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HomeMy WebLinkAboutResolutions - 1989.03.09 - 17010FISCAL REPORT March 9, 1989 BY: FINANCE COMMITTEE, DP-. G. WILLIAM CADDELL, CHAIRPERSON IN RE: APPROVAL OF CONTRACT WITH OAKLAND COUNTY BUILDING AUTHORITY FOR COMPUTER CENTER FACILITIES AND NOTICE THEREFOR - MISCELLANEOUS RESOLUTION #89049 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: Pursuant to Rule XI-G of this Board, the Finance Committee has reviewed Miscellaneous Resolution #89049 and finds: 1) The Board of Commissioners authorizes the County to enter into the attached contract with the Building Authority for acquisition and financing of the Computer Center anticipating it's availability for County use prior to May 1, 1991; 2) The Building Authority will issue bonds to finance project in the principal amount not to exceed $10,750,000 bearing interest not to exceed 12% per annum.; 3) Bonds will mature beginning in 1990 and continuing through 2008; 4) The County will lease the facility from the Building Authority and pay rental for all sums necessary to retire the principal, interest and costs incurred. by Building Authority in connection therewith, regardless of whether the facilities are completed. or =tenantable; 5) The Authority agrees to lease project and site for a period extending beyond the last maturity date (2008) not to exceed fifty (50) years; 6) The County retains rights to prepay at anytime; 7) The County payments to the Building Authority are based on a contract of limited tax full faith and credit general obligations of the County. (Payments from County will come first from available funds and, second, in the event revenues from other sources are unavailable, levy ad valorem taxes on all taxable property as limited by law.) 8) Based on a debt repayment schedule at 8% interest over twenty (20) years, average payment is $1,064,500 per year, with a payment of $358,340 due November 1, 1989; (It is anticipated due to interest income from bond proceeds and not incurring interest cost until bonds are delivered, 1989 cost from the Contingency will not exceed $60,000) 9) Upon issuance of bonds, appropriate budget adjustments are necessary. FINANCE COMMITTEE nf-repapp Miscellaneous Resolution No. 89049 February 23, 1989 BY: Planning and Building Committee - , Chairperson RE: Approval of Contract with Oakland County Building Authority for Computer Center Facilities and Notice Therefor TO: Oakland County Board of Commissioners WHEREAS, there exists in and for the County of Oakland, State of Michigan (the "County"), an imperative need to acquire and construct computer center facilities, as hereinafter in the attached Limited Tax Full Faith and Credit General Obligation Contract of Lease (the "Contract") more particularly set forth; and WHEREAS, the Oakland County Board of Commissioners (the "Board") has determined, and does hereby reaffirm, that it is necessary for the public welfare of the County to acquire said facilities for the use of the County; and WHEREAS, Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended, provides through the procedures of building authority financing a means for the acquisition, construction and financing of such facilities; and WHEREAS, the County, in accordance with the provisions of said Act 31, as amended, has previously adopted Articles of Incorporation and has established the Oakland County Building Authority (the "Authority"), with full powers to acquire and construct such facilities; and WHEREAS, this Board determines it to be in the best interest of the County to acquire and finance said facilities through the Authority in accordance with the provisions of said Act 31, as amended; and WHEREAS, a Contract between the County and the Authority providing for the acquisition, construction and financing of said facilities and such matters as are deemed necessary thereto has been prepared. NOW, THEREFORE, BE IT RESOLVED THAT: 1. The Board of theCounty hereby determines it to be necessary for the public welfare of the County to acquire the said facilities as set forth in the Contract attached to this resolution for the use of the County. 2. This Board deems it to be in the best interest of the County to finance the cost of such facilities through the Authority in accordance with the provisions of the aforesaid Act 31, as amended. 3. This Board hereby approves the plans and estimates of cost of said facilities as prepared to date. 4. This Board hereby approves the Contract for the acquisition and financing of said facilities, as hereto attached. 5. The Notice of Intention of Entering into Contract of Lease as hereto attached shall be published in the Oakland Press, the Detroit News and the Daily Tribune, newspapers of general circulation in the County, promptly -2- upon adoption of this resolution, said Notice to appear as display advertisements at least one-quarter (1/4) page in size. 6. The Chairperson of the County Board and the County Clerk are authorized to execute immediately and deliver to the Authority the Contract approved by this resolution. The Contract shall become effective upon the expiration of forty-five days (45) days following the date of publication of the aforesaid Notice, unless, under the provisions of Section 8(b) of said Act 31, as amended, the effectiveness of the Contract is stayed by reason of the filing of a petition for referendum thereon and the resultant necessity of prior approval thereof by the qualified electors of the County. The Board does hereby determine that the designated newspapers are the newspapers circulating in the County which reach the largest number of persons to whom the aforesaid Notice is directed and that publication of the aforesaid Notice in the designated newspapers represents the most practical and feasible means of informing the taxpayers and electors of the County of the aforesaid project and the financing thereof. A copy of the Contract shall be placed on file in the office of the county Clerk and shall be available for public examination. 