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HomeMy WebLinkAboutResolutions - 1984.03.08 - 11363ARTVE THE FOR , Ur y; 111" = r. OING RESOLUTION Vi Cl g Y Date I WE March 8, 1984 FINANCE COMMITTEE REPORT RE: AUTHORIZATION TO BORROW AGAINST DELINQUENT 1983 TAXES, AUTHORIZATION FOR ADMINISTRATIVE FUND, APPROVAL OF NOTICE OF SALE BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRMAN, LADIES AND GENTLEMEN: The finance Committee of the Board of Commissioners of the County of Oakland recommends that the Board of Commissioners authorize the County to borrow not in excess of $80,000,000 in anticipation of the collection of the 1983 delinquent real property taxes returned to the County Treasurer on March 1, 1984, and authorizes the County Treasurer to conduct the sale of the notes based upon the best method available in one or more series, such borrowing or borrowings to be accomplished as soon as the Treasurer can arrange therefor. The Committee recommends the Board of Commissioners approve the resolutions necessary to accomplish this borrowing. Mr. Chairman, I move the adoption of the foregoing resolutions. FINANCE COMMITTEE RESOLUTION NO, 84059 RE: AUTHORIZATION TO BORROW AGAINST DELINQUENT 1983 TAXES BY: FINANCE COMMITTEE 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 1 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 1693, as amended ("Act 206"). which fund has been designated as the 100% Tax Payment Fund by the County 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 dtainage 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 1983 delinquent taxes, it is hereby determined that it is necessary that the County issue its "General Obligation Limited Tax Notes, Series 1964" in accordance with Sections 87c, 87d, 87e, 87f, 87g and 89 of Act No. 206 and on the terms and conditions set forth below; and WHEREAS, the total amount of 1983 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, 1984, (the "Delinquent Taxes") is estimated to be in excess of $56,300,000, excluding interest, fees and penalties. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY AS FOLLOWS: GENERAL OBLIGATION LIMITED TAX NOTES, SERIES 1984 101. Issuance of Notes. The County shall issue its General Obligation Limited Tax Notes. Series 1984 (the "Notes") in accordance with this Resolution and Sections 87c, 87d, 87e, 67f. 87g and 89 of Act 206, payable from the Delinquent Taxes and the other sources specified below. 102. Aggregate Amount of Notes. The Notes shall be issued in an initial aggregate amount not to exceed the lesser of $80,000,000 or (i) the exact amount of the Delinquent Taxes plus (ii) an amount not to exceed fifteen percent (15%) of the Delinquent Taxes. The exact principal amount of the Notes will be designated by the Treasurer after the amount of the Delinquent Taxes has been determined. 103. Proceeds. The proceeds of the Notes shall be deposited in and used as the whole or a part of the Fund Account No. •iO3 ,4 of the County and the 1984 Note Reserve Fund in accordance with Article VI below. 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 March 1, 1984. 203. Maturity. The Notes shall be due and payable as follows: not less than $16,000,000 and not more than $30,000,000 on May 1, 1965; not less than $15,000,000 and not more than $23,000,000 on May 1, 1986; and not more than $49.000,000 on May 1, 1987. The exact amount of each maturity shall be determined - 2 - by the Treasurer when the exact aggregate principal amount of the Notes is determined by the Treasurer. 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 insurance of the Notes. 204. Interest and Date of Record. The Notes shall bear interest payable November 1, 1984, and each May 1 and November 1 thereafter, until maturity, which interest shall not exceed the maximum rate of interest permitted by law on the date the Notes are offered for sale. 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 trustee or note registrar named by the Treasurer on a different method of payment. If interest is paid differently, the Note form set forth in Appendix A shall be changed accordingly. The date of record shall be October 15 with respect to payments of principal or interest to be made on November 1, and April 15 with respect to payments of principal or interest to be made on May 1, provided, however, that the Treasurer may designate different dates of record prior to the sale of the Notes. 205. Fully Registered Notes. The Notes, subject to Section 707 below, shall be issued in fully registered form both as to principal and interest in substantially in the form attached as Appendix A. Such fully registered Notes shall be registrable upon the books of a trustee or note registrar to be named by the Treasurer. The trustee or note registrar so named may be any bank or trust company offering the necessary services pertaining to the registration and transfer of the Notes. Fully registered Notes may be authenticated by the trustee or note registrar if so ordered by the Treasurer. The Treasurer may designate the County as its own note registrar, paying agent and authenticating agent. 