thereafter used to fund the whole or a part of the 1986 100% Tax Payment Account, the 1986 Note Reserve Account and the 1966 Note Payment Fund in accordance with Article VI below. If the Notes are sold and issued on or after March 1, 1986, the proceeds of the Notes shall be deposited directly into the 1986 100% Tax Payment Account, the 1986 Note Reserve Account and the 1986 Note Payment Fund as provided in Article VI. II FIXED MATURITY NOTES 201. At the option of the Treasurer, exercisable by order of the Treasurer, the 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, 1985, or such later date (not later than the date of actual issuance of the Notes) as the Treasurer may specify by order. 203. Maturity. The Notes shall be due and payable at the option of the Treasurer as follows: not less than 30% nor more than 50% of the amount of estimated Delinquent Taxes on April 15, 1987; not less than 20% and not more than 37% of the amount of estimated Delinquent Taxes on April 15, 1988; and the balance of the total principal amount of Notes issued on April 15, 1989. 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 April 15, 1986, and each succeeding October 15 and April 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 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 15 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. 205. Fully Registered Notes. The Notes shall be issued in fully registered form both as to principal and interest in substantially the form attached as Appendix A. Such fully registered Notes shall be registrable upon the books of a note registrar to be named by the Treasurer (the "Registrar"). 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 the Notes. 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 $1,000 or any multiple of $1,000, as determined by the Treasurer, and shall be numbered from one upwards in such order as the Treasurer shall determine. 207. Transfer or Exchange of Notes. Any Note shall be transferable on the note register maintained with respect to the Notes upon the surrender of the Note together with an assignment executed by the registered owner or his or her duly authorized attorney 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 denominations aggregating the same principal amount as the Note or Notes being exchanged. Such exchange shall be effected by surrender of the Note to be exchanged to the Registrar with written instructions signed by the registered owner of the Note or his or her attorney 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 registered owner of the Note or his or her properly designated transferee, transferees or attorney. 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 Treasurer 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 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 arrangement, and the form of depository trust receipts or acknowledgments, shall be as determined by the Treasurer after consultation with the depository trustee named by the Treasurer. 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 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 1987 and 1988 shall not be subject to redemption prior to maturity. The Notes maturing on April 15, 1989, may be redeemed in whole or in part on any date or dates on or after After 15, 1988, at the option of the Treasurer. Notes so called for redemption shall be redeemed at par value, plus accrued interest, plus, at the option of the Treasurer, a premium of up to 1%, as designated by the Treasurer, on each note, computed as a percentage of par value, if redeemed on or after April 15, 1988, but prior to maturity. If the Treasurer elects to offer the redemption premium on the Notes the Notice of Sale and the Note form shall be changed accordingly. 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 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 of not to exceed 2% or such lesser amount as may be authorized by the Treasurer. 211. Public or Private Sale. The Treasurer may, at the Treasurer's option, conduct a public sale of the Notes (after publication of the Notice of Sale attached to, and as provided in the separate resolution approved by this Board), 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. The Treasurer may alternatively, 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 for the County or to execute the same by causing a facsimile of the Treasurer's signature to be affixed, provided that if the facsimile signature is used the Notes must be authenticated by the Registrar named by the Treasurer. The Notes shall be sealed with the County seal or a facsimile of such seal. If permitted by law, the Notes may be delivered without the actual or facsimile seal of the County and signature of the Treasurer. The Treasurer is authorized and directed to then deliver the Notes to the purchaser upon receipt of the purchase price, which delivery may 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 will be delivered at the expense of the County in such city or cities 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 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. SHORT TERM RENEWABLE NOTES 301. At the option of the Treasurer, exercisable by order of the Treasurer, the Notes shall 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 order of the Treasurer. - 6 - 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. Bearer Notes; Paying Agent. The Notes shall be payable to bearer at a paying agent or Paying agents designated by the Treasurer, and shall be substantially in the form attached as Appendix B. At the option of the Treasurer, the Notes may be issued in registered form, in which event Sections 207 and 208 shall apply to such Notes. 