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HomeMy WebLinkAboutResolutions - 1990.03.08 - 16720MISCELLANEOUS RESOLUTION #90.046,_ DATE March 8 1990 BY: FINANCE COMMITTEE - G. WILLIAM CADDELL RE: TREASURER'S OFFICE - AUTHORIZATION TO BORROW AGAINST DELINQUENT 1989 TPXLS TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRPERSON, LADIES AND GENTLEMEN: WHEREAS, ad valorem real property taxes are imposed by the County and the local taxing units within the County on July 1 and/or December 1 of each year; and WHEREAS, a certain portion of these taxes remain unpaid and uncollected on March 1 of the year following assessment, at which time they are returned delinquent to the County's treasurer (the "Treasurer"); and WHEREAS, the Treasurer is bound to collect all delinquent taxes, interest and property tax administration fees that would otherwise be payable to the local taxing units within the County; and WHEREAS, the statutes of the State of Michigan authorize the County to establish a fund, in whole or in part from borrowed proceeds, to pay local taxing units within the County their respective shares of delinquent ad valorem real property taxes, in anticipation of the collection of those taxes by the Treasurer; and WHEREAS, the County Board of Commissioners (the "Board") has adopted a resolution authorizing the County's Delinquent Tax Revolving Fund, pursuant to Section 87b of Act No. 206, Michigan Public Acts of 1893, as amended ("Act 206"); and WHEREAS, such fund has been established to provide a source of monies from which the Treasurer may pay any or all delinquent ad valorem real property taxes that are due the County, and any city, township, school district, intermediate school district, community college district, special assessment district, drainage district, or other political unit within the geographical boundaries of the County participating in the County's Revolving Fund program pursuant to Act 206 ("local units"); and WHEREAS, the Treasurer is authorized under Act 206, and has been directed by the Board, to make such payments with respect to delinquent ad valorem real property taxes (including the property tax administration fees assessed under subsection (6) of Section 44 of Act 206) owed in 1989 to the County and the local units (collectively, the "taxing units") that will have remained unpaid on March 1, 1990 (the "Delinquent Taxes"); and WHEREAS, the Board has determined that in order to raise sufficient monies to adequately fund the Revolving Fund the County must issue its 1990 General Obligation Limited Tax Notes, in one or more series, in accordance with Sections 87c, 87d, 87e, 87f, 87g and 89 of Act 206 and on the terms and conditions set forth below. NOW, THEREFORE, IT IS RESOLVED BY THE BOARD AS FOLLOWS: GENERAL PROVISIONS 101. Establishment of 1990 Revolving Fund. In anticipation of the program addressed in this Resolution and in accordance with Act 206, the County hereby establishes a 1990 Delinquent Tax Revolving Fund (the "Revolving Fund"), as a separate and segregated fund within the existing Delinquent Tax Revolving Fund of the County previously established by the Board pursuant to Section 87b of Act 206. 102. Issuance of Notes. The County shall issue its 1990 General Obligation Limited Tax Notes in one or more series (the "Notes"), in accordance with this Resolution and Sections 87c, 87d, 87e, 87f, 87g and 89 of Act 206, payable in whole or in part from the Delinquent Taxes and/or from the other sources specified below. 103. Aggregate Amount of Notes. (a) The Notes shall be issued in an aggregate amount to be determined by the Treasurer in accordance with this Section. (b) The aggregate amount of the Notes shall not be less than the amount by which the actual or estimated Delin- quent Taxes exceeds (i) the County's participating share of Delinquent Taxes and (ii) any sums otherwise available to fund the Tax Payment Account established under Section 702 (including any monies held in respect of Section 704(c)). (c) The aggregate amount of the Notes shall not be greater than the sum of (i) the actual amount of the Delinquent Taxes pledged to the payment of debt service on the Notes, plus (ii) the amount determined by the Treasurer to be allocated to a reserve fund. Original proceeds of the Notes devoted to a reserve fund shall not exceed the lesser of (A) the amount reasonably required for those of the Notes secured by the reserve fund, (B) 10% of the proceeds of such Notes, (C) the maximum amount of annual debt service on such Notes, or (D) 125% of average annual debt service on such Notes. (d) The aggregate amount of the Notes shall be designated by the Treasurer by written order after (i) the amount of the Delinquent Taxes, or the amount of Delinquent Taxes to be funded by the issuance of the Notes, has been estimated or determined, and (ii) the amount of the reasonably required reserve fund has been calculated. Delinquent Taxes 2 shall be estimated based on delinquencies experienced during the past three fiscal years and on demographic and economic data relevant to the current tax year, and shall be determined based on certification from each of the taxing units. The amount of the reasonably required reserve fund shall be calculated pursuant to such analyses and certificates as the Treasurer may request. 104. Proceeds. If the Notes are issued and sold before the Treasurer has received certification from the taxing units of the amount of the Delinquent Taxes and if such certi- fication is not reasonably anticipated to occur to allow dis- tribution of the proceeds of the Notes within 20 days after the date of issue, the proceeds of the Notes shall be deposited in the County's 1990 Delinquent Tax Project Account and thereafter used to fund the whole or a part of the County's 1990 Tax Pay- ment Account, 1990 Note Reserve Account and/or 1990 Note Pay- ment Account, subject to and in accordance with Article VII. If the Notes are issued and sold on or after such time, the proceeds of the Notes shall be deposited directly into the County's 1990 Tax Payment Account, 1990 Note Reserve Account and/or 1990 Note Payment Account, as provided in Article VII. II FIXED MATURITY NOTES 201. Authority. At the option of the Treasurer, exer- cisable by written order, 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 as of the date of issue or as of such earlier date specified by written order of the Treasurer. 