7. The Board of the County does hereby ratify and confirm its covenant in the aforesaid Contract to levy ad valorem taxes against all taxable property in the County -3- to the extent necessary to meet the obligations of the County thereunder in the event revenues from other sources are insufficient for any reason whatsoever. Any such taxes levied to pay the Cash Rental under said Contract shall be limited as to rate or amount in the manner provided by law. B. The County hereby covenants that, to the extent permitted by law, it shall take all actions within its control necessary to maintain the exclusion of the interest on the Bonds referenced in the Contract from adjusted gross income for general federal income tax purposes under the Internal Revenue Code of 1986, as amended the "Code") including but not limited to, actions relating to the rebate of arbitrage earnings, if applicable, and the expenditure and investment of Bond proceeds and moneys deemed to be Bond proceeds. 9. The County Treasurer is hereby authorized to take all steps necessary to apply to the Michigan Department of Treasury for approval of the bonds authorized by the Contract, whether by application for an order providing exception from prior approval or by the full application process, and to arrange for the payment of any fee in connection with bond approval. The County shall comply with all requirements in connection with said approval. 10. All resolutions and parts of resolutions insofar as the same conflict with the provisions of this resolution be and the same hereby are rescinded. -4- / Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMITTEE , Chairperson Clerk, County of Oakland NOTICE OF INTENTION OF ENTERING INTO LIMITED TAX-SUPPORTED CONTRACT OF LEASE AND OF RIGHT TO PETITION FOR REFERENDUM THEREON TO THE TAXPAYERS AND ELECTORS OF THE COUNTY OF OAKLAND, MICHIGAN: PLEASE TAKE NOTICE that the County of Oakland has approved and executed a Contract of Lease with the Oakland County Building Authority pursuant to Act No 31, Public Acts of Michigan, 1948 (First Extra Session), as amended. Such' Contract provides, among other things, that said Building Authority will acquire and construct computer center facilities and WILL ISSUE ITS BONDS TO FINANCE THE ESTIMATED COST OF THE SAME FOR SAID COUNTY IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $10,750,000. It is anticipated that said bonds will mature serially from 1990 to 2008, inclusive, and will bear interest not exceeding 12% per annum on the outstanding principal balance. The Contract further provides that the County will lease said facilities from said Building Authority and WILL PAY AS RENTAL TO SAID 'BUILDING AUTHORITY ALL SUMS NECESSARY TO RETIRE THE PRINCIPAL OF AND INTEREST ON SAID BONDS, TOGETHER WITH ALL COSTS OF 'OPERATING AND MAINTAINING SAID FACILITIES AND ALL COSTS of said Building Authority in connection therewith, regardless of whether the facilities are completed or are untenantable. The principal amount to be borrowed by the Building Authority will be indebtedness of the County for purposes of statutory and constitutional debt limitations,. and said principal amount, together with the County's rental obligation for payment thereof, may be increased to cover increased costs of the facilities. COUNTY CONTRACT OBLIGATION BY VIRTUE OF SAID CONTRACT AND ACT, ALL OF THE COUNTY'S REQUIRED PAYMENTS TO THE BUILDING AUTHORITY WILL BE LIMITED TAX FULL FAITH AND CREDIT GENERAL OBLIGATIONS OF THE COUNTY PAYABLE FROM ANY AVAILABLE FUNDS OF THE COUNTY AND THE COUNTY WILL BE REQUIRED TO LEVY AD VALOREM TAXES ON ALL TAXABLE PROPERTY WITHIN ITS BOUNDARIES, TO THE EXTENT NECESSARY TO MAKE THE PAYMENTS REQUIRED TO RETIRE THE BONDS AND INTEREST THEREON, IF OTHER FUNDS FOR THAT PURPOSE ARE NOT AVAILABLE, AND AS LIMITED BY LAW. HOWEVER, THE OBLIGATION TO LEVY TAXES IS LIMITED BY APPLICABLE CONSTITUTIONAL AND STATUTORY TAX RATE LIMITATIONS UNLESS THE CONTRACT IS APPROVED BY VOTE OF ELECTORS. -8-- , County of Oakland SAID CONTRACT SHALL BECOME EFFECTIVE WITHOUT VOTE OF JI_HE ELECTORS OF THE COUNTY AS PERMITTED BY LAW, UPON THE EXPIRATION OF 45 DAYS FOLLOWING THE DATE OF PUBLICATION OF THIS NOTICE, UNLESS A PETITION REQUESTING AN ELECTION ON THE QUESTION OF WHETHER SUCH CONTRACT SHOULD BE EFFECTIVE, SIGNED BY NOT LESS THAN 10% OF THE REGISTERFD ELECTORS OF THE COUNTY, IS FILED WITH THE COUNTY CLERK WITHIN SAID PERIOD. If such petition is so filed, said Contract shall not be effective without an approving vote by a majority of electors of the County voting on the question. This Notice is given pursuant to the requirements of Section 8(b) of the aforesaid Act 31, as amended. Further information concerning the details of said Contract, the facilities being financed and the matters set out in this Notice may be secured from the County Clerk's office. A copy of said Contract is on file in the office of the County Clerk for public inspection. w:/65708/0002/DWP4712.TXT -9- hereby certify that the foregoing is a true and complete copy of a resolution adopted by the Board of Commissioners of the County of Oakland, Michigan, at a Regular meeting held on March 9 , 1989, and that said meeting was conducted and public notice of said meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act 267, Public Acts of Michigan, 1976, and that the minutes of said meeting were kept and will be or have been made available as required by said Act. further certify that the following commissioners were present at such meeting: Aaron, Bishop, Caddell, Calandro, Chester, Crake, Ferrens, Hobart, Jensen, Johnson, Richard Kuhn, SusanKuhn, Law, Luxon, McConnell, McCulloch, McPherson, Moffitt, Oaks, Olsen, Pappageorge, Pernick, Price, Rewold, Skarritt, Wolf. (26) „aid that the following commissioners were absent: Gosling. (1) and that adoption of the foregoing resolution and Commissioner Bishop following Commissioners voted for adoption of the foregoing resolution: Wolf., Bishop, Caddell, Chester, Crake, Ferrens,_ Hobart, Jensen, Johnson, R. Kuhn, S. Kuhn, Law, luxon, McConnell,McCuEoch, MOherson, Moffitt, Oaks,_ Olcpn, Pappftsporgo, Pprnick, Rpwn1d, Skarritt (2) -6- Commissioner Hobart moved for seconded such motion and the and the following Commissioners voted against adoption of said resolution: Calandra. (1) and that said resolution was duly adopted. 