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HomeMy WebLinkAboutResolutions - 2012.11.28 - 20626MISCELLANEOUS RESOLUTION#12299 November 28, 2012 BY: Finance Committee, Tom Middleton, Chairperson IN RE: BOND RESOLUTION AUTHORIZING THE COUNTY OF OAKLAND TO ISSUE THE COUNTY OF OAKLAND RETIREES HEALTH CARE REFUNDING BONDS, SERIES 2013 (GENERAL OBLIGATION LIMITED TAX) TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS the County of Oakland, Michigan (the "County") provides post-retirement medical benefits to qualified retirees and/or their spouses and dependents, as provided by the Oakland County Merit System and its policies; and WHEREAS, as permitted by Federal and State laws the County established a Voluntary Employees' Beneficiary Association ("VEBA") to fund health care for qualified County retirees; and WHEREAS, on July 31, 2007, the county entered into an Indenture which established the 2007 Oakland County Retirees Medical Benefits Funding Trust (the "Funding Trust") which issued $566,985,000 of Taxable Certificates of Participation payable from contract payments from the County to be made pursuant to a 2007 Oakland County Retirees Medical Benefits Contract (the "Contract") between the County and the Funding Trust; and WHEREAS, an amendment to Public Act No. 34 of the Public Acts of 2001, as amended ("Act 34") enacted in October of 2012 permits the County to issue refunding bonds for the purpose of providing funds to refund the County's contract obligations under the Contract which is described in Appendix A (the Refunding Project"); and WHEREAS, on June 14, 2007 the Board approved the County's entering into the 2007 Oakland County Intermediate Trust Agreement (the "Intermediate Trust) a copy of which is attached to this resolution as Appendix B, which was entered into July 31, 2007 which provides for the following: "In the event that any other health care benefits plan, program or arrangement becomes effective during the remainder of the Funding Period with the effect of supplanting and superseding the County's obligations to pay for all of the costs of providing Retiree Medical Benefits (the "Optional Prepayment Trigger"), the Intermediate Trust will have fulfilled its designated purpose, and then (i) all, or the applicable portion, (as the case may be), of the then existing assets of the FINANCE COMMITTEE Motion carried on a roll call vote with Zack and Woodward voting no. Intermediate Trust, to the extent no longer needed to pay future costs of providing Retiree Medical Benefits, shall be deemed "Surplus Intermediate Trust Assets," and (ii) if the County; at its option and in its sole discretion, gives written, notice to the trustee of the Funding Trust (the "Funding Trustee"), with a copy to the Intermediate Trustees, of the County's irrevocable election to optionally redeem all or a portion (to the extent of the available Surplus Intermediate Trust Assets) of the then outstanding principal amount of the Certificates through an Optional Prepayment under and as defined in the Contract, then the Intermediate Trustees shall (x) transfer all or a portion (as the case may be) of the available Surplus Intermediate Trust Assets to the Funding Trustee as such optional prepayment (the "Optional Prepayment") for and on behalf of the County and (y) promptly give written notice thereof to the County." WHEREAS, the County's Health Care Benefits Program (the "Program") a copy of which is attached hereto as Appendix C will have the effect of supplanting and superseding the County's obligation to pay for all of the costs of providing Medical Care Benefits in the next fifteen years; and WHEREAS, it has been estimated that the Program will extend for approximately 15 years and that the cost of the Retirees Health Care Program and issuing the Refunding Bonds will not exceed $485,000,000 to be provided by the proceeds from the sale of Refunding Bonds by the County pursuant to Act -34; and WHEREAS, under the Indenture which established the Funding Trust once the Program is in effect the Intermediate Trust will have fulfilled its designated purpose and the then existing assets of the Intermediate Trust to the extent no longer needed to pay future costs of providing Retiree Medical Benefits are available for the County at its option to irrevocably elect to redeem all or a portion of the then outstanding principal amount of the Certificates of Participation issued by the Funding Trust on July 31, 2007; and WHEREAS, the County estimates that by entering into the Refunding the County will be saving in excess of $100,000,000 over the next fifteen years; and WHEREAS, the County Executive will, before the County issues any series of the Refunding Bonds, prepare and make available to the public a comprehensive plan which will include all of the requirements set forth in Section 518 subsection (4) of Act 34; and WHEREAS, the County proposes to approve the Retirees Health Care Program and to incur new taxable debt to finance a portion of the costs of the Retirees Health Care Program. 