203. Maturity and Amounts. Notes issued pursuant to this Article II shall be structured in accordance with subsections (a) or (b) below, as determined by the Treasurer pursuant to written order. (a) The first maturity of the Notes or of a series of the Notes shall be determined by the Treasurer pursuant to written order, but shall not be later than one year after the date of issue. Later maturities of the Notes shall be on the first anniversary of the preceding maturity or on such earlier date as the Treasurer may specify by written order. The Notes shall be structured with the number of maturities determined by the Treasurer to be necessary or appropriate, and the last maturity shall be scheduled for no later than the fourth anniversary of the date of issue. The amount of each maturity shall be set by the Treasurer when the amount of Delinquent Taxes is determined by the Treasurer or when a reliable estimate of the Delinquent Taxes is available to the Treasurer. In determining the exact amount of each maturity 3 the Treasurer shall consider the schedule of delinquent tax collections prepared for the tax years 1986, 1987, 1988 and, if available, 1989, and the corollary schedule setting forth the anticipated rate of collection of those Delinquent Taxes which are pledged to the repayment of the Notes. The amount of each maturity and the scheduled maturity dates of the Notes shall be established to take into account the dates on which the Treasurer reasonably anticipates the collection of such Delinquent Taxes and shall allow for no more than a 10% variance between the debt service payable on each maturity date The Notes, and the anticipated amount of pledged monies available on such maturity date to make payment of such debt service. (b) Alternatively, the Notes or a series of the Notes may be structured with a single stated maturity falling not later than the fourth anniversary of the date of issue. Notes issued under this subsection (b) shall be subject to redemption on such terms consistent with Section 209 as shall be ordered by the Treasurer, but in no event shall such Notes be subject to redemption less frequently than annually. 204. Interest Rate and Date of Record. (a) Except as otherwise provided in this paragraph, Notes issued pursuant to subsection (a) of Section 203 shall bear interest payable semi-annually, with the first interest payment to be payable (i) on the first date, after issuance, corresponding to the day and month on which the maturity of such Notes falls or (ii) if the Treasurer so orders, six months before such date. In the event (i) any maturity of the Notes arises either less than six months before the succeeding maturity date or less than six months after the preceding maturity date and (ii) the Treasurer so orders in writing, interest on the Notes shall be payable on such succeeding or preceding maturity date. Subject to the following sentence, Notes issued pursuant to subsection (b) of Section 203, shall, pursuant to written order of the Treasurer, bear interest monthly, quarterly or semiannually, as provided by written order of the Treasurer. If Notes issued under this Article II are sold with a variable rate feature as provided in Article IV, such Notes may, pursuant to written order of the Treasurer, bear interest weekly, monthly, quarterly or on any put date, or any combination of the foregoing, as provided by written order of the Treasurer. (b) Interest shall not exceed the maximum rate permitted by law. (c) 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. (d) Subject to Section 403 in the case of variable- rate Notes, the date of record shall be not fewer than 14 nor more than 31 days before the date of payment, as designated by the Treasurer prior to the sale of the Notes. 4 205. Note Form. The form of Note shall be consistent with the prescriptions of this Resolution and shall reflect all material terms of the Notes. Unless the Treasurer shall by written order specify the contrary, the Notes shall be issued in fully registered form both as to principal and interest, reg- istrable upon the books of a note registrar (the "Registrar") to be named by the Treasurer. If the Notes are issued in bearer form the Treasurer shall appoint a paying agent (the "Paying Agent"). (The Registrar or Paying Agent so named may be any bank or trust company or other entity, including the County, offering the necessary services pertaining to the registration and transfer of negotiable securities.) 206. Denominations and Numbers. The Notes shall be issued in one or more denomination or denominations of $1,000 each or any integral multiple of $1,000 in excess of $1,000, as determined by the Treasurer. Notwithstanding the foregoing, however, in the event the Notes are deposited under a book entry depository trust arrangement pursuant to Section 208, the Notes shall, if required by the depository trustee, be issued in denominations of $5,000 each or any integral multiple of $5,000. The Notes shall be numbered from one upwards, regardless of maturity, in such order as the Registrar shall determine. 207. Transfer or Exchange of Notes. (a) Notes issued in registered form shall be transferable on a note register maintained with respect to the Notes upon surrender of the transferred Note, together with an assignment executed by the registered owner or his or her duly authorized attorney-in-fact in form satisfactory to the Registrar. Upon receipt of a properly assigned Note the Registrar shall authenticate and deliver a new Note or Notes in equal aggregate principal amount and like interest rate and maturity to the designated transferee or transferees. (b) 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, upon surrender of the Note or Notes and the submission of written instructions to the Registrar or, in the case of bearer Notes, to the Paying Agent. Upon receipt of a Note with proper written instructions the Registrar or Paying Agent shall authenticate and deliver a new Note or Notes to the owner thereof or to owner's attorney-in- fact. (c) Any service charge made by the Registrar or Paying Agent 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 or Paying Agent. The Registrar or Paying Agent may, however, require payment by a noteholder of a sum sufficient to cover any tax or other governmental charge payable in connection with any such registration, transfer or exchange. 208. Book Entry Depository Trust. At the option of the Treasurer and notwithstanding any contrary provision of Section 212, the Notes may be deposited, in whole or in part, with a depository trustee designated by the Treasurer who shall transfer ownership of interests in the Notes by book entry and who shall issue depository trust receipts or acknowledgments to owners of interests in the Notes. Such book entry depository trust arrangement, and the form of depository trust receipts or acknowledgments, shall be as determined by the Treasurer after consultation with the depository trustee. The Treasurer is authorized to enter into any depository trust agreement on behalf of the County upon such terms and conditions as the Treasurer shall deem appropriate and not otherwise prohibited by the terms of this Resolution. The depository trustee may be the same as the Registrar otherwise named by the Treasurer, and the Notes may be transferred in part by depository trust and in part by transfer of physical certificates as the Treasurer may determine. 