305. Denomination and Numbers. The Notes shall be issued in one or more denomination or denominations of $1,000 or any multiple of $1,000, as determined by the Treasurer, and shall be numbered from one upwards in such order as the Treasurer determines. 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 Notes issued pursuant to this Article. 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 for the County or to execute the same by causing a facsimile of the Treasurer's signature to be affixed, provided that if the facsimile signature is used the Notes must be authenticated by an authenticating agent named by the Treasurer. The Notes shall be sealed with the County seal or a facsimile of such seal. If permitted by law, the Notes may be delivered without the actual or facsimile seal of the County and the signature of the Treasurer. The Treasurer is authorized and directed to then deliver the Notes to the purchaser upon receipt of the purchase price, which delivery may be made in the discretion of the Treasurer at one time or in part at various times. The Notes will be delivered at the expense of the County in such city or cities designated or agreed to by the Treasurer. 309. Renewal Notes. The Treasurer may by 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, and shall not be subject to the approval of the Michigan Department of Treasury. 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 provisions of Article II shall govern the issuance of the Notes, provided that, if Notes are to be issued in accordance with Article It, 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, 1989; (e) interest payment dates, provided that interest must be payable annually, semi-annually or at maturity; and (f) whether some or all of the Notes are subject to redemption and, if so, when. 310. Mandatory Repayment of Notes. Notwithstanding Section 309 of this Resolution, on or before each Mandatory Repayment Date the Treasurer shall repay from the 1986 Note Payment Fund and 1986 Note Reserve Account (as defined below) principal of and interest on Notes or renewal Notes in an amount sufficient to assure continued maintenance of the tax-exempt status of the interest on the Notes. For purposes of this Section 310, "Mandatory Repayment Date" shall initially mean the date twelve months after the date of the original issuance of the Notes or the date on which the repayment of Notes described above is first made, if earlier, and after such date shall mean the date which is twelve months after the last Mandatory Repayment Date or the date the next repayment of Notes described above is made, if earlier. IV VARIABLE INTEREST RATE 401. At the option of the Treasurer, exercisable by order, the Notes, whether issued pursuant to Article II or Article III above, may be issued with interest rates that vary during the life of the Notes, not, however, exceeding the maximum rate of interest permitted by law. The order of the Treasurer shall provide how often interest rates shall be subject to recalculation and the formula or procedure for determining the variable 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. A 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 must be within a stated percentage range of one or more of the indices set forth above. 402. 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. If the Notes are offered for public sale the form of Notice of Sale attached as Exhibit A to Resolution 3 below shall also be altered to reflect the variable interest rate option. V MULTIPLE SERIES OPTIONAL 501. Issuance of Multiple Series. At the option of the Treasurer, exercisable by order of the Treasurer, the Notes may be issued in two or more series designated General Obligation Limited Tax Notes, Series 1986-1, General Obligation Limited Tax Notes, Series 1986-11, and so on with subsequent series being designated with succeeding Roman numerals. The Notes of each such series shall be issued according to this Resolution in all respects (and the word "Notes" shall be deemed to include each series of Notes throughout this Resolution) provided that: (a) The Notes of all series may not exceed in aggregate amount the maximum aggregate amount permitted under Section 102 above; (b) Each series may be issued pursuant to Article II or Article III (with or without the variable interest rate option provided in Article IV) and different series may be issued pursuant to different Articles; - 9 - (a) A series may be issued under Article II for only one or two 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 the minimum annual maturities set forth in Section 203 above shall be reduced and applied pro rata to all Notes so issued; and (d) Notes of all series issued pursuant to Article II above may not, in aggregate, mature in amounts or on dates exceeding the maximum authorized maturities set forth in Section 203 above. 