HomeMy WebLinkAboutResolutions - 2012.05.17 - 20229MISCELLANEOUS RESOLUTION #I2135 May 17, 2012
BY: Finance Committee,
IN RE: TREASURER'S OFFICE - RESOLUTION AUTHORIZING ISSUANCE OF
OAKLAND COUNTY BUILDING AUTHORITY, BUILDING AUTHORITY REFUNDING
BONDS, SERIES 2012 (REFUNDS SERIES 2002A, SERIES 2003 AND SERIES
2004) 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
County of Oakland (the "County"), have entered into a Full Faith
and Credit General Obligation Lease Contract dated as of July 1,
2001 (as listed in Appendix A) (the "2001 Lease Contract"); and
WHEREAS, pursuant to the 2001 Lease Contract, the Building
Authority has issued the Oakland County Building Authority,
Building Authority Bonds, Series 2002A in the original aggregate
principal amount of $5,200,000 dated as of August 1, 2002 which
remain outstanding as listed in Appendix B (the "2002A Bonds") to
defray the cost of constructing, furnishing and equipping the
Sheriff's Substation for the County; and
WHEREAS, in addition, the Authority and the County have also
entered into a Full Faith and Credit General Obligation Lease
Contract dated as of November 1, 2002 (as listed in Appendix A)
(the "2002 Lease Contract") pursuant to the 2002 Lease Contract,
the Building Authority has issued the Oakland County Building.
Authority, Building Authority Bonds, Series 2003 in the original
• aggregate principal amount of $7,560,000 dated as of February 1,
2003 which remain outstanding as listed in Appendix B (the "2003
Bonds") to defray the cost of the acquisition of a building to be
used as County administrative offices; and
WHEREAS, also in addition, the Authority and the County have
also entered into a Full Faith and Credit General Obligation
Lease Contract dated as of August 1, 2004 (as listed in Appendix
A) (the "2004 Lease Contract") pursuant to the 2004 Lease
Contract, the Building Authority has issued the Oakland County
Building Authority, Building Authority Bonds, Series 2004 in the
original aggregate principal amount of $6,660,000 dated as of
August 1, 2004 which remain outstanding as listed in Appendix B
(the "2004 Bonds") to defray the cost of the constructing,
furnishing and equipping the Oakland International Airport T-
Hangar and the Oakland Troy Airport T-Hangar; and
WHEREAS, the 2002A Bonds, 2003 Bonds and the 2004 Bonds are
hereinafter sometimes referred to as (the "Bonds"); and
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Quarles absent.
WHEREAS, the 2001 Lease Contract, the 2002 Lease Contract
and the 2004 Lease Contract are hereinafter sometimes referred to
as (the "Lease Contract"); 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.
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.
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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
$5,200,000 Oakland County Building Authority, Building
Authority Bonds, Series 2002A - FULL FAITH AND CREDIT GENERAL
OBLIGATION LEASE CONTRACT MADE AS OF JULY 1, 2001.
$7,560,000 Oakland County Building Authority, Building
Authority Bonds, Series 2003 - FULL FAITH AND CREDIT GENERAL
OBLIGATION LEASE CONTRACT MADE AS OF NOVEMBER 1, 2002.
$6,660,000 Oakland County Building Authority, Building
Authority Bonds, Series 2004 - FULL FAITH AND CREDIT GENERAL
OBLIGATION LEASE CONTRACT MADE AS OF AUGUST 1, 2004.