2 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMI S SIONERS OF THE COUNTY OF OAKLAND, MICHIGAN, AS FOLLOW: 1. Bond Details: Pursuant to Section 518 of Act 34, the Refunding Bonds of the County, aggregating not to exceed the principal sum of $48 .5,000,000, shall be issued in one or more series for the purpose of defraying the County's portion of the cost of the Refunding Project. The Refunding Bonds shall be known as "County of Oakland Retirees Health Care Refunding Bonds, Series 2013 [and if more, than one series is issued the additional series shall be designated by the date 2013 and the letter of the alphabet starting with "A"] (General Obligation Limited Tax)" (the "Refunding Bonds") and shall be dated March 1, 2013 or such later date not more than eighteen calendar months thereafter as the Oakland County Executive or his designee hereafter (the "County Executive") shall provide by order. If the Refunding Bonds are delivered in 2014 the series shall reflect that year. The Refunding Bonds shall be fully registered Refunding Bonds, both as to principal and interest, in any one or more denominations of $5,000 or a multiple of $5,000 numbered from 1 upwards as determined by the County Executive, regardless of rate and maturity date. The Refunding Bonds of each series shall mature as directed by the County Executive or his designee in his signed order. The maximum amount of Refunding Bonds in one or more series shall not exceed the amount necessary for the County to complete the Refunding. The Refunding Bonds .shall be in substantially the form attached hereto as EXHIBIT A with such changes, additions or deletions as are not inconsistent with this resolution. Once the County Executive signs an order for any series of bonds, the official Notice of Sale attached as EXHIBIT B shall be completed in accordance with such order. 2. Discount: The Refunding Bonds may be offered for sale at a price of not less than 99% of the face amount thereof, and the County Executive is authorized, in his discretion, to provide for a higher minimum purchase price in the Notice of Sale for the Refunding Bonds. , 34 Interest Payment and Date of Record: The Refunding BondS shall bear interest payable as set forth in the order signed by the County Executive in accordance with paragraph 1 of this resolution, which interest shall not exceed 4.75% per annum. Interest shall be paid by check or draft mailed to the registered owner of each Bond as of the applicable date of record, provided, however, that the County Treasurer may agree with the bond registrar on a different method of payment. If interest is paid differently, the Bond form attached as EXHIBIT A and Notice of Sale form attached as EXHIBIT B shall be changed accordingly. 3 The date of record for each interest payment shall be the 15th day of the calendar month preceding the date such payment is due. 4. Prior Redemption: The Refunding Bonds shall , be subject to redemption prior to maturity upon such terms and conditions as shall be determined by order signed by the County Treasurer and the County Executive at the time of sale. 5. Reduction in Aggregate Amount of Refunding Bonds: In the event the cost of issuing the Refunding Bonds shall be less than the current projections and after this bond resolution has been adopted it shall be determined by the County Executive that the Refunding Project cost shall be less than such estimates, the County Executive shall reduce the principal amount of the Refunding Bonds by $5,000 denominations one such denomination for each maturity in any order of maturity, to the extent required to avoid the issuance of more Refunding Bonds than will be required in light of the bids received, and the Notice of Sale shall be correspondingly altered. 6. Bond Registrar and Paying Agent/Book Entry Depository Trust: The County Treasurer shall designate, and may enter into an agreement with, a bond registrar and paying agent for the Refunding Bonds (sometimes referred to as the "Bond Registrar") 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 from time to time as required may designate a similarly qualified successor bond registrar and paying agent. The Refunding Bonds shall be deposited with a depository trustee designated by the County Treasurer who shall transfer ownership of interests in the Refunding Bonds by book entry and who shall issue depository trust receipts or acknowledgments to owners of interests in the Refunding Bonds. Such book entry depository trust arrangement, and the form of depository trust receipts or acknowledgments, shall be as determined by the County Treasurer after consultation with the depository trustee. The depository trustee may be the same as the Bond Registrar otherwise named by the County Treasurer, and the Refunding Bonds may be transferred in part by depository trust and in part by transfer of physical certificates as the County Treasurer may determine. 