209. Redemption. (a) Subject to the authority granted the Treasurer pursuant to subsection (c) of this Section (in the case of fixed-rate Notes) and to the authority granted the Treasurer pursuant to Section 404 (in the case of variable-rate Notes), the Notes or any maturity or maturities of the Notes shall be subject to redemption prior to maturity on the terms set forth in subsection (b) below. (b) Notes scheduled to mature after the first date on which any Notes of the series are scheduled to mature shall be subject to redemption, in inverse order of maturity, on each interest payment date arising after the date of issue. (c) If the Treasurer shall determine such action nec- essary to enhance the marketability of the Notes or to reduce the interest rate to be offered by perspective purchasers on any maturity of the Notes, the Treasurer may, by written order prior to the issuance of such Notes, (i) designate some or all of the Notes as non-callable, regardless of their maturity date, and/or (ii) delay the first date on which the redemption of callable Notes would otherwise be authorized under subsection (b) above. (d) Notes of any maturity subject to redemption may be redeemed before their scheduled maturity date, in whole or in part, on any permitted redemption date or dates, subject to the written order of the Treasurer. Notes called for redemp- tion shall be redeemed at par, plus accrued interest to the redemption date, plus, if the Treasurer so orders, a premium of not more than 1%. Redemption may be made by lot or pro rata, as shall be determined by the Treasurer. (e) 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 less than the entire principal 6 amount of a Note is called for redemption, the Registrar or Paying Agent shall, upon surrender of the Note by the owner thereof, authenticate and deliver to the owner a new Note in the principal amount of the principal portion not redeemed. (f) Notice of redemption shall be by first class mail 30 days prior to the date fixed for redemption, or such shorter time prior to the date fixed for redemption as may be consented to by the holders of all outstanding Notes to be called for redemption. Such notice shall fix the date of record with respect to the redemption if different than otherwise provided in this Resolution. Any defect in any notice shall not affect the validity of the redemption proceedings. Notes so called for redemption shall not bear interest after the date fixed for redemption, provided funds are on hand with a paying agent to redeem the same. 210. Discount. At the option of the Treasurer, the Notes may be offered for sale at a discount not to exceed 2%. 211. Public or Private Sale, The Treasurer may, at the Treasurer's option, conduct a public sale of the Notes after which sale the Treasurer shall either award the Notes to the lowest bidder or reject all bids. The conditions of sale shall be as specified in a published Notice of Sale prepared by the Treasurer announcing the principal terms of the Notes and the offering. Alternatively, the Treasurer may, at the Treasurer's option, negotiate a private sale of the Notes as provided in Act 206. If required by law or if otherwise determined by the Treasurer to be in the best interest of the County, (a) the Notes shall be rated by a national rating agency selected by the Treasurer, (b) a good faith deposit shall be required of the winning bidder, and/or (c) CUSIP numbers shall be assigned to the Notes. If a public sale is conducted or if otherwise required by law or the purchaser of the Notes, the Treasurer shall prepare or cause to be prepared and disseminated an offering memorandum or official statement containing all material terms of the offer and sale of the Notes. Pursuant to any sale of the Notes, the County shall make such filings, shall solicit such information and shall obtain such governmental approvals as shall be required pur- suant to any state or federal law respecting back-up income tax withholding, securities regulation, original issue discount or other regulated matter. 212. Execution and Delivery. The Treasurer is authorized and directed to execute the Notes on behalf of the County by manual or facsimile signature, provided that if the facsimile signature is used the Notes shall be authenticated by the Registrar or any tender agent as may be appointed pursuant to Section 801(c). The Notes shall be sealed with the County seal or imprinted with a facsimile of such seal. The Treasurer is authorized and directed to then deliver the Notes to the purchaser thereof upon receipt of the purchase price. The Notes shall be delivered at the expense of the County in such city or cities as may be designated by the Treasurer. 7 213. Renewal, Refunding or Advance Refunding Notes. If at any time it appears to be in the best interests of the County, the Treasurer, by written order, may authorize the issuance of renewal, refunding or advance refunding Notes. The terms of such Notes, and the procedures incidental to their issuance, shall be set subject to Section 309 and, in appropriate cases, Article X. III SHORT TERM RENEWABLE NOTES 301, Authority. At the option of the Treasurer, exercisable by written order, Notes may be issued in accordance with this Article III. All references to "Notes" in Article III refer only to Notes issued pursuant to Article III, unless otherwise specified. 302. Date and Maturity. The Notes shall be dated as of their date of issuance or any prior date selected by the Treasurer and each issuance thereof shall mature on such date or dates not exceeding one year from the date of their issuance as may be specified by written order of the Treasurer. 303. Interest and Date of Record. 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. The date of record shall be not fewer than two nor more than 31 days before the date of payment, as designated by the Treasurer prior to the sale of the Notes. 304. Note Form. The form of Note shall be consistent with the prescriptions of this Resolution and shall reflect all material terms of the Notes. The Notes shall, in the discre- tion of the Treasurer and consistent with Section 205, either be payable to bearer or be issued in registered form. If issued in registered form, the Notes may be constituted as book-entry securities consistent with Section 208, notwith- standing any contrary provision of Section 308. 305. Denomination and Numbers. The Notes shall be issued in one or more denomination or denominations, as deter- mined by the Treasurer. The Notes 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 authority and obligations of the Treasurer set forth in Sections 210 and 211 respecting Fixed Maturity Notes shall apply also to Notes issued under Article III. 8 308. Execution and Delivery. The authority and obli- gations of the Treasurer set forth in Section 212 respecting Fixed Maturity Notes shall also apply to Notes issued under Article III, 309. Renewal or Refunding Notes. (a) The Treasurer may by written order authorize the issuance of renewal or re- funding Notes (collectively, "Renewal Notes"). Renewal Notes shall be sold on the maturity date of, and the proceeds of the Renewal Notes shall be applied to the payment of debt service on, Notes to be renewed. The maturities and repayment terms of the Renewal Notes shall be set by written order of the Treasurer. (b) 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. The order shall also provide for and shall also govern with respect to: (i) the aggregate amount of the Renewal Notes; (ii) the date of the Renewal Notes; (iii) the denominations of the Renewal Notes; (iv) the interest payment dates of the Renewal Notes; (v) the maturity or maturities of the Renewal Notes; the terms of sale of the Renewal Notes; (vii) whether any Renewal Notes issued in accordance with Article II shall be subject to redemption and, if so, the terms thereof; and (viii) any other terms of the Renewal Notes consistent with, but not specified in, Article II or Article III. (c) Regardless of whether Renewal Notes need be approved by prior order of the Department of Treasury, the Treasurer, pursuant to Section 89(5)(d) of Act 206, shall promptly report to the Department of Treasury the issuance of any Renewal Notes. 