502. Notes Secured Pan i Passu. If the Notes are sold in multiple series pursuant to this Article V. each series of Notes shall 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: (a) Separate sub-accounts shall be established in the 1986 Note Reserve Account for each series of Notes, into which shall be deposited the amount borrowed for such Account for each such series, and each such sub-account shall secure only the particular series for which such sub-account was created; (b) Separate accounts shall be established in the 1986 Note Payment Fund and all amounts deposited in such Fund shall be allocated to such accounts as follows; one account shall be created for all Notes issued pursuant to Article II of this Resolution (into which shall be allocated that percentage of all deposits to the 1986 Note Payment Fund equal to the percentage that Notes issued pursuant to Article II bears to the total Notes issued under this Resolution) and one account shall be created for all Notes issued pursuant to Article III of this Resolution (into which shall be allocated that percentage of all deposits to the 1986 Note Payment Fund equal to the percentage that Notes issued pursuant to Article III bears to the total Notes issued pursuant to this Resolution), provided that if the various series are issued at different times sums deposited to the 1986 Note Payment Fund prior to the issuance of any series shall be subject to re-allocation among the two accounts upon the issuance of such series to achieve the required balance between the accounts established pursuant to this subsection 502(b), and further 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 two accounts to reflect the particular cash flow requirements of such series; and (c) The amounts in each account established in subsection 502(b) above shall secure only the Notes issued under the Article for which such account was established until such Notes and interest on such Notes are paid in full, after which the amounts in such account shall be added to the amounts in the other account and used as part of such other account to secure all Notes and interest on such Notes for which such other account was created until paid in full. 503. Note Form and Notice of Sale. If the Notes are sold in multiple series pursuant to this Article V. the Treasurer is authorized and directed to make such changes to the form of the notes approved by this Resolution and the form of Notice of Sale approved by the separate resolution of the Board below, 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 Fund. If the Notes are issued and sold prior to March 1, 1986 then there shall be created and established a 1986 Delinquent Tax Project Fund (the "Project Fund"), as a separate and distinct fund of the County within its general fund. The Project Fund shall receive all proceeds from the sale of the Notes, including any premium or accrued interest received at the time of sale of the Notes. The Project Fund shall be held in trust by a commercial bank, as Escrow agent, which is located in Michigan, has authority to exercise trust powers, and has a net worth of not less than $25,000.000 until the moneys therein are disbursed in accordance with this Article VI. The form and content of the agreement between the County and such escrow agent shall be approved by the Treasurer. Moneys deposited in the Project Fund shall be expended solely for the purpose of funding the 1986 100% Tax Payment Fund (including the 1986 Note Reserve Account therein) established under Section 602 hereof. Any surplus proceeds remaining in the Project Fund after the Treasurer has completed the funding of the 1986 100% Tax Payment Fund, shall be transferred to the 1986 Note Payment Fund created under Section 603 hereof. Moneys in the Project Fund may be disbursed by the escrow agent to the 1986 100% Tax Payment Fund at any time, and from time to time after. March 1, 1986, 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 1986 100% Tax Payment Fund. Such completion certificate shall direct the escrow agent to disburse any amounts remaining in the Project Fund to the 1986 Note Payment Fund established pursuant to Section 603. - 11 - 602. 