HomeMy WebLinkAboutResolutions - 2011.07.06 - 18628MISCELLANEOUS RESOLUTION #I1128 July 6, 2011
BY: Finance Committee, Thomas Middleton, Chairperson
IN RE: T ..ASURER'S OFFICE - RESOLUTION AUTHORIZING ISSU'CE OF
OAKLAND COUNTY BUILDING AUTHORITY, BUILDING AUTHORITY REFUNDING
BONDS, SERIES 2011A (REFUNDS SERIES 2001) AND APPROVING THE
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS, pursuant to the provisions of Act No. 31, Public
Acts of Michigan, 1948, extra session, as amended, ("Act 31") the
Oakland County Building Authority (the "Authority") and the
Countof Oakland (the "County"), have entered into a Full Faith
and Credit General Obligation Lease Contract dated as of November
1, 2001 (as listed in Appendix A) (the "Lease Contract"); and
WHEREAS, pursuant to the Lease Contract, the Building
Authority has issued a series of its bonds which remain
outstanding as listed in Appendix B (the "Bonds") to defray the
cost of constructing, furnishing and equipping the work release
facility, acquiring equipment and training staff for the jail
management system and acquiring equipment, training staff and
some construction for the video arraignment system for the
County; and
WHEREAS, the Bonds remain outstanding in various aggregate
principal amounts which mature in various principal amounts in
various years and bear interest at various rates per annum which
rates of interest are higher than those now prevailing; and
WHEREAS, Act 31 and Act No. 34, Public Acts of Michigan,
2001, as amended, ("Act 34") authorize the Authority to refund
all or any part of its indebtedness; and
WHEREAS, the County has determined that a significant cost
savings can be achieved by refunding outstanding Bonds in whole
or in part; and
WHEREAS, in order to provide for the Refunding Bonds and to
comply with federal securities regulations, it is necessary to
approve an amendment to the lease contract between the County and
the Authority (the "Amendment to Lease Contract") attached as
Appendix C in order to approve the undertaking to provide
continuing disclosure.
FIN. CE COMMITTEE
Motion carried unanimously on a roll call vote .
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS
OF THE COUNTY OF OAKLAND as follows:
1. The Authority is authorized to proceed to refund any or
all of the Bonds described in Appendix B in whole or in part, on
such terms and conditions as will result in a lower total
indebtedness on such issue.
2. The Amendment to Lease Contract attached hereto as
Appendix C is hereby approved.
3. The County Officials set forth on the Amendment to
Lease Contract are authorized to execute and deliver the
Amendment to Lease Contract on behalf of the County.
4. After any refunding bonds are issued, the Authority
shall report to the County on the new debt service schedule and
the savings in total principal and interest.
5. The County Executive, if necessary, is authorized to
file for approval to issue the bonds from the State of Michigan,
Department of Treasury ("Treasury"), to pay the related fee, and
to execute and deliver such other documents as may be requested
by the Treasury.
6. All activities involved in the refunding of the Bonds
under this resolution shall comply with the standing rules of the
Board of Commissioners.
BE IT FURTHER RESOLVED that the Chairperson of the Board of
Commissioners is authorized fill in the blanks in Exhibit A to
Appendix C - Debt Retirement Schedule prior to executing and
filing these documents with the Oakland County Clerk.
Chairperson, on behalf of the Finance Committee, I move the
adoption of the foregoing resolution.
FINANCE COMMITTEE
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APPENDIX A
$23,400,000 Oakland County Building Authority, Building
Authority Bonds, Series 2001 - FULL FAITH AND CREDIT GENERAL
OBLIGATION LEASE CONTRACT MADE AS OF NOVEMBER 1, 2001.
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9/1/11
9/1/12
9/1/13
9/1/14
9/1/15
9/1/16
9/1/17
9/1/18
9/1/19
9/1/20
9/1/21
9/1/22
TOTAL
Date
$16,075,000
Principal
$1,050,000
1,100,000
1,150,000
1,175,000
1,250,000
1,300,000
1,350,000
1,425,000
1,475,000
1,525,000
1,625,000
1,650,000
APPENDIX B
OAKLAND COUNTY BUILDING AUTHORITY,
BUILDING AUTHORITY BONDS, SERIES 2001
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APPENDIX C
AMENDMENT TO LEASE CONTRACT
THIS AMENDMENT TO FULL FAITH AND CREDIT GENERAL OBLIGATION
LEASE CONTRACT ("Amendment to Lease Contract") made as of July 1,
2011, by and between the OAKLAND COUNTY BUILDING AUTHORITY (the
"Authority"), a building authority organized and existing under
and pursuant to the provisions of Act No. 31, Public Acts of
Michigan, 1948 (First Extra Session), as amended ("Act 31"), and
the COUNTY OF OAKLAND, a County of the State of Michigan (the
"County"),
WITNESSET H:
WHEREAS, the Authority has been incorporated by the County
pursuant to Act 31 for the purpose of acquiring, furnishing,
equipping, owning, improving, enlarging, operating and
maintaining a building or buildings, automobile parking lots or
structures, recreational facilities and stadiums, and the
necessary site or sites therefor, for the use of the County; and
WHEREAS, the County desired to construct, furnish and equip
the work release facility, acquire equipment and train staff for
the jail management system and acquire equipment, train staff and
do some construction for the video arraignment system for the
County of Oakland, Michigan (the "Project"), and the Authority
constructed and acquired the Project; and
WHEREAS, it is proposed that the Authority refinance the
outstanding building authority bonds dated January 1, 2002 issued
by the Authority pursuant to the Full Faith and Credit General
Obligation Lease Contract dated as of November 1, 2001 (the
"Lease Contract") and Act 31; and
WHEREAS, in order to make possible the issuance of refunding
bonds it is necessary for the parties to enter into this
Amendment to Lease Contract.
THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS AND
AGREEMENTS SET FORTH BELOW, IT IS HEREBY AGREED BY AND BETWEEN
THE PARTIES TO THIS AMENDMENT TO LEASE CONTRACT AS FOLLOWS:
A. The following paragraphs 24 and 25 are added to the
Lease Contract to read as follows:
24. Authorization and Issuance of Refunding Bonds. As soon
as practicable after the effective date of the Amendment to Lease
Contract, the Authority shall proceed to issue its building
authority refunding bonds in the aggregate principal amount of
not to exceed $17,250,000 (the "Refunding Bonds"), pursuant to
and in accordance with the provisions of Act 31, for the purpose
of refunding the Building Authority Bonds, Series 2001 dated as
of January 1, 2002 maturing in the years 2012 through 2022 (the
"Prior Bonds Being Refunded"). The Authority shall pledge for
the payment of the principal of and interest on the Refunding
Bonds the cash rental payments described and required to be paid
by the County pursuant to the Lease Contract and this Amendment
to Lease Contract. The Refunding Bonds shall be dated August 1,
2011 or such later date as to be determined. The Refunding Bonds
shall bear interest at a rate or rates that will produce a
savings true interest cost and shall mature in accordance with
the Debt Retirement Schedule set forth on Exhibit A to this
Amendment to Lease Contract. Each date on which any payment of
principal of and/or interest on any Refunding Bonds is due is
referred to herein as a "Bond Payment Date".
The County and the Authority recognize and acknowledge that
(a) such Debt Retirement Schedule is based upon an assumed
interest rate and date of issuance of the Refunding Bonds and
assumed Bond Payment Date, all as set forth in Exhibit A, (b) the
Bond Payment Dates will be specified in the Award Resolution and
(c) the rental payments due under this Amendment to Lease
Contract will be determined when the Award Resolution is adopted
by the Authority and the Refunding Bonds are sold, by application
of the rate or rates of interest actually borne by the Refunding
Bonds.
25. Undertaking to Provide Continuing Disclosure for
Refunding Bonds. The County and the Authority hereby covenant
and agree, for the benefit of the beneficial owners of the
Refunding Bonds, to enter into a written undertaking (the
"Undertaking") required by SEC Rule 15c2-12 promulgated by the
Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934 (the "Rule") to provide continuing
disclosure of certain financial information and operating data
and timely notices of the occurrence of certain events in
accordance with the Rule. This Undertaking shall be enforceable
by the beneficial owners of the Refunding Bonds or by the
Purchaser(s) on behalf of such holders (provided that the
Purchaser(s) right to enforce the provisions of this Undertaking
shall be limited to a right to obtain specific enforcement of the
obligations hereunder and any failure by the County and the
Authority to comply with the provisions of this Undertaking shall
not be an event of default with respect to the Refunding Bonds).
The County Treasurer and the Chairperson or Treasurer of the
Authority, or other officer of the County or Authority charged
with the responsibility for issuing the Refunding Bonds, shall
provide a Continuing Disclosure Certificate for inclusion in the
transcript of proceedings, setting forth the details and terms of
the County's and Authority's Undertaking."
IN WITNESS WHEREOF, the OAKLAND COUNTY BUILDING AUTHORITY,
by its Commission, and the COUNTY OF OAKLAND, by its Board of
Commissioners, have caused this Amendment to Lease Contract to be
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signed by their duly authorized officers, and their seals to be
affixed hereto, all as of the day and year first above written.
WITNESSES TO SIGNATURES OAKLAND COUNTY BUILDING AUTHORITY
OF AUTHORITY OFFICERS:
By:
Chairperson of its Commission
By:
Secretary of its Commission
WITNESSES TO SIGNATURES COUNTY OF OAKLAND
OF COUNTY OFFICERS:
By:
Chairperson, Board of Commissioners
By:
County Clerk
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STATE OF MICHIGAN)
)ss
COUNTY OF OAKLAND)
On this day of , before me appeared
and , to me personally known,
who being by me duly sworn, did each say that they are,
respectively, the Chairperson and the Secretary of the Commission
of the OAKLAND COUNTY BUILDING AUTHORITY and that the foregoing
Amendment to Lease Contract was signed and sealed by them on
behalf of the Authority by authority of its Commission, and that
such persons acknowledged such instrument to be the free act and
deed of the Authority.
Notary Public, Oakland County,
Michigan
My Commission Expires:
(Seal)
STATE OF MICHIGAN)
)ss
COUNTY OF OAKLAND)
On this day of , before me appeared
and , to me personally .
known, who being by me duly sworn, did each say that they are,
respectively, the Chairperson of the Board of Commissioners and
the County Clerk of the COUNTY OF OAKLAND and that the foregoing
Amendment to Lease Contract was signed and sealed by them on
behalf of the County by authority of its Board of Commissioners,
and that such persons acknowledged such instrument to be the free
act and deed of the County.
Notary Public, Oakland County,
Michigan
My Commission Expires:
(Seal)
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Principal Annual Rate Interest Total
P5
EXHIBIT A
Period
Ending
9/1/11
9/1/12
9/1/13
9/1/14
9/1/15
9/1/16
9/1/17
9/1/18
9/1/19
9/1/20
9/1/21
9/1/22
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Resolution #11128 July 6, 2011
Moved by Middleton supported by Covey the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson,
Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Scott, Taub, Weipert,
Woodward, Zack, Bosnic, Covey. (24)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted (with accompanying reports being accepted).
liERE17 ii.;7110VE :.‘14ECT9ING RESOLIMPH
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., 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 July 6,
2011, 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 6th day of July, 2011.
gLL 09,1
Bill Bullard Jr., Oakland County
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