HomeMy WebLinkAboutResolutions - 1991.09.26 - 19035Miscellaneous Resolution # 91211 September 26, 1991
BY: PLANNING & BUILDING COMMITTEE,
LARRY CRAKE, CHAIRPERSON
IN RE: DRAIN COMMISSIONER--
RESOLUTION TO AUTHORIZE THE ISSUANCE OF BONDS TO
DEFRAY PART OF THE COST OF EVERGREEN-FARMINGTON
SEWAGE DISPOSAL SYSTEM POLLUTION CONTROL FACILITIES
-- PERFORMANCE CERTIFICATION, - PERMANENT METER
INSTALLATION AND INTERCEPTOR REHABILITATION
IMPROVEMENTS
TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen:
WHEREAS, the County of Oakland (the "County") and the
City of Auburn Hills, the Village of Beverly Hills, the Village
of Bingham Farms, the City of Birmingham, the Township of Bloom-
field, the City of Bloomfield Hills, the City of Farmington, the
City of Farmington Hills, the Village of Franklin, the City of
Keego Harbor, the City of Lathrup Village, the City of Orchard
Lake Village, the City of Southfield, the City of Troy and the
Charter Township of West Bloomfield have entered into the
Evergreen and Farmington Sewage Disposal Systems Intermunicipal
Contract Concerning Wastewater Treatment and Pollution Control
Projects dated as of September 30, 1989 (the "Contract"),
pursuant to the provisions of Act No. 342, Public Acts of
Michigan, 1939, as amended ("Act 342"); and
WHEREAS, the Contract provides for the issuance of bonds
by the County to defray all or part of the cost of performance
certification, permanent meter and interceptor rehabilitation
improvements as set forth in the Contract (the "Project"), said
bonds to be secured by the contractual obligations of those
municipalities on whose behalf the bonds are issued to pay to the
County amounts sufficient to pay the principal of and interest on
the bonds and to pay such paying agent fees and other expenses as
may be incurred on account of the bonds; and
WHEREAS, the description of the improvements has been
revised to reflect the performance certification improvements
required for Segment II facilities as well as an increase in the
number of permanent sanitary sewage meters as set forth in
revised Exhibit C-1 dated June 27, 1991, attached hereto, and the
cost of the improvements described on said revised Exhibit C-1
(the "Project") has been revised as set forth in revised Exhibits
D and E, each of which is dated June 27, 1991, and is attached
hereto; and
WHEREAS, the County has been informed that the City of
Auburn Hills, the Village of Bingham Farms, the City of
Farmington, the City of Keego Harbor, and the City of Troy will
pay their respective shares of the cost of the Project by cash
contributions; the City of Birmingham, the City of Bloomfield
Hills, the Township of Bloomfield, the City of Farmington Hills,
the Village of Franklin, the City of Lathrup Village, the City of
Orchard Lake Village, the City of Southfield and the Township of
West Bloomfield (together with the Village of Beverly Hills, the
"Obligors") will finance their respective shares of the cost of
the Project through the issuance of County bonds as hereafter
provided; and the Village of Beverly Hills will pay a portion of
its share of the cost of the Project by cash contribution and
will finance the balance of such share through the issuance of
such County bonds; and
WHEREAS, the Village of Bingham Farms has requested that
the County transfer surplus funds on hand with the County to pay
its share of the cost of the Project; and
WHEREAS, it is in the best interest of the County of
Oakland that the bonds be issued and the Project be acquired and
constructed.
THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS
OF OAKLAND COUNTY, MICHIGAN, as follows:
1. APPROVAL OF REVISED EXHIBITS TO CONTRACT. The
Board of Commissioners hereby approves and adopts revised
Exhibits C-1, D and E, each dated June 27, 1991, in the forms
attached hereto, and approves the total cost estimate of the
Project in the amount of $5,395,902. The revised Exhibits C-1, D
and E replace Exhibits C-1, D and E dated August 21, 1989, and
shall become parts of the Contract. The County Drain Commis-
sioner, as County Agency, is hereby authorized and directed to
endorse approval on revised Exhibits C-1, D and E as parts of the
Contract in the name and on behalf of the County in as many
counterparts as he deems necessary.