1986 100% Tax Payment Fund. There is hereby established within the County's Delinquent Tax Revolving Fund the 1986 100% Tax Payment Fund, of which the funds and accounts set forth below are hereby established as a part thereof: (a) 1986 Tax Payment Account. The 1986 Tax Payment Account shall be used to pay to the local units of government within the County, including the County, the amount of Delinquent Taxes returned to the County, as adjusted and finally agreed upon by the County. If the proceeds of the Notes are initially deposited in the Project Fund pursuant to Section 601, the Treasurer is authorized and directed to transfer a portion of the Project Fund (not to exceed the amount of Delinquent Taxes) to Account No. of the County (the "1986 Tax Payment Account") in accordance with the procedures set forth in Section 601. If the Notes are initially issued and sold after March 1, 1986, there shall be deposited in the 1986 100% Tax Payment Account an amount of proceeds not in excess of the Delinquent Taxes. The County shall apply the moneys in the 1986 Tax Payment Account to the payment of the Delinquent Taxes in accordance with Act 206. (b) 1986 Note Reserve Account. After depositing all of the moneys to fund the 1986 Tax Payment Account pursuant to paragraph (a) of this Section, the Treasurer shall next either transfer to the 1986 Note Reserve Account, from the Project Fund, or shall deposit directly from the proceeds of the Notes received upon their initial issuance and sale occurring after March 1, 1986, an amount of moneys not in excess of 15% of the amount transferred to the 1986 Tax Payment Account. All moneys in the 1986 Note Reserve Account, except as provided below, 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 1986 Note Payment Fund. Money in the 1986 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 1986 Note Reserve Account, due to its investment or reinvestment, shall be deposited in such fund, provided, however, that any and all amounts in the 1986 Note Reserve Account in excess of 15% of the face amount of the Notes initially issued under this Resolution shall be transferred on receipt to the 1986 Note Payment Fund and used to pay the principal of, premium, it any, and interest on the Notes next due. When the 1986 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. 603. 1986 Note Payment Fund. There is hereby established a Collection Account No. of the County (the "1986 Note Payment Fund"), effective as of March 1, 1986, into which account the Treasurer is directed to deposit, promptly on receipt, all of the following payments received on account of the Delinquent Taxes: - 12 - (a) All Delinquent Taxes collected on and after March 1, 1986, and all interest on such taxes; (b) All property tax administration fees on the Delinquent Taxes once the expenses of this borrowing have been paid; (c) Any amounts which are received by the Treasurer from the taxing units within the County because of the uncollectability of the Delinquent Taxes; and (d) All amounts remaining in the Project Fund after the transfers to the 1986 100% Tax Payment Account and 1986 Note Reserve Account have been made as required by Section 602. Moneys in the 1986 Note Payment Fund shall be used by the County only to pay principal of, premium (if any) and interest on the Notes as the same become due and payable. 604. Pledge. The following moneys 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: (a) All amounts held in the Project Fund; (b) All amounts held in the 1986 Note Payment Fund; (c) All amounts held in the 1986 Note Reserve Account; (d) All amounts earned from the investment of moneys held in either the 1986 Note Payment Fund or the 1986 Note Reserve Fund; and (e) All delinquent taxes due to the County which were returned to the County on March 1. 1985, March 1, 1984 or March 1, 1983 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. 605. Limited Tax General Obligation. In addition, the Notes shall be a general obligation of the County, secured by its full faith and credit (which includes the limited tax obligation of the County, within applicable constitutional and statutory 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 payments of the principal and interest due on the Notes, the County. before paying any other budgeted amounts, will promptly advance from its general funds sufficient moneys to pay that principal and interest. If the amounts pledged under Section 604 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, as provided in this paragraph, and may later reimburse itself from the Delinquent Taxes collected. The County shall not have the power_ to levy duy LdX fOL the payment of the Notes in excess of its constitutional or statutory limits. 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 604 for the repayment of the Notes are re-pledged for repayment of the principal of and interest on any renewal, refunding or advance refunding Notes issued pursuant to this Resolution. Furthermore, such renewal, refunding or advance refunding Notes shall be 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, all as more fully provided in Section 605 above. 607. Use of Funds After Full Payment or Provision for Payment. After all principal of, premium, if any and interest on the Notes have been paid in full or provision has been made for the payment of such principal, premium, if any, and interest by investments 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 1986 100% Tax Payment Fund, and any interest or income on any such amounts, may be used (i) to pay any or all delinquent taxes for a year other than 1985 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 Delinquent Tax Revolving Fund. VII SUPPLEMENTAL AGREEMENTS AND DOCUMENTS 701. Supplemental Agreements and Documents. The Treasurer, on behalf of the County, is authorized to enter into so many or all of the following as may, in the Treasurer's discretion, be necessary, 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 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. The expenses, fees and charges of any kind payable in connection with such instruments shall be paid as provided in the instruments. 