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HomeMy WebLinkAboutResolutions - 1989.02.09 - 1722489035 Miscellaneous Resolution 4 February 92 1989 BY: PLANNING & BUILDING COMMITTEE, Anne M. Hobart, Chairperson IN RE: DRAIN COMMISSIONER-- RESOLUTION TO AUTHORIZE THE ISSUANCE OF OAKLAND COUNTY NORTH HURON VALLEY/ROUGE VALLEY WASTEWATER CONTROL SYSTEM (CITY OF NOVI) BONDS TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, the County of Oakland (the "County") has acquired capacity in the Wayne County Rouge Valley Sewage Disposal System (the "Wayne System") existing facilities and in additions thereto to be constructed by Wayne County pursuant to the Wayne County - Oakland County Construction, Finance and Service Agreement dated as of February 1, 1988, as amended by the Amendment to Wayne County - Oakland County Construction, Finance and Service Agreement dated as of November 1, 1988 (collectively, the "Agreement"); and WHEREAS, this Board of Commissioners has established, under and pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended (Act 342), a system of sewage disposal facilities designated as the North Huron Valley/Rouge Valley Wastewater Control System--Oakland County and has approved the North Huron Valley/Rouge Valley Wastewater Control System- -Oakland County Contract dated as of February 1, 1988, between the County, by and through the County Drain Commissioner, and the City of Novi (the "City"), and amended Exhibits A and B thereto dated as of November 1, 1988 (collectively, the "Contract"); and WHEREAS, the Contract provides for the issuance of bonds by the County to defray part of the cost of acquiring and con- structing the North Huron Valley/Rouge Valley Wastewater Control System--Oakland County for the purpose of providing additional capacity in the Wayne System for the City, said bonds to be secured by the contractual obligation of the City to pay to the County amounts sufficient to pay the principal of and interest on the hereinafter authorized bonds and to pay such paying agent fees and other expenses as may be incurred on account of said bonds. THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF OAKLAND COUNTY, MICHIGAN, as follows: 1. AUTHORIZATION OF BONDS -- PURPOSE. Subsequent to execution of the Contract by the parties thereto, bonds of the County, aggregating the principal sum of Eight Million Two Hundred Thousand Dollars ($8,200,000) shall be issued and sold pursuant to the provisions of Act 342, and other applicable statutory provisions, for the purpose of defraying part of the cost of acquiring and constructing the North Huron Valley/Rouge Valley Wastewater Control System - Oakland County pursuant to the provisions of the Contract. 2. BOND DETAILS. The bonds shall be designated North Huron Valley/Rouge Valley Wastewater Control System (City of Novi) Bonds; shall be dated March 1, 1989; shall be numbered from 1 upwards; shall be fully registered; shall be in the denomi- nation of $5,000 each or any integral multiple thereof not exceeding the aggregate principal amount for each maturity at the option of the purchaser thereof; shall bear interest at a rate or rates not exceeding 12% per annum to be determined upon the sale thereof payable on November 1, 1989, and semiannually thereafter on the first days of May and November in each year; and shall mature on May 1 in each year as follows: 1990 $ 250,000 1991 250,000 1992 250,000 1993 300,000 1994 300,000 1995 300,000 1996 400,000 1997 400,000 1998 400,000 1999 400,000 2000 $ 400,000 2001 400,000 2002 500,000 2003 500,000 2004 500,000 2005 550,000 2006 600,000 2007 750,000 2008 750,000 3. PAYMENT OF PRINCIPAL AND INTEREST. The principal of and interest on the bonds shall be payable in lawful money of the United States. Principal shall be payable upon presentation and surrender of the bonds to the bond registrar and paying agent as they severally mature. Interest shall be paid to the regis- tered owner of each bond as shown on the registration books at the close of business on the 15th day of the calendar month preceding the month in which the interest payment is due. Interest shall be paid when due by check or draft drawn upon and mailed by the bond registrar and paying agent to the registered owner at the registered address. 4. PRIOR REDEMPTION. Bonds maturing prior to May 1, 1996, shall not be subject to redemption prior to maturity. Bonds maturing on and after May 1, 1996, shall be subject to redemption prior to maturity upon the terms and conditions set forth in the form of bond contained in Section 8 hereof. 5. BOND REGISTRAR AND PAYING AGENT. The County Drain Commissioner shall designate, and may enter into an agreement with, a bond registrar and paying agent for the bonds which shall be a bank or trust company located in the State of Michigan which is qualified to act in such capacity under the laws of the United States of America or the State of Michigan. The County Drain -3- Commissioner may from time to time as required designate a similarly qualified successor bond registrar and paying agent. 