2. AUTHORIZATION OF BONDS -- PURPOSE. Bonds of the
County aggregating the principal sum of Four Million Eighty-Five
Thousand Dollars ($4,085,000) 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 Project.
3. BOND DETAILS. The bonds shall be designated
Evergreen-Farmington Sewage Disposal System Bonds (Permanent
Meter & Interceptor Rehabilitation); shall be dated November 1,
1991; shall be numbered from 1 upwards; shall be fully regis-
tered; shall be in the denomination 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 May 1,
1992, 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:
1992 $ 50,000
1993 85,000
1994 100,000
1995 100,000
1996 150,000
1997 150,000
1998 150,000
1999 150,000
2000 200,000
2001 200,000
2002 $200,000
2003 250,000
2004 250,000
2005 300,000
2006 300,000
2007 300,000
2008 350,000
2009 400,000
2010 400,000
4. 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.
5. PRIOR REDEMPTION. Bonds maturing prior to May 1,
2002, shall not be subject to redemption prior to maturity.
Bonds maturing on and after May 1, 2002, shall be subject to
redemption prior to maturity upon the terms and conditions set
forth in the form of bond contained in Section 9 hereof.
6. BOND REGISTRAR AND PAYING AGENT. The County
Treasurer 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 Treasurer
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AUTHENTICATION AND DELIVERY OF BONDS.
may from time to time as required designate a similarly qualified
successor bond registrar and paying agent.
7. EXECUTION
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
Treasurer to the purchaser upon receipt of the purchase price.
Additional bonds bearing the facsimile signatures of the Chairman
of the Board of Commissioners and the County Clerk and upon which
the seal of the County (or a facsimile thereof) is impressed or
imprinted may be delivered to the bond registrar and paying agent
for authentication and delivery in connection with the exchange
or transfer of bonds. The bond registrar and paying agent shall
indicate on each bond the date of its authentication.
8. 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.
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 hI
The County and the bond registrar and paying agent may
deem and treat the person in whose name any bond shall be
registered 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 4 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 contrary. The County agrees to indemnify and save
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.
9. FORM OF BONDS. The bonds shall be in substantially
the following form:
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF OAKLAND
EVERGREEN-FARMINGTON SEWAGE DISPOSAL SYSTEM BONDS
(PERMANENT METER AND INTERCEPTOR REHABILITATION)
INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP
November 1, 1991
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 identified 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
payment 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 May 1, 1992. 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 Four Million Eight-Five Thousand Dollars
($4,085,000) 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 performance
certification, permanent meter and interceptor rehabilitation
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improvements in the Evergreen-Farmington Sewage Disposal System.
The bonds of this series are issued in anticipation of payments
to be made by the Village of Beverly Hills, the City of
Birmingham, the Township of Bloomfield, the City of Bloomfield
Hills, the City of Farmington Hills, the Village of Franklin, the
City of Lathrup Village, the City of Orchard Lake Village, the
City of Southfield and the Township of West Bloomfield (the
"Obligors") in the aggregate .principal amount of Four Million
Eighty-Five Thousand Dollars ($4,085,000) pursuant to a contract
between the County and the City of Auburn Hills, the Village of
Beverly Hills, the Village of Bingham Farms, the City of
Birmingham, the Township of Bloomfield, the City of Bloomfield
Hills, the City of Farmington, the City of Farmington Hills, the
Village of Franklin, the City of Keego Harbor, the City of
Lathrup Village, the City of Orchard Lake Village, the City of
Southfield, the City of Troy and the Charter Township of West
Bloomfield dated As of Septewhe -r 10, 1989. The full faith and
credit of the Obligors have been pledged to the prompt payment of
the foregoing amount and the interest thereon as the same become
due. As additional security the full faith and credit of the
County have been pledged for the prompt payment of the principal
of and interest on the bonds of this series. Taxes levied by the
County and the Obligors 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
therefor 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 May 1, 2002, are not subject to
redemption prior to maturity. Bonds maturing on and after May 1,
2002, 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
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May 1, 2001. 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:
0.5% of the par value if called for redemption
on or after May 1, 2001, but prior to
May 1, 2005;
No premium if called for redemption on or
after May 1, 2005.
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
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:
County Clerk Chairman
Board of Commissioners
By:
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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.