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 trustee or note registrar designated by the Treasurer. Upon receipt of a properly assigned Note the trustee or note registrar shall authenticate and deliver a new Note or Notes in equal aggregate principal amount and like - 3 - 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 trustee or note registrar with written instructions signed by the registered owner of the Note or his or her attorney in form satisfactory to the trustee or note registrar. Upon receipt of a Note with proper written instructions the trustee or note registrar shall authenticate and deliver a new Note or Notes to the registered owner of the Note or his or her properly designated transferee or transferees or attorney. Any service charge made by the trustee or note 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 trustee or note registrar. The trustee or note 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 to owners of interests in the Notes. Such book entry depository trust arrangement, and the form of depository trust receipts, shall be as determined by the Treasurer after consultation with the depository trustee named by the Treasurer. The Treasurer is hereby 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 trustee or note registrar otherwise named by the Treasurer, and the Notes may be transferred in part by depository trust and in part by transfer of physical notes as the Treasurer may determine. 209. Redemption. Notes maturing in 1905 and 19E16 shall not be subject to redemption prior to maturity. The Notes maturing on May 1, 1907, may be redeemed in whole or in part on any date or dates on or after May 1, 1986, at the option of the Treasurer. Notes so called for redemption shall be redeemed at the par value thereof and accrued interest plus, at the option of the Treasurer, a premium of 1% on each note, computed as a percentage of the face amount thereof, if redeemed on or after May 1. 1986, but prior to maturity. If the Treasurer elects to offer the 1% redemption premium on the Notes the Notice of Sale and the Note form shall be changed accordingly. n•• 4 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 trustee or note registrar, the trustee or 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, 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, Resolution ), 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. 212. Execution and Delivery. The Treasurer is hereby 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 in the latter instance, the Notes are thereafter authenticated by the trustee or note 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 thereafter authorized and directed to 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 - 5 - 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, which Notes need not be approved by prior order of the Municipal Finance Commission or any successor authority unless so required by such Commission or successor authority as provided by law. III 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. 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. Registered Notes; Note Registrar. The Notes, subject to Section 707 below, shall be registered, as to both principal and interest, and shall be substantially in the form attached as Appendix B. The Notes shall be registrable upon the books of a trustee or note registrar designated by the Treasurer. The trustee or note registrar so named may be any bank or trust company offering the necessary services pertaining to the registration and transfer of the Notes. Fully registered Notes may be authenticated by the trustee or note registrar it so ordered by the Treasurer. 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. - 6 - 307. Sale of Notes. The Treasurer is authorized to sell the Notes at a private sale, and is authorized to designate a marketing 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 circular 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 manually or to execute the Notes by causing a facsimile of the Treasurer's signature to be affixed, provided in the latter instance the Notes are thereafter 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 thereafter authorized and directed to 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 oe renewed, and shall not be subject to the approval of the Municipal Finance Commission. 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 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, 1987: e. interest payment dates, provided that interest must be payable annually, semi-annually or at maturity; and -7,- f. whether some or all of the Notes are subject to redemption and, if so, when. The form of order shall be substantially in the form attached as Appendix C if the Notes are to be issued in accordance with Article III and substantially in the form attached as Appendix D if the Notes are to be issued in accordance with Article II. 310. Mandatory Repayment of Notes. Notwithstanding Section 309 of this Resolution, on or before each Mandatory Repayment Date the Treasurer shall repay from the 1984 Note Payment Fund and 1984 Note Reserve Fund (as defined below) principal 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 thereafter 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. 311. Supnlemental Acireements 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 Article II/, upon such terms and conditions as the Treasurer may determine appropriate: a. A letter of credit, or similar instrument, providing backup liquidity and credit support for the Notes; b. A reimbursement agreement, or similar instrument, setting forth repayments of and security for amounts drawn under the letter of credit (or similar instrument); c. A marketing agreement designating a marketing agent or dealer and prescribing the duties of the marketing agent or dealer with respect to the sale of the Notes. The expenses, fees and charges of any kind payable in connection with such instruments shall be paid as provided in the instruments. 