5 Clerk, County of Oakland -7- NOTICE OF INTENTION OF ENTERING INTO LIMITED TAX-SUPPORTED CONTRACT OF LEASE AND OF RIGHT TO PETITION FOR REFERENDUM THEREON TO THE TAXPAYERS AND ELECTORS OF THE COUNTY OF OAKLAND, MICHIGAN: PLEASE TAKE NOTICE that the County of Oakland has approved and executed a Contract of Lease with the Oakland County Building Authority pursuant to Act No. 31, Public Acts of Michigan, 1946 (First Extra Session), as amended. Such. Contract provides, among other things, that said Building Authority will acquire and construct computer center facilities and WILL ISSUE ITS BONDS TO FINANCE THE ESTIMATED COST OF THE SAME FOR SAID COUNTY IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $10,750,000. It is anticipated that said bonds will mature serially from 1990 to 2006, inclusive, and will bear interest not exceeding .12% per annum on the outstanding principal balance. The Contract further provides that the County will lease said facilities from said Building Authority and WILL PAY AS RENTAL TO SAID 'BUILDING AUTHORITY ALL SUMS NECESSARY TO RETIRE THE PRINCIPAL OF AND INTEREST ON SAID BONDS, TOGETHER WITH ALL COSTS OF 'OPERATING AND MAINTAINING SAID FACILITIES AND ALL COSTS of said Building Authority in connection therewith, regardless of whether the facilities are completed or are untenantable. The principal amount to be borrowed by the Building Authority will be indebtedness of the County for purposes of statutory and constitutional debt limitations,. and said principal amount, together with the County's rental obligation for payment thereof, may be increased to cover increased costs of the facilities. COUNTY CONTRACT OBLIGATION BY VIRTUE OF SAID CONTRACT AND ACT, ALL OF THE COUNTY'S REQUIRED PAYMENTS TO THE BUILDING AUTHORITY WILL BE LIMITED TAX FULL FAITH AND CREDIT GENERAL OBLIGATIONS OF THE COUNTY PAYABLE FROM ANY AVAILABLE FUNDS OF THE COUNTY AND THE COUNTY WILL BE REQUIRED TO LEVY AD VALOREM TAXES ON ALL TAXABLE PROPERTY WITHIN ITS BOUNDARIES, TO THE EXTENT NECESSARY TO MAKE THE PAYMENTS REQUIRED TO RETIRE THE BONDS AND INTEREST THEREON, IF OTHER FUNDS FOR THAT PURPOSE ARE NOT AVAILABLE, AND AS LIMITED BY LAW. HOWEVER, THE OBLIGATION TO LEVY TAXES IS LIMITED BY APPLICABLE CONSTITUTIONAL AND STATUTORY TAX RATE LIMITATIONS UNLESS THE CONTRACT IS APPROVED BY VOTE OF ELECTORS_ SAID CONTRACT SHALL BECOME EFFECTIVE WITHOUT VOTE OF HE ELECTORS OF THE COUNTY AS PERMITTED BY LAW, UPON THE EXPIRATION OF 45 DAYS FOLLOWING THE DATE OF PUBLICATION OF THIS NOTICE, UNLESS A PETITION REQUESTING AN ELECTION ON THE QUESTION OF WHETHER SUCH CONTRACT SHOULD BE EFFECTIVE, SIGNED BY NOT LESS THAN 10% OF THE REGISTERED ELECTORS OF THE COUNTY, IS FILED WITH THE COUNTY CLERK WITHIN SAID PERIOD. If such petition is so filed, said Contract shall not be effective without an approving vote by a majority of electors of the County voting on the question. This Notice is pursuant to the requirements of Section 8(b) of the aforesaid Act 31, as amended. Further information concerning the details of said Contract, the facilities being financed and the matters set out in this Notice may be secured from the County Clerk's office. A copy of said Contract is on file in the office of the county Clerk for public inspection. Cler,k, County of Oakland LIMITED TAX FULL FAITH AND CREDIT GENERAL OBLIGATION CONTRACT OF LEASE MADE AND EXECUTED this day of , 1989, by and betveen the OAKLAND COUNTY BUILDING AUTHORITY, a public corporation organized and existing under the authority of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended (the "AUTHORITY"), and the COUNTY OF OAKLAND, a Michigan municipal corporation organized and existing under the Constitution and laws of the State of Michigan (the "COUNTY"); WITNESSETH: WHEREAS, the AUTHORITY has been incorporated under and in pursuance of the provisions of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended (the "Act"), for the purpose of building, acquiring, furnishing, equipping, owning, improving, enlarging, leasing, operating and maintaining a building or buildings, automobile parking lots or structures, recreational facilities, stadiums and the necessary site or sites therefor, together with appurtenant properties and facilities necessary or convenient for the effective use thereof, for use for any legitimate public purpose of the COUNTY, and in general to carry on any business in connection therewith and incident thereto not forbidden by the laws of the State of Michigan; and WHEREAS, the COUNTY desires to acquire computer center facilities, together with necessary and related appurtenances, all as described in plans therefor and in Exhibit A attached hereto and made a part hereof (which improvements and related appurtenances are herein sometimes called the "Project"), and the AUTHORITY is willing to acquire the Project and lease the same to the COUNTY; and WHEREAS, the site upon which said improvements will be made is described in Exhibit A attached hereto and made a part and (the this hereof, unencumbered fee simple title to buildings and improvements thereon where "Site") will be acquired by the AUTHORITY Limited Tax Full Faith and Credit General Obligation which site, appropriate pursuant to Contract of Lease (the "Contract"); and WHEREAS, the acquisition of the Project by the AUTHORITY for use by the COUNTY is necessary for the public health, safety and welfare of the COUNTY, and the use of the AUTHORITY to accomplish such acquisition represents the most practical means to that end at the lowest cost to the COUNTY; and WHEREAS, the total cost of the Project is estimated to be in the sum of Ten Million Seven Hundred Fifty Thousand Dollars ($10,750,000), which will include architects fees, legal and financing costs, and contingencies; and -2-- WHEREAS. the COUNTY and the AUTHORITY have determined that the cost of the Project should be paid by the authorization and issuance of bonds (the "Bonds") by the AUTHORITY in anticipation of the limited tax full faith and credit general obligation contractual commitments of the COUNTY under this Contract, pursuant to the provisions of the Act, in the principal amount of Ten Million Seven Hundred Fifty Thousand Dollars ($10,750,000), with the balance of the cost of the Project, if any (to the extent the net proceeds derived from the sale of the Bonds are insufficient to pay the same), to be paid out of moneys to be made available by the COUNTY to the AUTHORITY as herein provided; and WHEREAS, as a prerequisite to the authorization and ,issuance of the Bonds, it is necessary for the parties hereto to enter into this Contract whereby the AUTHORITY will lease the Project and Site to the COUNTY and the COUNTY will lease the same from the AUTHORITY for a period extending beyond the last maturity date of the Bonds, but not to exceed a period of fifty (50) years; and WHEREAS, this Contract has been executed by the COUNTY pursuant to resolution of the County Board of Commissioners of the COUNTY adopted on _, 1959, and notice thereof has been or will shortly be published in newspapers of general circulation in the COUNTY, and this Contract shall become effective after forty-five (45) days have elapsed following such publication, if no petition for -3-- referendum on the effectiveness of this Contract has been filed with the County Clerk of the COUNTY; IT IS, THEREFORE, AGREED BY AND BETWEEN THE PARTIES HERETO, for and in consideration of the agreement and covenants of each other and moneys to be paid out to the other, as follows: 1. (a) The COUNTY will, at or prior to delivery of the Bonds, convey and transfer to the AUTHORITY, by lease or deed, such rights in the Site described in the preamble hereto as to permit free and unrestricted use thereof by the AUTHORITY to acquire the Project. Such conveyance shall be made in a form and manner approved by the County Attorney of the COUNTY, (b) The AUTHORITY will enter into a final contract or contracts calling for the acquisition and construction of the Project prior to May 1, 1991, and shall proceed to cause the Project to be acquired and constructed prior to said date in accordance with plans prepared by the architects, to be submitted by the AUTHORITY to the COUNTY and approved by the COUNTY, so that the Project shall be available for the use of the COUNTY on or before May 1, 1991. 2. In consideration of the rentals and other terms and conditions herein specified, the AUTHORITY does hereby let and lease the Project and the Site to the COUNTY and the COUNTY does hereby let and lease the Project and the Site from the AUTHORITY, TO HAVE AND TO HOLD for a term -4- commencing on the date possession of the same is to be delivered hereunder pursuant to Section 14 hereof and ending on a day fifty (50) years from the date hereof, or such lesser period as may be authorized by the provisions of this Contract. 3. The COUNTY hereby covenants and agrees to pay to the AUTHORITY cash rentals for the use of the Project (hereinafter referred to as "Cash Rental" or "Cash Rentals") in amounts based upon the AUTHORITY's debt service requirements on the Bonds, as hereinafter set forth. •The Bonds will be issued with principal maturities on May 1st of each year as follows: 1990 $200,000 1995 $400,000 2000 $600,000 2005 900,000 1991 200,000 1996 400,000 2001 700,000 2006 900,000 1992 250,000 1997 500,000 2002 700,000 2007 900,000 1993 300,000 1998 500,000 2003 700,000 2008 900,000 1994 300,000 1999 600,000 2004 800,000 The COUNTY will pay to the AUTHORITY, commencing on April 1, 1990, and annually thereafter so long as any of the Bonds are outstanding, Cash Rentals in an amount corresponding to the principal amount of Bonds maturing on the next succeeding May 1st. The COUNTY acknowledges also that the Bonds will be issued at a maximum interest rate of not to exceed twelve percent (12%) per annum and that so long as Bonds remain .outstanding, such interest will accrue on the outstanding principal balance semiannually. Therefore, the COUNTY further covenants and agrees to pay to the AUTHORITY, as a part of Cash Rentals, commencing on October 1, 1989, and -5- semiannually thereafter so long as Bonds are outstanding, such additional SUMS as shall be necessary to pay interest due on the Bonds prior to the next succeeding Cash Rental payment date. It is understood and agreed by the parties hereto that the COUNTY's minimum Cash Rental obligation hereunder shall be the payment of such amounts as shall equal debt service requirements on the Bonds falling due prior to the next Cash Rental payment date. However, the COUNTY shall retain the unrestricted right and privilege to prepay at any time whatever amounts of Cash Rentals it may choose in order to retire fully or partially the Bonds and any interest then due thereon or in order to provide for such retirement at a specified future date. The total aggregate obligation of the COUNTY hereunder for Cash Rentals shall at any given point in time be equal to the sum of the Cash Rentals yet to be paid to retire principal of the Bonds, plus interest accrued thereon since the last Cash Rental payment at the rate borne by the Bonds. The COUNTY warrants and represents that the amount of its obligations under this Contract, when taken together with other indebtedness of the COUNTY, will not cause its obligations under this Contract to exceed any constitutional or statutory debt limitation applicable to the COUNTY. The AUTHORITY shall, within thirty (30) days after the delivery of the Bonds, furnish the COUNTY with a complete schedule of maturities of principal and interest thereon, -6- and the AUTHORITY shall also, at least thirty (30) days prior to April 1st and October 1st of each year, advise the COUNTY, in writing, of the exact amount of Cash Rental due on the next said date, and the COUNTY shall pay such amount on the due date. 4. The COUNTY, at its own expense during the term of this Contract, shall operate, maintain and keep in repair the Project and the Site, and the total expense in connection therewith shaft be borne and paid by the COUNTY in addition to all other rentals herein required. Operation and maintenance shall include any and all costs and expenses of operation and maintenance and such costs and expenses of repairs and maintenance as are necessary to keep the Project and the Site in good repair and working order, and shall include, but not to the exclusion of