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 provision. Such Revolving Credit Notes shall be issued pursuant to Article II or III, as appropriate, but the Treasurer may, in the Revolving Credit Agreement, agree that the Revolving Credit Notes shall be subject to the following: (a) They may be issued in bearer form or registered form so long as the form of the Note does not disqualify the interest on the Note from exemption from federal income taxation. (b) They may be dated as of the date of issuance or as of a date certain specified in the Agreement, provided that no principal of any Revolving Credit Note shall be considered outstanding 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 April 15, 1989, 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 substitute one such Note in a lesser principal amount for another in the event the lending commitment is reduced) provided that attached to such Note is a schedule on which loans and repayments 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 funds in the 1986 100% Tax Payment Fund not pledged to the repayment of these Notes or from any funds in the 1986 100% Tax Payment Fund not pledged to the repayment of any other notes. 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 this County to make this borrowing and issue the Notes. If the Treasurer deems it appropriate, the Treasurer is alternatively authorized to apply for an exception to prior approval of the Department of Treasury from the Department. 803. Bond Counsel. The Notes (and any renewal, refunding or advance refunding Notes) shall be delivered with the unqualified opinion of bond counsel chosen by the Treasurer, which selection may, at the option of the Treasurer, be for one or more years. The cost of this legal opinion and the printing of the Notes will be at the expense of the County, but the expenses will be paid, as provided in this Resolution, from the County's 100% Tax Payment Fund. 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 Fund and of all other transactions relating to such funds and accounts, including investments of money in, and gain derived from, such funds and accounts. 805. Charaebacks. Delinquent Taxes not paid or recovered at or prior to the May 1988 tax sale shall be charged back to the - 16 - local units in such fashion as the Treasurer may determine, and the proceeds of such chargebacks shall be deposited into the 1986 Note Payment Fund DO later than March 1, 1989. 806. Investments. The Treasurer is authorized to invest all moneys in the Project Fund, the 1986 100% Tax Payment Fund or the 1986 Note Payment Fund 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, Public Acts of 1982, as amended, and invest moneys in the Project Fund, the 1986 100% Tax Payment Fund or the 1986 Note Payment Fund in any investment pool created thereby. 807. Bearer Notes. If any series of Notes may be issued in bearer form without interest on such Notes losing the federal income tax exemption, the Notes may, by order of the Treasurer, be so issued. In such event the Notes shall be payable at a paying agent designated by the County Treasurer, which paying agent may be the County itself, and the forms of Note and Notice of Sale shall be changed accordingly. The Treasurer is authorized and directed to execute the Notes for the County or to execute the same by causing a facsimile of the Treasurer's signature to be affixed, provided that if the facsimile signature is used the Notes must be authenticated by the Paying Agent named by the Treasurer. The Notes shall be sealed with the County seal or 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 the case of a mutilated Note, a replacement Note shall not be delivered unless and until such mutilated Note is surrendered to the Treasurer or the Registrar designated by the Treasurer. 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 instrument bond for principal and interest remaining unpaid on the lost, stolen or destroyed Note; (ii) an affidavit of the registered owner (or his or her attorney) setting forth ownership 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 (or his or her attorney) to fully indemnify the County and the Registrar against loss 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 (or his or her attorney) 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. 