9 IV VARIABLE INTEREST RATE 401. Variable Rate Option. At the option of the Treasurer, exercisable by written order, the Notes, whether issued pursuant to Article II or Article III, may be issued with a variable interest rate, provided that the rate shall not exceed the maximum rate of interest permitted by law. 402. Determination of Rate. The order of the Treasurer shall provide how often the variable interest rate shall be subject to recalculation, the formula or procedure for determining the variable interest rate, whether and on what terms the rate shall be determined by a remarketing agent in the case of demand obligations consistent with Section 801(d), and whether and on what terms a fixed rate of interest may be converted to or from a variable rate of interest. Such formula or procedure shall be as determined by the Treasurer but shall track, or float within a specified percentage band around, the rates generated by any one or more of the following indices: (i) Publicly reported prices or yields of obliga- tions of the United States of America; (ii) An index of municipal obligations periodically reported by a nationally recognized source; (iii) The prime lending rate from time to time set by any bank or trust company in the United States with unim- paired capital and surplus exceeding $40,000,000; (iv) Any other rate or index that may be designated by order of the Treasurer provided such rate or index is set or reported by a source which is independent of and not controlled by the Treasurer or the County. The procedure for determining the variable rate may involve one or more of the above indices as alternatives or may involve the setting of the rate by a municipal bond specialist provided such rate shall be within a stated percentage range of one or more of the indices set forth above. 403. Date of Record. The Date of Record shall be not fewer than one nor more than 31 days before the date of pay- ment, as designated by written order of the Treasurer. 404. Redemption. Notwithstanding any contrary pro- vision of subsections (b) and (c) of Section 209 but subject to the last sentence of this Section 404, Notes bearing interest at a variable rate may be subject to redemption by the County and/or put by the holder at any time or times and in any order, as may be determined pursuant to written order of the Trea- surer. Notes shall not be subject to redemption more fre- quently than monthly. 10 405. Remarketing, Repurchase and Resale. (a) In the event Notes issued under this Article IV are constituted as demand obligations, the interest rate on the Notes shall be governed by, and shall be subject to, remarketing by a remarketing agent appointed in accordance with Section 801(c), under the terms of a put agreement employed in accordance with Section 801(d). (b) The County shall be authorized, consistent with Act 206 and pursuant to order of the Treasurer, to participate in the repurchase and resale of Notes, in order to reduce the cost of, or increase the revenue, attendant to the establishment of the Revolving Fund and the issuance and dis- charge of the Notes. Any purchase of Notes pursuant to this subsection (b) shall be made with unpledged monies drawn from revolving funds established by the County in connection with retired general obligation limited tax notes. V MULTIPLE SERIES 501. Issuance of Multiple Series. At the option of the Treasurer, exercisable by written order, the Notes may be issued in two or more individually designated series. Each series shall bear its own rate of interest, which may be fixed or variable in accordance with Article IV. Various series need not be issued at the same time and may be issued from time to time in the discretion of the Treasurer exercisable by written order. In determining the dates of issuance of the respective series the Treasurer shall consider, among other pertinent factors, the impact the dates selected may have on the marketability, rating and/or qualification for credit support or liquidity support for, or insurance of, the Notes. The Notes of each such series shall be issued according to this Resolution in all respects (and the term "Notes" shall be deemed to include each series of Notes throughout this Resolution), provided that: (a) The aggregate principal amount of the Notes of all series shall not exceed the maximum aggregate amount permitted under Section 103; (b) Each series shall be issued pursuant to Article II or Article III, and different series may be issued pursuant to different Articles; (c) Each series shall be issued pursuant to Section 502 or Section 503, and different series may be issued pursuant to different Sections; (d) A series may be issued under Article II for one, two, or three of the annual maturities set forth in Article II with the balance of the annual maturities being issued under Article II or under Article III in one or more other series, 11 rth in 1 Notes provided that the minimum annual maturities set f Section 203 shall be reduced and applied pro rata to a so issued; and (e) The Notes of all series issued pursuant to Article II above shall not, in aggregate, mature in amounts or on dates exceeding the maximum authorized maturities set forth in Section 203. 