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. A procedure for determining the variable rate may involve the setting of the rate by a third party municipal bond specialist provided such rate must be within a stated percentage range of one of the indices set forth above. 402. 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 with variable interest rates, upon such terms and conditions as the Treasurer may determine appropriate: a. A letter of credit, or similar instrument, providing backup liquidity and credit support for the Notes; b. A reimbursement agreement, or similar instrument. setting forth repayments of and security for amounts drawn under the letter of credit (or similar instrument); c. A marketing agreement designating a marketing agent or dealer and prescribing the duties of the marketing agent or dealer with respect to the sale of the Notes. d, A put agreement 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. The expenses, fees and charges of any kind payable in connection with such instruments shall be paid as provided in the instruments. 403. If the Treasurer decides to issue the Notes on a variable interest rate basis the forms of Notes attached as Appendix A and Appendix B, and the forms of orders attached as Appendix C and Appendix D, shall be altered accordingly. If the Notes are offered for public sale the form of Notice of Sale - 9 - attached as Exhibit A to Resolution 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 1984-1, General Obligation Limited Tax Notes. Series 1984-11, 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 11 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; c. 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, and 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 Peri 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 1984 Note Reserve Fund for each series of notes, into which shall be deposited the amount borrowed for such Fund for each such series, and each such sub-accounts shall secure only the particular series for which such sub-account was created; b. Separate sub -accounts shall be established in the 1984 Note Payment Fund and all amounts deposited in such Fund shall be allocated to such sub-accounts as follows: one sub-account shall be created for all Notes issued pursuant to Article II of this - 10 - Resolution (into which shall be allocated that percentage of all deposits to the 1984 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 sub-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 1984 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 1984 Note Payment Fund prior to the issuance of any series shall be subject to re-allocation among the two sub-accounts upon the issuance of such series to achieve the required balance between the sub-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 sub-accounts to reflect the particular cash flow requirements of such series; and c. The amounts in each sub-account established in subsection 502.b. above shall secure only the Notes issued under the Article for which such sub-account was established until such Notes and interest thereon are paid in full, after which the amounts in such sub-account shall be added to the amounts in the other sub-account and used as part of such other sub-account to secure all Notes and interest thereon for which such other sub-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 hereby 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 Resolution 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. There is hereby established the 1984 100% Tax Payment Fund (the "Fund"), of which the funds and accounts set forth below are a part. 602. 1984 Account. The Treasurer shall designate a portion of the proceeds of the original issuance of the Notes (not to exceed the Delinquent Taxes) to establish Fund Account No.063/of the County (the "1984 Account") and shall apply such 1984 Account to the payment of the Delinquent Taxes in accordance with Act 206. 603. 1984 Note Reserve Fund. There is hereby established the "1984 Note Reserve Fund", into which the Treasurer shall deposit the balance of the proceeds from the original issuance of Notes (excluding accrued interest and premium, if any). All money in the 1984 Note Reserve Fund, 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 1984 Note Payment Fund. Money in the 1984 Note Reserve Fund 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 1984 Note Reserve Fund, due to its investment or reinvestment, shall be deposited in such fund, provided, however, that any and all amounts in the 1984 Note Reserve Fund in excess of 15% of the face amount of the Notes initially issued under this Resolution shall be transferred on receipt to the 1984 Note Payment Fund and used to pay the principal of, premium, if any, and interest on the Notes next due. When the 1984 Note Reserve Fund 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. 604. 1984 Note Payment Fund. There is hereby established the Fund Collection Account No. b16/41 of the County (the "1984 Note Payment Fund"), effective as of March 1, 1984, into which account the Treasurer is directed to deposit promptly on receipt all of the following payments received on account of the Delinquent Taxes: a. All Delinquent Taxes collected on and after March 1, 1984, and all interest on such taxes: b. Al). property tax administration fees on the Delinquent Taxes once the expenses of this borrowing have been paid: and o. Any amounts which are received by the Treasurer from the taxing units within the County because of the uncollectability of the Delinquent Taxes. 