809L Arbitrage Covenant. Notwithstanding any other provil of thin resolution or other resolutions previously adopted, the County covenants with the purchaser (within the meaning of Sections 1.103-13, 1.103-14 and 1.103-15 of the Income Tax Regulations prescribed by the Commissioner of Internal Revenue) of the Notes, that the County will make no use of the proceeds of the Notes which, if such use had been reasonably expected on the date of issuance of the Notes, would have caused the Notes to be "arbitrage bonds," as defined in Section 103(c) of thel Internal Revenue Code of 1954, as amended, and all rules and regulaLions relating to such Section. APPENDIX A UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND GENERAL OBLIGATION LIMITED TAX NOTE, SERIES 1986 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 April 15, 1986, and semiannually thereafter on the fifteenth day of October and April in each year to the registered owner of record by first class mail. 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. 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 of the Michigan Public Acts of 1893. as amended, and a certain 1986 Borrowing Resolution (1985 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 1985 real property taxes returned to the County Treasurer as delinquent on or before March 1, 1986, and for the purpose of establishing a 1986 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 1985 real property taxes due and payable to taxing units in the County, including the County, which were returned delinquent on March 1. 1986, 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; and (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, 1985, 1984 or 1983, subject to any prior pledge thereof by the County made to secure notes or obligations previously issued. In the event the - 19 - foregoing 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 1986 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 maturing in 1987 and 1988 shall not be subject to redemption prior to maturity. Notes maturing on April 15, 1989, may be redeemed in whole or in part on any date or dates on or after April 15, 1988 at the option of the County Treasurer at par. plus accrued interest to the redemption date. 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 thirty (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 form satisfactory to the Note Registrar. Upon such transfer, one or more fully registered notes with denominations of $5,000 or any multiple of $1,000 over $5,000, in the same aggregate principal amount and the same maturity and interest rate, will be issued to the designated transferee or transferees. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the issuance of the notes of this series, exist, existed, have happened and have been performed in due time, form and manner as required by the Constitution and Statutes of the State of Michigan. IN WITNESS WHEREOF, the County of Oakland. Michigan, has caused this note to be executed in its name with the facsimile signature of its Treasurer, has caused a facsimile of its corporate seal to be affixed to it, and has caused this note to be certified by the Note Registrar, as the County's authenticating agent, all as of the Date of Original Issue set forth above. COUNTY OF OAKLAND DATE OF AUTHENTICATION: By: [facsimile] Treasurer NOTE REGISTRAR'S CERTIFICATE The undersigned certifies that this note is one of the notes of the issue designated therein issued pursuant to the Resolution described therein. as Note Registrar By Authorized Signature APPENDIX B UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND GENERAL OBLIGATION LIMITED TAX NOTE, SERIES 1986 Date of Issuance Maturity Date Rate The County of Oakland, Michigan (the "County"), acknowledges itself indebted, and for value received, promises to pay on the date specified above to BEARER the principal sum of ($ ) 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 1986 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 1985 real property taxes returned to the County Treasurer as delinquent on or before March 1, 1986, for the purpose of establishing a 1986 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 1985 real property taxes due and payable to taxing units in the County, including the County which were outstanding and uncollected on March 1, 1986, 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; are (4) all amounts of delinquent taxes returned to the County on March 1, 1985, 1984 or 1983, subject to any prior pledge thereof 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 1986 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. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this note exist, existed, have happened 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: Treasurer V rilei T. bAurpK-TdPur y -r-t-77-tT 0-00 Moved by Caddell supported by Hassberger that Resolution # 85312 be adopted. AYES: Nelson, Olsen, Page, Perinoff, Pernick, Rewold, Skarritt, Webb, Wilcox, Aaron, Caddell, Calandra, Doyon, Fortino, Gosling, Hassberger, R. Kuhn, S. Kuhn, Lanni, Law, McDonald, McPherson, Moffitt, Moore. (24) NAYS: A sufficient majority having voted therefor, Resolution # 85312 was adopted. None. (0) I HEW APPROVE TN TRDNI STATE OF MICHIGAN COUNTY OF OAKLAND ) SS. 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 at their meeting held on November 7 1985 with the original record thereof now remaining in my office, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County of Pontiac j_Michigan, this 7th day of November , 1985. Cou'ity Clerk/Register of Deeds