502. Series Secured Peri Pa su. If the Notes are issued in multiple series pursuant to this Article V, each series of Notes may, by written order of the Treasurer, be secured pan i passu with the other by the security described in and the amounts pledged by Article VII below. Moreover, such security may, pursuant to further order of the Treasurer, he segregated in accordance with the following provisions. (a) The Treasurer may by written order establish separate sub-accounts in the County's 1990 Note Reserve Account for each series of Notes, into which shall be deposited the amount borrowed for the Note Reserve Account for each such series. (b) The Treasurer may by written order establish separate sub-accounts in the County's 1990 Note Payment Account for each series of Notes, and all amounts deposited in the Note Payment Account shall be allocated to the sub-accounts. (c)(i) In the event separate sub-accounts are established pursuant to subsection (b) above, and subject to Paragraph (ii) below, the percentage of deposits to the County's 1990 Note Payment Account allocated to each sub- account may be set equal to the percentage that Notes issued in the corresponding series bears to all Notes issued under this Resolution or to any other percentage designated by the Trea- surer pursuant to written order; provided that if the various series are issued at different times or if the various series are structured with different maturity dates, (I) sums depos- ited in the Note Payment Account prior to the issuance of one or more series may upon the issuance of each such series be reallocated among the various sub-accounts established under Subsection (b) above to achieve a balance among the sub- accounts proportionate to the designated percentage allocation and/or (II) deposits to the Note Payment Account may be allo- cated among the sub-accounts according to the total amount of debt service that will actually be paid from the respective sub-accounts. (ii) Alternatively, the Treasurer may, by written order, rank the sub-accounts established under Subsection (b) above in order of priority, and specify that each such sub- account shall receive deposits only after all sub-accounts having a higher priority have received deposits sufficient to discharge all (or any specified percentage of) Notes whose series corresponds to any of the sub-accounts having priority. 12 (d) In the absence of a written order of the Treasurer to the contrary, the amounts in each sub-account established pursuant to this Section 502 shall secure only the Notes issued in the series for which such sub-account was established, until such Notes and interest on such Notes are paid in full, after which the amounts in such sub-account may, pursuant to written order of the Treasurer, be added pro rata to the amounts in the other sub-accounts and thereafter used as part of such other sub-accounts to secure all Notes and interest on such Notes for which such other sub-accounts were created, until paid in full. Alternatively, amounts held in two or more sub-accounts within either the Note Reserve Account or the Note Payment Account may be commingled, and if commingled shall be held pan i passu for the benefit of the holders of each series of Notes pertaining to the relevant sub-accounts. 503. Series Independently Secured. If the Notes are issued in multiple series pursuant to this Article V, each series of Notes may, by written order of the Treasurer, be independently secured in accordance with this Section 503. (a) Each series of Notes shall pertain to one or more taxing units, as designated by the Treasurer pursuant to written order, and no two series of Notes shall pertain to the same taxing unit. A school district, intermediate school district or community college district extending beyond the boundaries of a city in which it is located may, pursuant to written order of the Treasurer, be subdivided along the boundaries of one or more cities and each such subdivision shall be deemed a taxing unit for purposes of this Section 503. (b) Separate sub-accounts shall be established in the County's 1990 Tax Payment Account. Each sub-account shall receive the proceeds of one and only one series of Notes, and amounts shall be disbursed from the sub-account to only those taxing units designated as being in that series. (c) In the event Notes are issued for deposit into the Project Account established under Section 701, separate sub-accounts shall be established in the Project Account. Each sub-account shall receive the proceeds of one and only one series of Notes, and amounts shall be disbursed from the sub-account only to accounts, sub-accounts and/or taxing units designated as being in the series corresponding to the sub-account from which disbursement is being made. (d) A separate sub-account shall be established in the County's 1990 Note Reserve Account for each series of Notes, into which shall be deposited the amount determined by the Treasurer under Section 103 or Section 703 with respect to the series. Each sub-account shall secure one and only one series. (e) A separate sub-account shall be established in the County's 1990 Note Payment Account for each series of 13 Notes. Each sub-account shall be allocated only those amounts described in Section 704 which pertain to the taxing units included in the series corresponding to the sub-account. Chargebacks received from a taxing unit pursuant to Section 905 shall be deposited in the sub-account corresponding to the series in which the taxing unit is included. Amounts held in each sub-account shall secure the debt represented by only those Notes included in the series corresponding to the sub-account, and disbursements from each sub-account may be applied toward the payment of only those Notes included in the series corresponding to the sub-account. (f) The amounts in each sub-account established pursuant to this Section 503 shall secure only the Notes issued in the series for which such sub-account was established, until such Notes and interest on such Notes are paid in full, after which any amounts remaining in such sub-account shall accrue to the County and shall no longer be pledged toward payment of the Notes. VI TAXABILITY OF INTEREST 601. Federal Tax. The County acknowledges that the current state of Federal law mandates that the Notes be structured as taxable obligations. Consequently, the Notes shall, subject to Article X, be issued as obligations the interest on which is not excluded from gross income for pur- poses of Federal income tax. 602. State of Michigan Tax. Consistent with the treatment accorded all obligations issued pursuant to Act 206, interest on the Notes shall be exempt from the imposition of the State of Michigan income tax and the State of Michigan single business tax, and the Notes shall not be subject to the State of Michigan intangibles tax. VII FUNDS AND SECURITY 701, Delinquent Tax Prolect Account. If the Notes are issued and sold before the Treasurer has received certification from the taxing units of the amount of the Delinquent Taxes and if such certification is not reasonably anticipated in time to allow distribution of the proceeds of the Notes within 20 days after the date of issue, a 1990 Delinquent Tax Project Account (the "Project Account") shall be established by the Treasurer as a separate and distinct fund of the County within its general fund. The Project Account shall receive all proceeds from the sale of the Notes, including any premium or accrued interest received at the time of sale. The Project Account shall be held in trust by an escrow agent, until the monies therein are disbursed in accordance with this 14 Article VII. The escrow agent shall be a commercial bank, shall be located in Michigan, shall have authority to exercise trust powers, and shall have a net worth in excess of $25,000,000. The form and content of the agreement between the County and the escrow agent shall be approved by the Treasurer. Subject to the following sentence, monies deposited in the Project Account shall be expended only (i) for the purpose of funding the Tax Payment Account established under Section 702 and (ii) to the extent permitted by Act 206, for the purpose of paying the expenses of the offering of the Notes. In the event the Treasurer by written order so directs, additional funding of the Project Account may be undertaken, and any surplus proceeds remaining in the Project Account after the Treasurer has completed the funding of the Tax Payment Account may be transferred to either the 1990 Note Reserve Account created under Section 703 or the 1990 Note Payment Account created under Section 704. Monies in the Project Account may be disbursed by the escrow agent to the County's 1990 Tax Payment Account at any time and from time to time, upon receipt of a written requisition signed by the Treasurer. 