any other items not herein specified, heating, lighting, snow and debris removal, painting and such other repair and maintenance items as are necessary to provide for efficient operation of the Project and the Site, and to keep the same in good repair and working order, as well as proper insurance coverage. Further the COUNTY shall pay, as part of the operation and maintenance expense, upon . written notification by the AUTHORITY; and within thirty (30) days after receipt thereof, such amounts as shall be required to meet all reasonable administrative costs and operating expenses of the AUTHORITY, including transfer agent fees, Bond registration fees and any other costs or expenses of the •t -7- AUTHORITY, incidental to the issuance and payment of the Bonds or attributable to the Project or the Site. S. It is understood and agreed by and between the parties hereto that the Bonds will be issued by the Authority in anticipation of the COUNTY's contractual Cash Rental obligation, as stated in Section 3 hereof. The COUNTY, pursuant to authorization of Section 8a of the Act, hereby recognizes and affirms that its contractual obligations expressed in Sections 3 and 4 hereof are full faith and credit general obligations of the COUNTY. The COUNTY expressly and irrevocably pledges its limited tax full faith and credit for the prompt and timely payment of the Cash Rentals pledged for Bond payments as expressed in Section,3 of this Contract, and shall each year, commencing with the year 1989, appropriate from its general funds as a first budget obligation sufficient moneys to pay such Cash Rentals. Such pledge shall include, if necessary, the obligation to levy annually, except as provided below, such ad valorem taxes on all the taxable property in the COUNTY which, taking into consideration estimated delinquencies in tax collections, shall be fully sufficient to pay such Cash Rentals under and pursuant to this Contract. Such levy, however, shall be subject to applicable constitutional and statutory limitations unless this contract is approved by the electors of the COUNTY and shall not be in an amount or at a rate exceeding that necessary to pay such Cash Rentals, such levy being for the -8- purpose of providing funds to meet the contractual obligations of the COUNTY in anticipation of which the Bonds are issued. Nothing herein contained shall be construed to prevent the COUNTY from using any, or any combination, of the means and methods provided in Section 8a of said Act for the purpose of providing funds to meet its obligations under this Contract, and if at the time of making any annual tax levy there shall be other funds on hand earmarked and set aside for the payment of the contractual obligations due prior to the next tax collection period, then such tax levy may be reduced by such amount. . 6. The COUNTY will include in its budget for the fiscal year commencing in 1989, and shall include in its budget for each fiscal year thereafter, an amount sufficient to pay the total obligations under this Contract coming due in each such fiscal year. Annually before finalization of its budget for the next ensuing fiscal year the COUNTY shall prepare and transmit to the AUTHORITY a statement of the moneys to be included in said budget for payment of all costs of the Project. The AUTHORITY shall have the right to communicate directly with the County Board of Commissioners of the COUNTY regarding any items in said budget relative to the Project which might be disputed, and, in any event, the budget shall be reasonably adequate to cover all obliga'tions of the COUNTY herein contained in this Contract. 7. The COUNTY may at any time pay in advance any of the obligations required to be paid by this Contract, in -9- which event the AUTHORITY shall credit the COUNTY with advance payment on future-due payments to the extent of such advance payment. The COUNTY may also specify by written request that any Cash Rentals paid in advance of the requirements set out in Section 3 hereof be used to purchase Bonds for redemption prior to maturity, either currently or at some future date, to the extent the provision for prior redemption is made in the Bonds, in which event the AUTHORITY shall be obligated to apply and use said advance payments for such purpose to the fullest extent possible. ' 8. The COUNTY may install in the Project or Site such equipment or fixtures as it may desire, but shall not make any permanent alterations to the Project without the written consent of the AUTHORITY. 9. The COUNTY covenants and agrees that it will not permit the use of the Project or the Site in any manner that will result in a violation of local, state or federal laws, rules or regulations now or hereafter in force and applicable thereto and shall keep the AUTHORITY and the members of its Commission harmless and indemnified at all times against any loss, damage or expenses by any accident, loss, casualty or damage resulting to any person or property through any use, misuse, or nonuse of the Project and Site, or by reason of an act or thing done or not done on, in or about the Project or Site or in relation thereto. The COUNTY further covenants and agrees that it will promptly, and at its own expense, make and pay for any and all changes -10- and alterations in or about the Project and the Site which during the term of this Contract may be required to be made at any time by reason of local, state or federal laws and to save the AUTHORITY harmless and free from all costs or damage in respect thereto. 