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APPENDIX B
OAKLAND COUNTY BUILDING AUTHORITY,
BUILDING AUTHORITY BONDS, SERIES 2002A
Date Principal
9/1/12 $250,000
9/1/13 250,000
9/1/14 275,000
9/1/15 275,000
9/1/16 300,000
9/1/17 300,000
9/1/18 325,000
9/1/19 325,000
9/1/20 230,000
TOTAL $2,530,000
OAKLAND COUNTY BUILDING AUTHORITY,
BUILDING AUTHORITY BONDS, SERIES 2003
Date Principal
9/1/12 $330,000
9/1/13 350,000
9/1/14 375,000
9/1/15 375,000
9/1/16 400,000
9/1/17 425,000
9/1/18 425,000
9/1/19 450,000
9/1/20 475,000
9/1/21 .500,000
9/1/22 525,000
9/1/23 535,000
TOTAL $5,185,000
OAKLAND COUNTY BUILDING AUTHORITY,
BUILDING AUTHORITY BONDS, SERIES 2004
Date Principal
9/1/12 $290,000
9/1/13 300,000
9/1/14 310,000
9/1/15 325,000
9/1/16 340,000
9/1/17 355,000
9/1/18 370,000
9/1/19 385,000
9/1/20 405,000
9/1/21 425,000
9/1/22 445,000
9/1/23 470,000
9/1/24 490,000
TOTAL $4,910,000
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APPEND IX C
AMENDMENT TO LEASE CONTRACT
THIS AMENDMENT TO FULL FAITH AND CREDIT GENERAL OBLIGATION
LEASE CONTRACT ("Amendment to Lease Contract") made as of June 1,
2012, 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 Sheriff's Substation for the County, to acquire a building to
be used as County administrative offices, and to construct,
furnish and equip the Oakland International Airport T-Hangar and
the Oakland Troy Airport T-Hangar (the "Proiects"), and the
Authority constructed and acquired the Projects; and
WHEREAS, it is proposed that the Authority refinance part of
the outstanding building authority bonds dated August 1, 2002
(the "2002A Bonds") issued by the Authority pursuant to the Full
Faith and Credit General Obligation Lease Contract dated as of
July 1, 2001 (the "2001 Lease Contract") and Act 31; and
WHEREAS, it is proposed that the Authority refinance part of
the outstanding building authority bonds dated February 1, 700
(the "2003 Bonds") issued by the Authority pursuant to the Full
Faith and Credit General Obligation Lease Contract dated as of
November 1, 2002 (the "2002 Lease Contract") and Act 31; and
WHEREAS, it is proposed that the Authority refinance part of
the outstanding building authority bonds dated August 1, 2004
(the "2004 Bonds") issued by the Authority pursuant to the Full
Faith and Credit General Obligation Lease Contract dated as of
August 1, 2004 (the "2004 Lease Contract") and Act 31; and
WHEREAS, the 2001 Lease Contract, the 2002 Lease Contract
and the 2004 Lease Contract are hereinafter sometimes referred to
as (the "Lease Contract"); 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 $13,000,000 (the "Refunding Bonds"), pursuant to
and in accordance with the provisions of Act 31, for the purpose
of refunding the Building Authority Bonds, Series 2002A, dated as
of August 1, 2002 maturing in the years 2013 through 2020, for
the purpose of refunding the Building Authority Bonds, Series
2003, dated as of February 1, 2003 maturing in the years 2013
through 2023, and for the purpose of refunding the Building
Authority Bonds, Series 2004, dated as of August 1, 2004 maturing
in the years 2013 through 2024.
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, 2012 or such earlier or
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
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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
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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EXHIBIT A
Period
Ending Principal Annual Rate Interest Total
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
9/1/23
9/1/24
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I HEREBY APPROVE THE FO*OING RESOLUTION
Resolution #12135 May 17, 2012
Moved by Taub supported by Zack the resolutions (with fiscal notes attached) on the Consent Agenda be
adopted (with accompanying reports being accepted).
AYES: Covey, Crawford, Dwyer, Gershenson, Gingell, Gosselin, Hoffman, Jackson, Long, Matis,
McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, River, Runestad, Scott, Taub, Weipert,
Woodward, Zack, Bosnic. (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).
PURSUANT TO .573 PA 139
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 May 17,
2012, 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 17th day of May, 2012.
R;d2izi21 094.
Bill Bullard Jr., Oakland County