7. Transfer or Exchange of Refunding Bonds: Any bond shall be transferable on the bond register maintained by the Bond Registrar with respect to the Refunding Bonds upon the surrender of the Bond to the Bond Registrar together with an assignment executed by the registered owner or his or her duly authorized attorney in form satisfactory to the Bond Registrar. Upon receipt of a properly assigned Bond the Bond Registrar shall authenticate and deliver a new Bond or Refunding Bonds in equal aggregate principal amount and like interest rate and maturity to the designated transferee or transferees. 4 Refunding Bonds may likewise be exchanged for one or more other Refunding Bonds with the same interest rate and maturity in authorized denominations aggregating the same principal amount as the Bond or Refunding Bonds being exchanged. Such exchange shall be effected by surrender of the Bond to be exchanged to the Bond Registrar with written instructions signed by the registered owner of the Bond or his or her attorney in form satisfactory to the Bond Registrar. Upon receipt of a Bond with proper written instructions the Bond Registrar shall authenticate and deliver a new Bond or Refunding Bonds to the registered owner of the Bond or his or her properly designated transferee or transferees or attorney. Any service charge made by the Bond Registrar for any such registration, transfer or exchange shall be paid for by the County, unless otherwise agreed by the County and the Bond Registrar. The Bond Registrar may, however, require payment by a bondholder of a sum sufficient to cover any tax or other governmental charge payable in connection with any such registration, transfer or exchange. 8. Mutilated, Lost, Stolen or Destroyed Refunding Bonds: In the event any Bond is mutilated, lost, stolen or destroyed, the Chairperson of the Board of Commissioners and the Clerk of the County may, on behalf of the County, execute and deliver, a new Bond having a number not then outstanding, of like date, maturity and denomination as that mutilated, lost, stolen or destroyed. In the case of a mutilated Bond, a replacement Bond shall not be delivered unless and until such mutilated Bond is surrendered to the Bond Registrar. In the case of a lost, stolen or destroyed Bond, a replacement Bond shall not be delivered unless and until the County and the Bond Registrar shall have received such proof of ownership and loss and indemnity as they determine to be sufficient, which shall consist at least of (i) a lost instrument Bond for principal and interest remaining unpaid on the lost, stolen or destroyed Bond; (ii) an affidavit of the registered owner (or his or her attorney) setting forth ownership of the Bond lost, stolen or destroyed and the circumstances under which it was lost, stolen or destroyed; (iii) the agreement of the owner of the Bond (or his or her attorney) to fully indemnify the County and the Bond Registrar against loss due to the lost, stolen or destroyed Bond and the issuance of any replacement Bond; and (iv) the agreement of the owner of the Bond (or his or her attorney) to pay all expenses of the County and the Bond Registrar in connection with the replacement, including the transfer and exchange costs which otherwise would be paid by the County. 9. Execution and Delivery: The Chairperson of the Board of Commissioners and the Clerk of the County are hereby authorized and directed to execute the Refunding Bonds for and 5 on behalf of the County by manually executing the same or by causing their facsimile be affixed. If fac s imil e signatures are used, the Refunding Bonds shall be authenticated by the Bond Registrar before delivery. The Refunding Bonds shall be sealed with the County's seal or a facsimile thereof shall be imprinted thereon. When so executed and (if facsimile signatures are used) authenticated, the Refunding Bonds shall be delivered to the County Treasurer, who is hereby authorized and directed to deliver the Refunding Bonds to the purchaser upon receipt in full of the purchase price for the Refunding Bonds. 10. Source of Repayment: The County agrees to pledge for the repayment of the Refunding Bonds sufficient amounts of County taxes levied each year provided that the amount of taxes necessary to pay the principal and interest on the Refunding Bonds, together with the other taxes levied for the same year, shall not exceed the limit authorized by law. In addition, the Refunding Bonds shall be secured by the General Fund of the County and shall be known as "General Obligation Limited Tax Refunding Bonds." 