702. 1990 Tax Payment Account. The County's 1990 Tax Payment Account (the "Tax Payment Account") is hereby established as a distinct account within the Revolving Fund. The Treasurer shall designate all or a portion of the proceeds of the Notes, not to exceed the amount of Delinquent Taxes, for deposit in the Tax Payment Account. If, however, the proceeds of the Notes are initially deposited in the Project Account pursuant to Section 701, the Treasurer is instead authorized and directed to transfer monies included in the Project Account to the Tax Payment Account in accordance with the procedures set forth in Section 701. The County shall apply the monies in the Tax Payment Account to the payment of the Delinquent Taxes or expenses of the borrowing in accordance with Act 206. The allocation of monies from the Tax Payment Account may be made pursuant to a single, comprehensive disbursement or may instead be made from time to time, within the time constraints of Act 206, to particular taxing units as monies are paid into the Tax Payment Account, such that the source of the monies (whether from the County's own funds, from the proceeds of a tax exempt borrowing or from the proceeds of a taxable borrowing) may be traced to the particular taxing unit receiving the funds. Moreover, and regardless of whether multiple series of Notes are issued, the Tax Payment Account may be divided into separate sub-accounts in order to allow the Treasurer to designate which taxing units shall receive borrowed funds and which shall receive funds otherwise contributed by the County. 703. 1990 Note Reserve Account. In the event funding is provided as described in this Section 703, the Treasurer shall establish a 1990 Note Reserve Account (the "Note Reserve Account") as a distinct account within the Revolving Fund. After depositing all of the monies to fund the Tax Payment Account pursuant to Section 702, the Treasurer shall next transfer to the Note Reserve Account, either from the Project Account or directly from the proceeds of Notes, any proceeds remaining from the initial issuance of the Notes. In addition, 15 the Treasurer may transfer unpledged monies from other County sources to the Note Reserve Account in an amount which, when added to any other amounts to be deposited in the Note Reserve Account, does not exceed the amount reasonably required for the Notes secured by the Reserve Account or, if less, 20% of the total amount of the Notes secured by the Reserve Account. Except as provided below, all monies in the Note Reserve Account shall be used solely for payment of principal of, premium, if any, and interest on the Notes to the extent that monies required for such payment are not available in the County's 1990 Note Payment Account. Monies in the Note Reserve Account shall be withdrawn first for payment of principal of, premium, if any, and interest on the Notes before County general funds are used to make the payments. All income or interest earned by, or increment to, the Note Reserve Account due to its investment or reinvestment shall be deposited in the Note Reserve Account. When the Note Reserve Account is sufficient to retire the Notes and accrued interest thereon, the Treasurer may order that the Note Reserve Account be used to purchase the Notes on the market, or, if the Notes are not available, to retire the Notes when due. If so ordered by the Treasurer, all or any specified portion of the Note Reserve Account may be applied toward the redemption of any Notes designated for redemption in accordance with Section 209. 704. 1990 Note Payment Account. (a) The County's 1990 Note Payment Account is hereby established as a distinct account within the Revolving Fund. (The County's 1990 Note Payment Account, as supplemented by monies held in any interim account that are designated for transfer to the 1990 Note Payment Account, is herein referred to as the "Note Payment Account".) The Treasurer is directed to deposit into the Note Payment Account, promptly on receipt, those amounts described below in Paragraphs (1), (ii), (iv) and (v) that are not excluded pursuant to Subsection (c) below. Furthermore, the Treasurer may, by written order, deposit into the Note Payment Account all or any portion of the amounts described below in Paragraph (iii). (i) All Delinquent Taxes. (ii) All statutory interest on the Delinquent Taxes. (iii) All property tax administration fees on the Delinquent Taxes, net of any amounts applied toward the expenses of this borrowing. (iv) Any amounts that are received by the Treasurer from the taxing units within the County because of the uncollectability of the Delinquent Taxes. (v) Any amounts remaining in the Project Account after the transfers to the Tax Payment Account and Note Reserve Account have been made as specified in Sections 702 and 703. 16 (b) Monies in the Note Payment Account shall be used by the County to pay principal of, premium (if any) and interest on the Notes as the same become due and payable. (c)(1) The Treasurer may by written order provide that only a portion of the sums described above in Subsection (a) shall be deposited into the Note Payment Account and applied toward the payment of debt service on the Notes, in which event those sums which are withheld from the Note Payment Account shall be deposited into the Tax Payment Account or, pursuant to further order of the Treasurer, applied toward any other purpose consistent with Act 206. The portion of any sums described in Subsection (a) which are withheld from the Note Payment Account pursuant to this Subsection shall be determined in accordance with the following Paragraph. (ii) Prior to the issuance of the Notes, the Treasurer may by written order specify a cut-off date not earlier than March 1, 1990, and only those sums payable to the Note Payment Account and received by the County after the cut-off date shall be applied to the Note Payment Account. (d) The Treasurer may by written order provide that at such time as sufficient funds shall have been deposited into the Note Payment Account to pay all remaining amounts owed under the Notes the pledge on any additional monies otherwise payable to the Note Payment Account shall be discharged and such monies shall not be deposited into the Note Payment