605. Pledge. The following moneys are hereby pledged to the repayment of the Notes and shall be used solely for repayment of the Notes until the Notes and all premium, if any, and interest on the Notes are paid in full: a. All amounts held in the 1984 Note Payment Fund; b. All amounts held in the 1984 Note Reserve Fund; and c. Al). amounts earned from the investment of moneys held in either the 1984 Note Payment Fund or the 1984 Note Reserve Fund. - 12 - 606. Limited Tax General Obligation. In addition, this Note issue 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, and its general funds. The County budget shall provide that if the pledged Delinquent Taxes and any other pledged amounts are not collected in sufficient amounts to meet the payments of the principal and interest due on these Notes. the County. before paying any other budgeted amounts. will promptly advance from its general funds sufficient money to pay that principal and interest. If the amounts pledged under Section 605 are not sufficient to pay the principal and interest when due, the County shall pay the same, as provided in this paragraph, and may thereafter reimburse itself from the Delinquent Taxes collected. The County shall not have the power to levy any tax for the payment of the Notes in excess of its constitutional or statutory limits. 607. 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 hereby 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 606 above. 608. 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 Fund, and any interest or income thereon, may be used (i) to pay any or all delinquent taxes for a year other than 1983 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 dny other proper purpose within the County's 100% Tax Payment Fund. - 13 - VII MISCELLANEOUS PROVISIONS 701. 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 Fund not pledged to the repayment of these Notes or from any funds in the 100% Tax Payment Fund not pledged to the repayment of any other notes. 702. Application to MFC: Exception. The Treasurer is hereby authorized to make application to the Municipal Finance Commission on behalf of the County for an order permitting this County to make this borrowing and issue its General Obligation Limited Tax Notes, Series 1984. If the Treasurer deems it appropriate, the Treasurer is further authorized to apply for an exception to prior approval of the Municipal Finance Commission from the Michigan Department of Treasury. 703. 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. 704. 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. 705. Chargebacks. Delinquent Taxes not paid or recovered at or prior to the May 1986 tax sale shall be charged back to the local units in such fashion as the Treasurer may determine, and the proceeds of such chargebacks shall be deposited into the 1984 Note Payment Fund no later than April 30, 1987. 706. Investments. The Treasurer is authorized to invest all moneys in the 100% Tax Payment Fund in any one or more of the investments authorized as lawful investments for counties under Act No. 20 of the Michigan Public Acts of 1943, as amended. 707. 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 - 14 - agent may be the County itself, and the forms of Note and Notice of Sale shall be changed accordingly. 708. 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 trustee or note 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 trustee or note 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 trustee or note 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 trustee or note registrar against loss due to the lost, stolen or destroyed Note and the issuance of any replacement Note in connection therewith: and (iv) the agreement of the owner of the Note (or his or her attorney) to pay all expenses of the County and the trustee or note registrar in connection with the replacement. including the transfer and exchange costs which otherwise would be paid by the County. 709. Arbitrage Covenant. Notwithstanding any other provision of this resolution or other resolutions adopted heretofore, the County hereby 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 General Obligation Limited Tax Notes, Series 1984, 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 the Internal Revenue Code of 1954, as amended, and all rules and regulations relating thereto. APPENDIX A UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF GENERAL OBLIGATION LIMITED TAX NOTE, SERIES 1984 Rate Maturity Date Date of Original Issue KNOW ALL MEN BY THESE PRESENTS, that the County of Michigan (the "County"), hereby 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 November 1, 1984. and semi-annually thereafter on the first day of May and November in each year to the registered owner of record by first class mail. The date of record shall be October _ with respect to payments made on November 1, and April _ with respect to payments made on May 1. 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 1984 Borrowing Resolution (1983 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 1983 real property taxes returned to the County Treasurer as delinquent on or before March 1, 1984, and for the purpose of establishing a 1984 Note Reserve Fund in an amount of $ For the payment of the principal of and interest on these notes, the following amounts are hereby pledged: (1) all of the collections of the 1983 real property taxes due and payable to taxing units in the County, including the County, which were returned delinquent on March 1. 