10. SECURITY. The bonds shall be issued in anticipa-
tion of payments to be made by the Obligors pursuant to the
Contract. The bonds shall be secured primarily by the full faith
and credit pledge made by the Obligors in the Contract 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 Obligors 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.
11. DEFEASANCE. In the event cash or direct obliga-
tions of the United States or obligations the principal of and
interest on which are guaranteed by the United States, or a
combination thereof, the principal of and interest on which,
without reinvestment, come due at times and in amounts sufficient
to pay, at maturity or irrevocable call for earlier optional
redemption, the principal of and interest on the bonds, shall
have been deposited in trust, this resolution shall be defeased
and the owners of the bonds shall have no further rights under
this resolution except to receive payment of the principal of and
interest on the bonds from the cash or securities deposited in
trust and the interest and gains thereon and to transfer and
exchange bonds as provided herein.
12. 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 Obligors pursuant to the Contract as
amended 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.
13. 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 performance certification,
permanent meter and interceptor rehabilitation improvements in
the Evergreen-Farmington Sewage Disposal System in accordance
with the provisions of the Contract.
14. REPLACEMENT OF BONDS. Upon receipt by the County
Treasurer of proof of ownership of an unmatured bond, of satis-
factory evidence that the bond has been lost, apparently
destroyed or wrongfully taken and of security or indemnity which
complies with applicable law and is satisfactory to the County
Treasurer, the County Treasurer may authorize the bond registrar
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and paying agent to deliver a new executed bond to replace the
bond lost, apparently destroyed or wrongfully taken in compliance
with applicable law. In the event an outstanding matured bond is
lost, apparently destroyed or wrongfully taken, the County
Treasurer may authorize the bond registrar and paying agent to
pay the bond without presentation upon the receipt of the same
documentation required for the delivery of a replacement bond.
The bond registrar and paying agent, for each new bond delivered
or paid without presentation as provided above, shall require the
payment of expenses, including counsel fees, which may be
incurred by the bond registrar and paying agent and the County in
the premises. Any bond delivered pursuant the provisions of this
Section 14 in lieu of any bond lost, apparently destroyed or
wrongfully taken shall be of the same form and tenor and be
secured in the same manner as the bond in substitution for which
such bond was delivered.
15. 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.
16. REDUCTION OF PRINCIPAL AMOUNT OF BOND ISSUE. If
the County Drain Commissioner shall determine that it is not
necessary to sell bonds in the principal amount of Four Million
Eighty-Five Thousand Dollars ($4,085,000), 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.
17. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF
BONDS. The County Drain Commissioner is authorized to prescribe
the form of notice of sale for the bonds, to sell the bonds at
not less than 98.5% 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.
The County Drain Commissioner is authorized to cause the
preparation of an official statement for the bonds for purposes
of compliance with Rule 15c2-12 issued under the Securities
Exchange Act of 1934, as amended (the "Rule") and to do all other
things necessary to comply with the Rule. After the award of the
bonds, the County will provide copies of a "final official state-
ment" (as defined in paragraph (e)(3) of the Rule) on a timely
basis and in reasonable quantity as requested by the successful
bidder or bidders to enable such bidder or bidders to comply with
paragraph (b)(4) of the Rule and the rules of the Municipal
Securities Rulemaking Board.
18. 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.
19. TRANSFER OF SURPLUS FUNDS. The transfer of $24,094
from surplus funds of the Village of Bingham Farms on hand with
the County to pay the Village of Bingham Farms' share of the cost
of the Project is hereby approved.
20. 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 UILDING COMMITTEE
PMW/09192/0044/AR0/3
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Resolution # 91211 SEPTEMBER 26, 1991
Moved by Crake supported by Wolf the resolution be adopted.
AYES: Law, McConnell, McCulloch, McPherson, Millard, Moffitt, Oaks,
Palmer, Pappageorge, Rewold, Schmid, Serra, Skarritt, Wolf, Aaron, Bishop,
Caddell, Crake, Ferrens, Gosling, Huntoon, Jensen, Johnson, Krause. (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 September 26, 1991
with the on 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 26th . day or—i September „,,, 1991 ____
t—if-,'--- .1,). L J/";: . *-1„, -... -LTr71;67 Allen, County Clerk