Account or otherwise pledged toward payment of the Notes. (e) The Treasurer may by written order provide that in the event Notes are issued pursuant to Article III, amounts that would otherwise be included in the Note Payment Account or the Note Reserve Account (or any sub-account therein for a particular series of Notes) shall not include any amounts received by the County prior to the latest maturity date of any series of Notes previously issued under Article II and/or Article III. 705. Limited Tax General Obligation and Pledge. (a) The Notes shall be the general obligation of the County, backed by the County's full faith and credit, the County's tax obligation (within applicable constitutional and statutory limits) and the County's general funds. The County budget shall provide that if the pledged monies 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, shall promptly advance from its general funds sufficient monies to pay such principal and interest. (b) In addition, the monies listed below are pledged to the repayment of the Notes and, subject to Section 901, 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: 17 (i) All amounts deposited or earned in any Project Account, until disbursed in accordance with Section 701; (ii) All net proceeds from the sale of the Notes deposited or earned in the Tax Payment Account, until disbursed in accordance with Section 702; (iii) All amounts deposited in any Note Payment Account pursuant to Section 704(a); (iv) All amounts deposited in the Note Reserve Account; (v) All amounts earned from the investment of monies held in the Note Payment Account or the Note Reserve Account; and (vi) Any supplemental monies placed in the Note Payment Account and drawn in the discretion of the Treasurer from unpledged sums held in respect of revolving funds established before August 1, 1986, which pledge shall be subject to such limitations or exceptions as shall be set forth in the written order of the Treasurer. (c) If the Notes shall be issued in various series pursuant to Article V. this pledge shall in the case of any independently secured series extend only to monies in accounts or sub-accounts pertaining to the particular series. (d) If the amounts so pledged are not sufficient to pay the principal and interest when due, the County shall pay the same from its general funds or other available sources. Pursuant to written order of the Treasurer, the County may later reimburse itself for such payments from the Delinquent Taxes collected. 706. Security for Renewal, Refunding or Advance Refunding Notes. Renewal, refunding or advance refunding Notes shall be secured by all or any portion of the same security securing the Notes being renewed, refunded or advance refunded. The monies pledged in Section 705 for the repayment of the Notes are also pledged for repayment of the principal of, and premium, if any, and interest on any renewal, refunding or advance refunding Notes issued pursuant to this Resolution, and any such renewal, refunding or advance refunding Notes shall be the general obligation of the County, backed by its full faith and credit, which shall include the tax obligation of the County, within applicable constitutional and statutory limits. 707. Use of Funds After Full Payment or Provision for Payment. After all principal of, premium, if any, and interest 18 on the Notes have been paid in full or provision therefor by investments of pledged amounts in direct noncallable obliga- tions 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 Delin- quent Taxes and all excess monies in any fund or account of the Revolving Fund, and any interest or income on any such amounts, may, pursuant to written order of the Treasurer and subject to Article V, be used for any proper purpose within the Revolving Fund. VIII SUPPLEMENTAL AGREEMENTS 801, Supplemental Agreements and Documents. The Treasurer, on behalf of the County, is authorized to enter into any or all of the following agreements or commitments as may, in the Treasurer's discretion, be necessary, desirable or beneficial in connection with the issuance of Notes, upon such terms and conditions as the Treasurer may determine appropriate: (a) A letter of credit, line of credit, repurchase agreement, note insurance, or similar instrument, providing backup liquidity and/or credit support for the Notes; (b) A reimbursement agreement, revolving credit agreement, revolving credit note, or similar instrument, setting forth repayments of and security for amounts drawn under the letter of credit, line of credit, repurchase agreement or similar instrument; (c) A marketing, remarketing, placement, authenticating, paying or tender agent agreement or dealer agreement designating a marketing, remarketing, authenticating, paying, tender or placement agent or dealer and prescribing the duties of such person or persons with respect to 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. 802. Revolving Credit Notes. If the Treasurer enters into a revolving credit agreement (the "Agreement") pursuant to Section 801 above, the 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, and in accordance with the following provisions: (a) Interest on the Revolving Credit Notes may be payable on maturity, on prior redemption, monthly, bi-monthly, quarterly, or as otherwise provided in the Agreement. 19 (b) The Revolving Credit Notes may mature on one or more date or dates not later than the final maturity date of the Notes, as provided in the Agreement. (c) 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 a schedule shall be attached to such Note 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. IX MISCELLANEOUS PROVISIONS 901. Expenses. Expenses incurred in connection with the Notes shall be paid from the property tax administration fees collected on the Delinquent Taxes and, if so ordered by the Treasurer, from any earnings on the proceeds of the offering or from other monies available to the County. 902. Application to Department of Treasury. The Treasurer is authorized to make application to the Department of Treasury on behalf of the County for an order permitting the County to make this borrowing and issue the Notes. If the Treasurer deems it appropriate, the Treasurer is alternatively authorized to apply to the Department of Treasury for an exception to prior approval. 903. Bond Counsel. The Notes (and any renewal, refunding or advance refunding Notes) shall be delivered with the unqualified opinion of John R. Axe and Associates which selection of bond counsel may, at the option of the Treasurer, be for one or more years. 904. complete Records. The Treasurer shall keep full and complete records of all deposits to and withdrawals from each of the funds and accounts in the Revolving Fund and any account or sub-account created pursuant to this Resolution and of all other transactions relating to such funds, accounts and sub-accounts, including investments of money in, and gain derived from, such funds and accounts. 