10. To carry out the acquisition and construction of the Project and the financing thereof in accordance with the provisions of said Act, the following actions shall be taken by the AUTHORITY: (a) The AUTHORITY will immediately upon the execution of this Contract enact the necessary resolution or ordinance to authorize the issuance of the Bonds in anticipation of the Cash Rentals to be paid by the COUNTY hereunder. The AUTHORITY will offer for sale and take such other necessary legal procedures as may be necessary to sell the Bonds as soon as (i) this Contract becomes effective and (ii) all other steps required to be taken prior to sale of the Bonds have been accomplished. The AUTHORITY will promptly enter into and execute contracts for the acquisition of the Project in accordance with the plans and specifications therefor prepared and approved by the AUTHORITY and the COUNTY. No changes in said plans and specifications shall be made by the AUTHORITY without the consent of the COUNTY. Said contracts shall specify a completion date of not later than May 1, 1991. The AUTHORITY shall not (b) -11- execute any contract in connection with the .acquisition of the Project until the same has been approved by the County Board of Commissioners of the COUNTY. (c) The AUTHORITY will require and secure from any contractor undertaking any work to be performed on the said Project necessary and proper bonds to guarantee the performance of said contract and labor and material bonds in such amounts and in such forms as may be approved by the County Attorney of the COUNTY. (d) The AUTHORITY will immediately upon receipt of the proceeds of sale of the Bonds comply with all requirements provided for in the ordinance or resolution relative to the disposition and use of such proceeds. (e) The AUTHORITY may invest any bond proceeds or \ other funds held by it as permitted by law and investment income shall accrue to and follow the fund producing such income. However, the AUTHORITY shall not invest, reinvest, or accumulate any moneys deemed to be proceeds of the Bonds pursuant to the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and the applicable regulations thereunder, in such a manner as to cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code and the applicable regulations thereunder. -12- (f) The COUNTY and the Authority will take or abstain from taking, to the extent permitted by law all \ actions reauired by the Internal Revenue Code and regulations thereunder as may be necessary to retain for the interest on the Bonds the exemption from direct federal income taxation, including specifically all actions and abstention from actions as required by the Non-arbitrage and Tax Compliance Certificate and related documents furnished in connection with the Bonds. 11. In the event that it should be determined that for any reason there are not sufficient funds to complete the acquisition of the Project, or if repair, replacement or alteration of the Project should be required to make the Project useable for its originally intended purpose, and additional funds become necessary therefor, it is agreed by the parties hereto that this Contract may be supplemented or amended to provide for the issuance of additional bonds by the AUTHORITY to provide sufficient funds to complete, repair, replace or alter the Project and also to increase the Cash Rental by an amount fully sufficient to pay all principal of and interest on the Bonds herein referred to and such additional bonds when due. In the event such determination of insufficient funds should be made after the letting of contracts for construction of the Project, but before completion thereof, the AUTHORITY shall be authorized, on its own motion, to -13- issue such additional bonds as may be necessary to provide sufficient funds to complete the Project or to make necessary repairs, replacements or alterations therein, and the Cash Rental to be paid by the COUNTY shall automatically be increased by an amount fully sufficient to pay all principal of and interest on the Bonds herein referred to and such additional bonds when due. In the event any additional bonds are issued, the duties and obligations of the AUTHORITY and the COUNTY as expressed and set forth in this Contract shall be applicable to such additional bonds as well as the Bonds herein referred to, it being at all times fully recognized and agreed that the Cash Rentals to be paid by the COUNTY, as specified in Section 3 of this Contract, shall be based upon the total amount of bonds issued to pay the costs of the Project. Any such additional bonds shall mature serially on May 1st and the Cash Rentals coming due on April 1 and October 1, as shown in Section 3, shall be increased by the principal amount of such additional bonds maturing on said May 1st, plus the additional interest payable thereon on May 1 and November 1. All of the provisions of this Contract shall be applicable to said increased amounts. Immediately upon the issuance of such additional bonds, the AUTHORITY shall furnish and supply the COUNTY documentation specifying the new schedule of Bond payments and Cash Rentals, increased as herein authorized, which shall be substituted and take the place of the schedules herein specified. In the event additional bonds are issued, all references herein to the Bonds shall be deemed to include such additional bonds. In lieu of the issuance of additional bonds, the AUTHORITY and the COUNTY may enter into any other mutually agreeable arrangement to meet increased costs or bring such costs within the amount of funds available for construction of the Project. 12. In the event, by reason of favorable construction bids received, or for any other reason, it is not necessary to issue the Bonds in the full amount presently anticipated, the AUTHORITY shall be authorized, after consultation with the COUNTY, to reduce the amount of Bonds to such lesser principal amount as may be necessary to pay the cost of the Project and also to reduce the Cash Rental of the COUNTY so that the payments shall be sufficient to pay all principal of and interest on the Bonds. All the provisions of this Contract shall be applicable to said reduced amounts the same as though such Bonds and Cash Rentals were originally in said reduced amounts. In such event, the AUTHORITY shall furnish and supply to the COUNTY documentation specifying the new schedule of Bond Payments and Cash Rentals, reduced as herein authorized, which shall be substituted and take the place of the schedules herein specified. 