1984, together with all interest thereon; (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. In the event the foregoing amounts are insufficient for any reason to meet the prompt payment of the - 16 - principal and interest on these notes when due, the moneys in the 1.984 Note Reserve Fund 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 1985 and 1986 shall not be subject to redemption prior to maturity. Notes maturing on May 1, 1987. may be redeemed in whole or in part on any date or dates on or after May 1, 1986, 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 trustee or note registrar, the trustee or 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 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 , Michigan, has caused this note to be executed in its name with the facsimile signature of its Treasurer and has caused a facsimile of its corporate seal to be affixed hereto, and has caused this note to be certified by the Note Registrar, as the County's authenticating agent, all as of the issuance date set forth above. COUNTY OF 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 ASSIGNMENT For value received, the undersigned sells, assigns and transfers unto this note and all rights hereunder and hereby irrevocably appoints attorney to transfer this note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of this note in every particular. - 18 - APPENDIX B UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF GENERAL OBLIGATION LIMITED TAX NOTE, SERIES 1984 Date of Issuance Maturity Date Rate KNOW ALL MEN BY THESE PRESENTS, that the County of Michigan (the "County"), hereby 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, on the date of record the principal sum of ($ Dollars, together with interest thereon from the date hereof at the rate per annum specified above payable on maturity. The date of record shall be that date one day prior to the date of maturity. 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 1984 Borrowing Resolution (1983 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 1983 real property taxes returned to the County Treasurer as delinquent on or before March 1, 1984, for the purpose of establishing a 1984 Note Reserve Fund, 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 thereby. For the payment of the principal of and interest on this note, the following amounts are hereby 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 1983 real property taxes due and payable to taxing units in the County, including the County which were outstanding and uncollected on March 1, 1984, together with all interest thereon; (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 - 19 - taxing units within the County because of the uncollectability of such delinquent taxes. 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 1984 Note Reserve Fund 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 , Michigan, has caused this note to be executed in its name by its Treasurer and has caused its corporate seal to be affixed hereto, all as of the date set forth below. COUNTY OF DATE* By: Treasurer ASSIGNMENT For value received, the undersigned sells, assigns and transfers unto this note and all rights hereunder and hereby irrevocably appoints attorney to transfer this note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of this note in every particular. APPENDIX C ORDER AUTHORIZING ISSUANCE OF RENEWAL NOTES • Treasurer of the County of Michigan, authorize the issuance of $ renewal notes in accordance with Section 309 of the County's 1984 Borrowing Resolution (1983 Delinquent Taxes). Such renewal notes shall be sold to the purchasers in the denominations, dates, interest rates and maturities specified below: Date Purchaser Amount Maturity Rate Date: County Treasurer APPENDIX D ORDER AUTHORIZING ISSUANCE OF RENEWAL NOTES I. Treasurer of the County of Michigan, authorize the sale and issuance of $ of renewal notes in accordance with Section 309 of the County's 1984 Borrowing Resolution (1983 Delinquent Taxes). Such notes shall generally be subject to the provisions of Article II of such Resolution except that: 1. The notes shall be dated 2. The notes shall be in denominations of $ each. 3. The notes shall mature on the following dates in the following aggregate amounts: Amount Date 4. Interest shall be payable on and on each and thereafter until maturity. 5. Notes maturing on shall be subject to redemption at the option of the Treasurer on any interest payment date on and after or 5. The notes shall not be subject to redemption prior to maturity. Date: County Treasurer this 8th day c if ) Marc 19 84 Ly_iutr,0 , _ALL E: Counity t.c.r of Deed #84059 • March 8, 4984 Moved by Dr. Caddell supported by Perinoff that Resolution #84059 be adopted. AYES: Pernick, Price, Wilcox, Aaron, Caddell, Calandro, Doyon, Foley, Fortino, Hobart, Jackson, R. K011, S, Kuhn, Lanni, Law, McPherson, Moore, Nelson, Olsen, Perinoff. (20) NAYS: None. (0) A sufficient majority having voted therefor, Resolution 1184059 was adopted. STATE OF MICHIGA) COUNTY 1D OAKLAND) I, Lynn D. Allen, Clerk of the County of Oakland and having a s4:al, do hereby certify that I have compared thu annexed copy of Miscellaneous Resolution adopted by the Oakland County Board of CommiFsioners at their rieetiaq held on March _8, 1984 , with the orginial record thereof now remininD in my office, ar,d that it is a true and correct transcript therefro, and of tho whole thereof. In Testinony Whereof, I have hereunt::, set my hand and affixed the seal of said County at Pontiac, hichigan