6. EXECUTION, AUTHENTICATION AND DELIVERY OF BONDS. The bonds shall be executed in the name of the County by the facsimile signatures of the Chairman of the Board of Commis- sioners and the County Clerk and authenticated by the manual signature of an authorized representative of the bond registrar and paying agent, and the seal of the County (or a facsimile thereof) shall be impressed or imprinted on the bonds. After the bonds have been executed and authenticated for delivery to the original purchaser thereof, they shall be delivered by the County Drain Commissioner or the County Treasurer to the purchaser upon receipt of the purchase price. Additional bonds bearing the facsimile signatures of the Chairman of the Board of Commis- sioners and the County Clerk and upon which the seal of the is impressed or imprinted may be County (or a facsimile thereof) delivered to the bond registrar tion and delivery in connection bonds. The bond registrar and paying each bond the date of its authentication. with the authentica- exchange or transfer of agent shall indicate on and paying agent for 7. EXCHANGE AND TRANSFER OF BONDS. Any bond, upon surrender thereof to the bond registrar and paying agent with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney, at the option of the registered owner thereof, may be exchanged for bonds of any other authorized denominations of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. -4- Each bond shall be transferable only upon the books of the County, which shall be kept for that purpose by the bond registrar and paying agent, upon surrender of such bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney. Upon the exchange or transfer of any bond, the bond registrar and paying agent on behalf of the County shall cancel the surrendered bond and shall authenticate and deliver to the transferee a new bond or bonds of any authorized denomination of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. If, at the time the bond registrar and paying agent authenticates and delivers a new bond pursuant to this section, payment of interest on the bonds is in default, the bond registrar and paying agent shall endorse upon the new bond the following: "Payment of interest on this bond is in default. The last date to which interest has been paid is The County and the bond registrar and paying agent may deem and treat the person in whose name any bond shall be regis- tered upon the books of the County as the absolute owner of such bond, whether such bond shall be overdue or not, for the purpose of receiving payment of the principal of and interest on such bond and for all other purposes, and all payments made to any such registered owner, or upon his order, in accordance with the provisions of Section 3 of this resolution shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid, and neither the County nor the bond registrar and paying agent shall be affected by any notice to the cont -fary. The County agrees to indemnify and save -5- the bond registrar and paying agent harmless from and against any and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without negligence hereunder, in so treating such registered owner. For every exchange or transfer of bonds, the County or the bond registrar and paying agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. 8. FORM OF BONDS. The bonds shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND OAKLAND COUNTY NORTH HURON VALLEY/ ROUGE VALLEY WASTEWATER CONTROL SYSTEM (CITY OF NOVI) BONDS INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP March 1, 1988 Registered Owner Principal Amount The County of Oakland, State of Michigan, (the "County"), acknowledges itself indebted to, and for value received, hereby promises to pay to the Registered Owner identi- fied above, or registered assigns, the Principal Amount set forth above on the Maturity Date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender of this bond at in the City of , Michigan, the bond registrar and paying agent, and to pay to the Registered Owner, as shown on the registration books at the close of business on the 15th day of the calendar month preceding the month in which an interest pay- ment is due, by check or draft drawn upon and mailed by the bond registrar and paying agent by first class mail postage prepaid to the Registered Owner at the registered address, interest on such Principal Amount from the Date of Original Issue or such later date through which interest shall have been paid until the County's obligation with respect to the payment of such Principal Amount is discharged at the rate per annum specified above. Interest is payable on the first days of May and November in each year, commencing on November 1, 1989. Principal and interest are payable in lawful money of the United States of America. This bond is one of a series of bonds aggregating the principal sum of Eight Million Two Hundred Thousand Dollars ($8,200,000) issued by the County under and pursuant to and in full conformity with the Constitution and Statutes of Michigan (especially Act No. 342, Public Acts of 1939, as amended) and a bond authorizing resolution adopted by the Board of Commissioners of the County (the "Resolution") for the purpose of defraying part of the cost of acquiring and constructing the North Huron Valley/Rouge Valley Wastewater control System--Oakland County. The bonds of this series are issued in anticipation of payments to be made by the City of Novi in the aggregate principal amount of Eight Million Two Hundred Thousand Dollars ($8,200,000) pursuant to a contract between the County and the City of Novi dated as of February 1, 1938, as amended pursuant to revised Exhibits A and B thereto dated as of November 1, 1988. The full faith and credit of the City of Novi have been pledged to the prompt payment of the foregoing amount and the interest thereon -7-- as the same become due. As additional security the full faith and credit of the County are hereby pledged for the prompt payment of the principal of and interest on the bonds of this series. Taxes levied by the City and the County to pay the principal of and interest on the bonds of this series are subject to constitutional tax limitations. This bond is transferable, as provided in the Resolu- tion, only upon the books of the County kept for that purpose by the bond registrar and paying agent, upon the surrender of this bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his attorney duly authorized in writing. Upon the exchange or transfer of this bond a new bond or bonds of any authorized denomination, in the same aggregate principal amount and of the same interest rate and maturity, shall be authenticated and delivered to the transferee in exchange there- for as provided in the Resolution, and upon payment of the charges, if any, therein provided. Bonds so authenticated and delivered shall be in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount for each maturity. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. Bonds maturing prior to November 1, 1996, are not subject to redemption prior to maturity. Bonds maturing on and after May 1, 1996, are subject to redemption prior to maturity at the option of the County, in such order as shall be determined by the County, on any one or more interest payment dates on and after May 1, 1995. Bonds of a denomination greater than $5,000 may be partially redeemed in the amount of $5,000 or any integral multiple thereof. If less than all of the bonds maturing in any year are to be redeemed, the bonds or portions of bonds to be redeemed shall be selected by lot. The redemption price shall be the par value of the bond or portion of the bond called to be redeemed plus interest to the date fixed for redemption and a premium as follows: 2% of the par value if called for redemption on or after May 1, 1995, but prior to May 1, 1999; 1% of the par value if called for redemption on or after May 1, 1999, but prior to May 1, 2006; No premium if called for redemption on or after May 1, 2006. Not less than thirty days' notice of redemption shall be given to the holders of bonds called to be redeemed by mail to the registered holder at the registered address. Bonds or portions of bonds called for redemption shall not bear interest after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the bonds of this -8- series, existed, have happened and have been performed in due time, form and manner as required by law, and that the total indebtedness of said County, including the series of bonds of which this bond is one, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by facsimile signatures of the Chairman of the Board of Commissioners and the County Clerk and its corporate seal (or a facsimile thereof) to be impressed or imprinted hereon. This bond shall not be valid unless the Certificate of Authentication has been manually executed by an authorized representative of the bond registrar and paying agent. COUNTY OF OAKLAND (SEAL) By: By: County Clerk Chairman Board of Commissioners CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within- mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (please print or type name, address and taxpayer identification number of transferee) the within bond and all rights thereunder and does hereby irrevocably constitute and appoint attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed The signature must be guaranteed by a commercial bank, a trust company or a brokerage firm which is a member of a major stock exchange, 9. SECURITY. The bonds shall be issued in anticipa- tion of payments to be made by the City pursuant to the Contract. The bonds shall be secured primarily by the full faith and credit pledge made by the City in the Contract with the County pursuant to the authorization contained in Act 342. As additional and secondary security the full faith and credit of the County are pledged for the prompt payment of the principal of and interest on the bonds as the same shall become due. If the City shall fail to make payments to the County which are sufficient to pay the principal of and interest on the bonds as the same shall become due, an amount sufficient to pay the deficiency shall be advanced from the general fund of the County. 