13. After completion of the Project and payment of all costs thereof, any unexpended balance remaining from the proceeds of sale of Bonds and the amounts to be paid by the COUNTY to the AUTHORITY pursuant to Section 1 above, shall -15- be used by the AUTHORITY, upon request made by resolution of the Board of Commissioners of the COUNTY and with the approval, if required, of the Michigan Department of Treasury (or any successor agency thereto, if any), to the extent required by law, for improvements or enlargement of the Project or for any other projects of the AUTHORITY leased to the COUNTY. Any balance remaining after such use shall be applied to debt service requirements and Shall reduce the next due Cash Rentals to the extent of such application. 14. The AUTHORITY shall deliver possession of the Project and the Site to the COUNTY simultaneously with conveyance thereof by the COUNTY to the AUTHORITY, as provided in Section 1(a) hereof. The Project shall be completed not later than May 1, 1991, but in the event that for any reason whatsoever the Project is not completed by that date, the obligation of the COUNTY for the payment of the Cash Rentals and other costs of the Project and the performance of its other commitments under this Contract shall in any event remain in full force and effect in order to provide for the payment of principal of and interest on the Bonds and other costs in connection therewith. 15. The COUNTY shall provide (a) liability insurance to the extent necessary to protect the AUTHORITY and the COUNTY against loss on account of damage or injury to persons or property imposed by reason of the ownership of the Project and the Site or resulting from any act of -16- omission or commission on the part of the AUTHORITY or the COUNTY, their agents, officers and employees, in connection with the operation, maintenance or repair of said Project and the Site or the furnishing of any service to the COUNTY; (b) casualty insurance against such risks and in such amounts as are usually carried on projects of similar size and nature; and (c) funds to pay the premium on a sufficient fidelity bond from any person handling the funds of the AUTHORITY. 16. Any funds received by the AUTHORITY or the COUNTY from any insurance policies, or otherwise, because of casualty or damage to the Project or the Site shall be used promptly to restore the Project to a condition satisfactory to the COUNTY. If such funds are not sufficient to so restore the Project or the Site, the COUNTY may provide sufficient additional funds therefor in such amounts as the COUNTY and the AUTHORITY may agree upon, or the COUNTY and the AUTHORITY may agree to issue additional bonds for such restoration, in which event the provisions of Section 11 hereof with respect to additional bonds and increased Cash Rentals shall apply. If in the judyt;Lent of the AUTHORITY, concurred in by the COUNTY, the funds received from any insurance policies, or otherwise, by the AUTHORITY or the COUNTY shall be insufficient to restore the Project to a condition satisfactory to the COUNTY and if additional COUNTY funds are not made available or additional bonds are not authorized to make proper restoration, then, in that case, the AUTHORITY shall hold and/or invest the funds paid to it by reason of such loss for the benefit of the holders of the Bonds, and when upon receipt of sufficient Cash Rentals from the COUNTY which, together with the proceeds of the insurance and other available funds, will be sufficient to pay the principal and interest on the Bonds, said moneys shall be deposited by the AUTHORITY, in trust, for the benefit of the bondholders and used to pay the principal and interest on said Bonds as they mature. 17. The leasehold rights, duties and obligations of the COUNTY as specified in this Contract shall not be assigned nor sublet, in whole or in part, during the term of this Contract or while any of the Bonds are outstanding and unpaid, except to the extent that such assignment or sublease benefits and serves a legitimate public purpose of the COUNTY, in which event the COUNTY shall be authorized to assign this Contract or sublet .the Project, the Site, or any part thereof, but only to the extent and in the manner that the COUNTY could assign or sublet if it were the owner of the Project and the Site. In no event shall any assignment or subletting relieve the COUNTY of its primary obligations to pay the Cash Rentals and operation and maintenance costs of the Project and the Site hereunder or perform any of its other obligations hereunder. 18. The COUNTY shall have, and is hereby granted, the right to require the AUTHORITY to release from the terms and restrictions hereof any part of the Site, or any interest -18- therein. at any time and from time to time while the COUNTY is not in default hereunder, without cost to the COUNTY, provided that the COUNTY furnishes the AUTHORITY with (a) A notice, in writing, containing an adequate legal description of that portion of the Site with respect to which such right is to be exercised, together with a survey thereof; and (b) A certificate signed by an engineer or architect stating (i) that no part of the improvements constituting the Project (other than sewer, water, gas, electric and communication lines and other utilities, and the like, which shall be specified in such certificate) is located on the portion of the Site with respect to which such right is enercised, and (ii) that the severance of such portion of the Site will not impair the operating utility or materially alter the character of the Project or the balance of the Site. From and after the consummation of any release effected by the COUNTY pursuant to the provisions of this Section, any reference herein to the Site shall be deemed to refer to the real property described herein, and the buildings and improvements thereon, less and except any portion or interest therein released to the COUNTY under this Section and any part theretofore released to the COUNTY under this Section. No release effected by the COUNTY under the provisions of this Section shall entitle the COUNTY to any The COUNTY covenants and agrees that it will AUTHORITY, in accordance with the Cash Rentals and the operation 20. continue terms of the to pay to the this Contract, abatement or diminution of the Cash Rentals or other obligations payable hereunder. 