11. Principal and Interest Fund: All monies set aside by the County toward the cost of the Refunding Project shall be kept by the County in a separate fund hereby established, to be known as the "Principal and Interest Fund." All moneys in the Principal and Interest Fund shall be kept in a separate depository account with one or more banks or trust companies where the principal of and interest on the Refunding Bonds are payable, and such moneys shall be used solely for the payment of the principal of and interest on the Refunding Bonds and expenses incidental thereto. All accrued interest and the premium, if any, received from the purchaser of the Refunding Bonds shall be deposited in the Principal and Interest Fund upon receipt. Capitalized interest, as determined pursuant to Section 6, shall be deposited in the Principal and Interest Fund. 12. Refunding Project Fund: There is hereby established a Refunding Project Fund into which all proceeds of the borrowing shall be deposited, except the accrued interest on the Refunding Bonds and premium, if any, received from the purchaser of the Refunding Bonds and any capitalized interest. All moneys in the Refunding Project Fund shall be used solely for the payment in full of costs of the Refunding Project, including the costs of issuing the Refunding Bonds. At the time of delivery of any series of Refunding Bonds the proceeds deposited into the Refunding Project Fund shall on the same date be transferred an Escrow Agent who will distribute the amounts needed to carry out the Refunding Project and the Program to the VEBA and the Intermediate Trust and pay the costs of issuance for any series of Refunding Bonds. Surplus moneys remaining in the Refunding Project Fund after completion of the Refunding Project and payment in full of the costs of the Refunding Project (or 6 provision for such payment) shall be deposited in the Principal and Interest Fund. 13. Investments: Moneys in the Principal and Interest Fund and the Project Fund may be continuously invested and reinvested in the United States government obligations, obligations the principal of and interest on which are unconditionally guaranteed by the United States government, or in interest-bearing time deposits selected by the County Treasurer which are permissible investments for surplus funds under Act No. 20 of the Public Acts of 1943, as amended. Such investments shall mature, or be subject to redemption at the option of the holder, not later than (a) in the case of the Principal and Interest Fund, the dates moneys in such fund will be required to pay the principal of and interest on the Refunding Bonds, and (b) in the case of the Project Fund, the estimated dates when moneys in such fund will be required to pay costs of the Refunding Project. Obligations purchased as an investment of moneys in the Principal and Interest Fund or the Project Fund, as the case may be, shall be deemed at all times to be a part of such fund, and the interest accruing thereon and any profit realized from such investment shall be credited to such fund. 14. Depositories: All of the banks located in the State of Michigan are hereby designated as permissible depositories of the moneys in the funds established by this Resolution. The County Treasurer shall select the depository or depositories to be used from those banks authorized in this Section. 15. Defeasance or Redemption of Refunding Bonds: If at any time, (a) the whole amount of the principal of and interest on all outstanding Refunding Bonds shall be paid, or (b) (i) sufficient moneys, or Government Obligations (as defined in this Section) not callable prior to maturity, the principal of and interest on which when due and payable will provide sufficient moneys, to pay the whole amount of the principal of and premium, if any, and interest on all outstanding Refunding Bonds as and when due at maturity or upon redemption prior to maturity shall be deposited with and held by a trustee or an escrow agent for the purpose of paying the principal of and premium, if any, and interest on such Refunding Bonds as and when due, and (ii) in the case of redemption prior to maturity, all outstanding Refunding Bonds shall have been duly called for redemption (or irrevocable - instructions to call such Refunding Bonds for redemption shall have been given) 7 then, at the time of the payment referred to in clause (a) of this Section or of the deposit referred to in clause (b) of this Section, the County shall be released from all further obligations under this resolution, and any moneys or other assets then held or pledged pursuant to this resolution for the purpose of paying the principal of and interest on the Refunding Bonds (other than the moneys deposited with and held by a trustee or an escrow agent as provided in clause (b) of this Section) shall be released from the conditions of this resolution, paid over to the County and considered excess proceeds of the Refunding Bonds. In the event moneys or Government -Obligations shall be so deposited and held, the trustee or escrow agent holding such moneys or Government Obligations shall, within 30 days after such moneys or Government Obligations shall. have been so deposited, cause a notice signed by it to be given to the registered holders thereof not more than sixty (60) days and nor less than forty- five (45) days prior to the redemption setting forth (x) the date or dates, if any, designated for the redemption of the Refunding Bonds, (y) a description of the moneys or Government Obligations so held by it