10. PRINCIPAL AND INTEREST FUND. There shall be estab- lished for the bonds a Principal and Interest Fund which shall be kept in a separate bank account. From the proceeds of the sale of the bonds there shall be set aside in the Principal and Interest Fund any premium and accrued interest received from the purchaser of the bonds at the time of delivery of the same. All payments received from the City pursuant to the Contract are pledged for payment of the principal of and interest on the bonds and expenses incidental thereto and as received shall be placed in the Principal and Interest Fund. 11. CONSTRUCTION FUND. The remainder of the proceeds of the sale of the bonds shall be set aside in a construction fund and used to acquire and construct sewent 1 of the North Huron Valley/ Rouge Valley Wastewater Control System--Oakland County in accordance with the provisions of the Contract. excess proceeds of the sale of the bonds are available after completion of said seyment 1, such excess proceeds shall be used for the purpose of defraying part of the cost of acquiring and -1" -I, Ak -11- constructing segments 2 and 3 of the North Huron Valley/Rouge Valley Wastewater Control System - Oakland County in accordance with the provisions of the Contract. 12. APPROVAL OF MICHIGAN DEPARTMENT OF TREASURY -- EXCEPTION FROM PRIOR APPROVAL. The issuance and sale of the bonds shall be subject to permission being granted therefor by the Department of Treasury of the State of Michigan or an exception from prior approval being granted by the Department of Treasury and the County Drain Commissioner and the County Treasurer are each hereby severally authorized to file with the Department of Treasury a Notice of Intent to Issue an Obligation with respect to the bonds and to pay, upon the filing of said notice, the filing fee of $400. If an exception from prior approval is not granted the County Drain Commissioner or the County Treasurer shall make application to the Department of Treasury for permission to issue and sell the bonds as provided by the terms of this resolution and for approval of the form of Notice of Sale. 13. REDUCTION OF PRINCIPAL AMOUNT OF BOND ISSUE. If the County Drain Commissioner, after the receipt of bids for the construction of the North Huron Valley/Rouge Valley Wastewater Control System - Oakland County, shall determine that it is not necessary to sell bonds in the principal amount of Eight Million Two Hundred Thousand Dollars ($8,200,000), he may by order reduce the principal amount of bonds to be sold to that amount deemed necessary. In the event the principal amount of the bond issue is reduced pursuant to this section, the County Drain Commis- sioner shall reduce the amount of bonds maturing in any one or more years as necessary. -12-- 14. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF BONDS. The County Drain Commissioner is hereby authorized to prescribe the form of notice of sale for the bonds, to sell the bonds at not less than 98% of par plus accrued interest in accordance with the laws of this state and to do all things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the bonds in accordance with the provisions of this resolution. 15. TAX COVENANT. The County covenants to comply with all requirements of the Internal Revenue Code of 1986, as amended, necessary to assure that the interest on the bonds will be and will remain excludable from gross income for federal income tax purposes. The County Drain Commissioner and other appropriate County officials are authorized to do all things necessary (including the making of covenants of the County) to assure that the interest on the bonds will be and will remain excludable from gross income for federal income tax purposes. 16. CONFLICTING RESOLUTIONS. All resolutions and parts of'resolutions insofar as they may be in conflict herewith are rescinded. Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing Resolution. Planning and Building Committee -13- supported by Chester Moved by Hobart RESOLUTION it 89035 the resolution to be adopted. AYES: Pernick Rewold, Skarritt„ Wolf, Aaron, Bis. Ferrens, Gosling, Hobart, Jensen, Johnson, R. Kuhn, S. Kuhn, McConnell, McCulloch, McPherson , Moffitt.,Ikka_,Iasem.,....Eappagumge. (23) NAYS: None. (0) ABSENT: Price, Caddell. Calandra, Law. A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN ) ) SS. COUNTY OF OAKLAND ) I hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the Board of Commissioners of said County at a regular meeting held on February 9 , 1989, original of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the open meetings act. Lynn D. Allen County Clerk County of Oakland Luxon, PMW/09192/0033/AC4/3 -14--