19. The AUTHORITY, its agents, servants or employees shall have the right at all times of entering upon the Project and the Site for the purpose of acquiring, constructing and inspecting the same pursuant to its commitments hereunder and determine whether all of the terms, agreements, covenants and conditions herein contained are being complied with. and maintenance times and in the or abatement for costs of the manner herein any cause or Project and the Site at the established without reduction reason whatsoever, including, but not limited to, casualty which results in the Project or the Site being untenantable or the failure to have the Project restored under Section 16 hereof, and without right setoff or recoupment, until the principal of and interest on all Bonds are paid in full or adequate funds are available and held in trust for the benefit of the holders of the Bonds for that purpose. 21. The COUNTY covenants and agrees that if before the Bonds have been retired default shall at any time be made by the COUNTY in payments of Cash Rentals or operation and maintenance costs as herein required or in the performance of any of its obligations hereunder, the AUTHORITY shall -20- have the right to use all the remedies provided by law to correct said default, including those specifically set forth in the Act and the ordinance or resolution to be enacted by the AUTHORITY providing for the issuance of the Bends. In the event of any such default, the holder or holders of the Bonds may, to the extent permitted by law, exercise and enforce the rights of the AUTHORITY hereunder. 22. The AUTHORITY and the COUNTY each recognize that the Bonds are to be issued in anticipation of the Cash Rentals to be paid by the COUNTY hereunder and that the holders from time to time of the Bonds will have contractual rights in this Contract, and it is, therefore, covenanted and agreed by each of them that so long as any of the Bonds shall remain outstanding and unpaid the provisions of this Contract shall not be subject to any alteration or revision , which would in any manner unfavorably affect either the security of the Bonds or the prompt payment of principal or interest thereon. The AUTHORITY and the COUNTY further covenant and agree that they will each comply with their respective duties and obligations under the terms of this Contract promptly at the times and in the manner herein set forth and will not suffer to be done any act which would in any way impair the said Bonds, the security therefor, or the prompt payment of principal and interest thereon. The COUNTY may, in writing, waive strict compliance by the AUTHORITY with the dates set out herein for the entering into of final construction contracts and for completion of -21- the Project, and such dates may be altered upon mutual agreement by the parties hereto. 23. Any notice necessary or proper to be given to any of the parties hereto may be served in the following manner: (a) If to the AUTHORITY, by delivering the same to the Treasurer of the AUTHORITY; (b) If to the COUNTY, by delivering the same to the County Clerk or the County Clerk's deputy. 24. This Contract shall terminate on the payment in full of all principal and interest on all the Bonds. When the Bonds have been retired and the Contract terminated, the AUTHORITY shall convey the Project and the Site to the COUNTY, without consideration, by quit claim deed and appropriate bills of sale in such form and manner as may be approved by the County Attorney of the COUNTY. Upon termination of this Contract in the manner set forth above, the AUTHORITY shall promptly pay over to the COUNTY any and all funds held by it pertaining to the aforesaid Bonds or in any other manner relating to the Project. 25, The AUTHORITY covenants that the COUNTY upon compliance with the terms of this Contract, shall and may peacefully and quietly have and hold and enjoy the Project and the Site for the term herein provided. 26. Nothing herein contained shall in any way be construed to prevent additional financing under the provisions of the Act, or any other law, for any of the -22- 4 purposes set out in the Articles of Incorporation of the AUTHORITY. 27. This Contract shall inure to the benefit of and be binding upon the respective parties hereto, their successors and assigns. IN WITNESS WHEREOF, the OAKLAND COUNTY BUILDING AUTHORITY, by its Commission, and the COUNTY OF OAKLAND, Michigan, by its Board of Commissioners, have each caused its name to be signed to this instrument by its duly authorized officers and its seal to be affixed hereto the day and year first above written In the presence of: OAKLAND COUNTY BUILDING AUTHORITY By Chairman of its Commission By Secretary of its Commission (Seal) In the presence of: COUNTY OF OAKLAND By Chairman, Board of Commissioners BY_ County Clerk (Seal) -23- appeared and . to STATE OF MICHIGAN : ss. COUNTY OF OAKLAND On this day of 1989, before me me personally known, who being by me duly sworn, did, each for himself, say that they are, respectively, the Chairman and Secretary of the Commission of the OAKLAND COUNTY BUILDING AUTHORITY, a public corporation of the State of Michigan, and that said instrument was signed and sealed in behalf of said AUTHORITY by authority of its Commission, and the said persons acknowledged said instrument to be the free act and deed of said AUTHORITY. Notary Public, County, Michigan My Commission Expires: -24- Lyv D. ALLEN, County Clerk Rdister of Deeds RESOLUTION # 89049 March 9, 1989 Moved by Hobart supported by Bishop the resolution (with a favorable Fiscal Report attached) be adopted. Discussion followed. AYES: Wolf, Bishop, Caddell, Chester, Crake, Ferrens, Hobart, Jensen, Johnson, R. Kuhn, S. Kuhn, Law, Luxon, McConnell, McCulloch, McPherson, Moffitt, Oaks, Olsen, Pappageorge, Pernick, Rewold, Skarritt. (23) NAYS: Calandra. (1) 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 and having a seal, do hereby certify that I have compared the annexed copy of the attached resolution, adopted by the Oakland County Board of Commissioners at their regular meeting held on . March 9 , 1989 with the original record thereof now remaining on file in my office, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County at Pontiac,Michigan this 9th day of March , 1989: Deputy Clerk