905. Chargebacks. If by the date which is three months prior to the final maturity date of the Notes sufficient monies are not on deposit in the Note Payment Account and the Note Reserve Account to pay all principal of and interest on the Notes when due, Delinquent Taxes not then paid or recovered at or prior to the latest tax sale transacted two or more 20 months before the final maturity of the Notes shall, if necessary to ensure full and timely payment on the date of final maturity, be charged back to the local units in such fashion as the Treasurer may determine, and, subject to Article V, the proceeds of such chargebacks shall be deposited into the County's 1990 Note Payment Account no later than five weeks prior to the final maturity of the Notes. This Section 905 shall not be construed to limit the authority of the Treasurer under State law to charge back under other circumstances or at other times. 906. Investments. The Treasurer is authorized to invest all monies in the Project Account, in the Revolving Fund or in any account or sub-account therein that is established pursuant to this Resolution in any one or more of the invest- ments authorized as lawful investments for counties under Act No. 20, Public Acts of 1943, as amended. The Treasurer is further authorized to enter into a contract on behalf of the County under the Surplus Funds Investment Pool Act, Act No. 367, Michigan Public Acts of 1982, as amended, and to invest in any investment pool created thereby monies held in the Project Account, in the Revolving Fund, or in any account or sub-account therein which is established pursuant to this Resolution. 907. 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 or Paying Agent 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 or Paying Agent. 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 or Paying Agent shall have received such proof of ownership and loss and indemnity as they determine to be sufficient. ARTICLE X TAX-EXEMPT REFUNDING 1001. Refunding of Taxable Debt. The County acknowl- edges that the current state of Federal law precludes the issuance of the Notes as obligations the interest on which is exempt from Federal income tax. However, the County presently contemplates that anticipated amendments to the Internal Revenue Code of 1986 (the "Code") and/or the Treasury Regula- tions issued thereunder (the "Regulations") will in the future permit the issuance of general obligation limited tax notes on a tax-exempt basis, and, in view of this expectation, the County, through the offices of the Treasurer, shall issue obli- gations to refund any or all outstanding Notes issued as taxable obligations, at the time, on the terms, and to the extent set forth in this Article X. 21 1002. Timing of Refunding. The aforementioned refunding obligations (the "Refunding Notes") shall be issued after the effective date of any change in the Code, Regula- tions, Internal Revenue Service pronouncements or judicial rulings which, as confirmed by the written opinion of bond counsel, permit the refunding of all or some of the outstanding Notes with proceeds from obligations the interest on which is excluded from gross income for purposes of Federal income tax. 1003. Extent of Refunding. Subject to the other provisions of this Section 1003, the Refunding Notes shall refund all Notes outstanding at or after the effective date of any change in the law described in Section 1002, This Section 1003 shall not, however, be construed to require the refunding of any Note prior to the time such Note may be refunded on a tax-exempt basis, nor shall this Section 1003 be construed to require the refunding of any Note, if that refunding would result in greater cost to the County (including interest expense, professional fees and administrative outlays) than would arise if the Note were to remain outstanding. 1004. Confirmatory Action. Subsequent to any change in the law described in Section 1002, the Board shall convene to consider any terms of the Refunding Bonds requiring specific ratification by the Board. 1005. Arbitrage Covenant and Tax Law Compliance. In the event Refunding Notes are issued pursuant to this Article X, the following covenants shall be observed by the County: (i) the County will make no use of the proceeds of the Refunding Notes and will undertake no other intentional act with respect to the Refunding Notes which, if such use or act had been reasonably expected on the date of issuance of the Refunding Notes or if such use or act were intentionally made or undertaken after the date of issuance of the Refunding Notes, would cause the Refunding Notes to be "arbitrage bonds," as defined in Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), in the Regulations promulgated under Sections 103 and 148 of the Code or in any successor or supplementary provision of law hereinafter promulgated, (ii) the County will undertake all actions as shall be necessary to maintain the Refunding Notes as obligations the interest on which qualifies for the tax exemption provided by Section 103(a) of the Code, including, where appropriate and without limitation, filing informational returns with the Secretary of Treasury, keeping accurate account of all monies earned in any fund, account or sub-account authorized by this Resolution or any resolution adopted in accordance with Section 1004 above, certifying cumulative cash flow deficits of the County and the local units, and investing any required portion of the gross proceeds of the Notes, whether on behalf of the County or the local units, in tax-exempt obligations or State and Local Government Series obligations, and 22 FORMAG RESOLUTION APP fluid 'L.Murpil",,,, Date (iii) the County will make timely payment to the United States of any investment earnings, realized by the County on the gross proceeds of the Notes, as may be subject to rebate under Section 148(f) of the Code, and, to the extent required under applicable law or deemed by the Treasurer to be in the best interest of the County pursuant to written order, the County's obligation to make such payment to the United States shall also account for excess investment earnings realized by local units on all or a portion of the gross proceeds distributed to, and held by, the local units pursuant to Section 702. (iv) The Treasurer shall be directed to take such actions and to enter into such agreements and certifications, on behalf of the County, as the Treasurer shall deem necessary or appropriate to comply with the foregoing covenants. Mr. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE 23 Resolution #90046 March 8, 1990 Moved by Caddell supported by Bishop the resolution be adopted. AYES: McCulloch, McPherson, Oaks, Olsen, Pappageorge, Pernick, Price, Rewold, Skarritt, Wolf, Aaron, Bishop, Caddell, Calandro, Chester, Ferrens, Huntoon, Ognsen, Johnson, R. Kuhn, S. Kuhn, Law, Luxon, McConnell. (24) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND I, Lynn D. Allen, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on March 8, 1990 with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 8th daysf.V ., . March 1990 y Clerk Lynn ' A 1 . A11en, Coun