and (z) that the County has been released from its obligations under this resolution. All moneys and Government Obligations so deposited and held shall be held in trust and applied only to the payment of the principal of and premium, if any, and interest on the Refunding Bonds at maturity or upon redemption prior to maturity, as the case may be, as provided in this Section. The trustee or escrow agent referred to in this Section shall (a) be a bank or trust company permitted by law to offer and offering the required services, (b) be appointed by resolution of the County, and (c) at the time of its appointment and so long as it is serving as such, have at least $25,000,000 of capital and unimpaired surplus. The same bank or trust company may serve as trustee or escrow agent under this Section and as Bond Registrar so long as it is otherwise eligible to serve in each such capacity. As used in this Section, the term "Government Obligations" means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. 16. Filing with Municipal Finance Division: The County Executive is authorized and directed to: (a) apply to the Municipal Finance Division of the Michigan Department of Treasury for approval of the sale of the Refunding Bonds; (b) file with such application all required supporting material; and 8 (c) pay all fees required in connection therewith. 17. Notice of Sale: Sealed bids for the purchase of the Refunding Bonds shall be accepted up to a time to later be determined by the County Treasurer. Notice of the sale shall be published once in accordance with law in the Bond Buyer, in substantially the form attached as EXHIBIT B to this Resolution. The County Treasurer, after conferring with Bond Counsel, may make such changes to the attached Notice of Sale, or cause it to be published in additional publications, as he deems appropriate. 18. Award of the Refunding Bonds. Once all bids are received, the County Treasurer and the County Executive or his designee are authorized to jointly award the Refunding Bonds to the bidder who bid produces the lowest true interest cost to the County by signing an order in the form attached hereto as EXHIBIT C. 19. Approval of Expenditures. The County Executive or his designee shall have the authority to approve all expenditures relating to the Refunding Project. 20. Completion of Attached Forms. The County Executive or his designee or the County Treasurer are authorized fill in the blanks in EXHIBIT A - Form of Bond, EXHIBIT B - Form of Notice of Sale, and EXHIBIT C - Award Order prior to executing and filing these documents with the Oakland County Clerk. 21. Comprehensive Health Care Plan. Before the County issues any series of the Refunding Bonds, the County Executive or his designee shall prepare and make available to the Public by filing in the office of the County Clerk and posting on the County's web-site all of the following: (a) An analysis of the current and future obligations of the County with respect to each postemployment health care benefit program of the County. (b) Evidence that the issuance of the municipal security together with other funds lawfully available will be sufficient to eliminate the unfunded accrued health care liability. (c) A debt service amortization schedule and a description of actions required to satisfy the debt service amortization schedule. (d) A certification by the person preparing the plan that the comprehensive financial plan is complete and accurate. (e) If the proceeds of the borrowing are to be deposited in a health care trust fund, a plan in place from the 9 County to mitigate the increase in health care costs and may include a wellness program that promotes the maintenance or improvements of healthy behaviors. 22. Escrow Agreement; Redemption of Contract Obligations. In order that the Contract Obligations may be properly defeased in accordance with Act 34, the County shall enter into an escrow agreement as may be determined by the County Executive or his designee (the "Escrow Agreement"), with a bank or trust company designated by the County Executive or his designee. The Escrow Agreement shall be in substantially the form attached as Appendix D to this Resolution (with such changes, modifications and additions as may be approved by the County Executive his designee). The Escrow Agreement shall be completed with appropriate figures prior to execution on behalf of the County by the County Executive or his designee. Upon execution of the Escrow Agreement and delivery of the Refunding Bonds, the County and/or the Escrow Agent shall take all necessary steps to cause the Contract Obligations to be redeemed at the earliest possible redemption date or dates. 23. Conflicting Resolutions. All resolutions and parts of resolutions in conflict with the foregoing are hereby rescinded. 24. Effective Date. This Resolution shall become effective immediately upon its adoption and the signature of the Oakland County Executive indicating his approval and shall be recorded in the minutes of the County as soon as practicable after adoption. Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. FINANCE COMMITTEE 10 STATE OF MICHIGAN ) )ss. COUNTY OF OAKLAND ) CERTIFICATION The undersigned, being the Clerk of the County of Oakland, hereby certifies that the foregoing is a true and complete copy of a resolution duly adopted by the County of Oakland Board of Commissioners at its meeting .held on the day of , 20 , at which meeting a quorum was present and remained throughout and that an original thereof is on file in the records of the County. I further certify that the meeting was conducted, and public notice thereof was given, pursuant to and in full compliance with Act No. 267, Public Acts of Michigan, 1976, as amended, and that minutes of such meeting were kept and will be or have been made available as required thereby. COUNTY CLERK DATED: , 20 las.r2-cak248 11 EXHIBIT A [FORM OF BOND] UNITED STATES OF AMERICA - STATE OF MICHIGAN - COUNTY OF OAKLAND COUNTY OF OAKLAND RETIREES HEALTH CARE REFUNDING BOND, SERIES 20 (GENERAL OBLIGATION LIMITED TAX) No. RATE MATURITY DATE DATE OF ISSUANCE CUSIP 1, REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, the County of Oakland, (the "County"), State of Michigan, hereby acknowledges itself indebted and promises to pay (but only from the sources referred to herein) on the Maturity Date specified above, unless paid prior thereto as hereinafter provided, to the Registered Owner specified above, or its registered assigns, the Principal Amount specified above upon presentation and surrender of this Refunding Bond at the principal corporate trust office of , Michigan, as paying agent and bond registrar (the "Bond Registrar"), together with interest thereon to the Registered Owner of this Refunding Bond, as shown on the books of the County maintained by the Bond Registrar, on the applicable date of record from the Date of Issuance specified above, or such later date through which interest has been paid, at the Rate per annum specified above, commencing 1, , and semiannually thereafter on the first, day of and in each year to and including the Maturity Date or earlier redemption of this Refunding Bond. The date of record for each payment of interest shall be the 15th day of the month preceding the date such payment is due. Interest is payable by check or draft mailed by the Bond Registrar to the Registered Owner at the address shown on the books of the County maintained by the Bond Registrar on the applicable date of record and shall be calculated on the basis of a 360-day year consisting of twelve (12) thirty (30) day months. This Refunding Bond is one of a series of Refunding Bonds of like date and tenor except as to denomination, date of maturity and interest rate, numbered from 1 upwards, aggregating the principal sum of Dollars ($ ), issued by the County, pursuant to and in full conformity with the Constitution and Statutes of the State of Michigan and especially Section 518 of Act No. 34, Public 1 Acts of Michigan, 2001, as amended (the "Act"), for the purpose of which is located in Michigan (the "Refunding Project"). This Refunding Bond and the series of which this is one are payable as follows: which are hereby irrevocably pledged for the payment of the principal of, premium, if any, and interest on the Refunding Bonds. To secure payment of the principal of, premium, if any, and interest on the Refunding Bonds. The pledged to the payment of the principal of, premium, if any, and interest on the Refunding Bonds shall be and remain subject to the statutory lien until the principal of, premium, if any, and interest on the Refunding Bonds have been paid in full. The limited tax full faith and credit of the County has been pledged for the making of such payments, and the County is obligated to levy ad valorem taxes in such amounts as shall be necessary for the making of such cash rental payments. HOWEVER, NO TAXES MAY BE LEVIED IN EXCESS OF CONSTITUTIONAL AND STATUTORY LIMITS. In addition, the Refunding Bonds shall be secured by the General Fund of the County and shall be known as "General Obligation Limited Tax Refunding Bonds." The County hereby covenants with the holders of the Refunding Bonds that so long as any of the Refunding Bonds remain outstanding and unpaid that it will not change the benefit structure of any existing County defined benefit plan except that the County may reduce benefits of the defined benefit plan for years of service that accrue after the issuance of the Refunding Bonds. {The Refunding Bond shall be subject to redemption prior to maturity upon such terms and conditions as shall be determined by the County Executive at the time of sale.} This Refunding Bond shall be transferable on the books of the County maintained by the Bond Registrar upon surrender of this Refunding Bond to the Bond Registrar together with an assignment executed by the Registered Owner or his or her duly authorized attorney in form satisfactory to the Bond Registrar. Upon receipt of a properly assigned bond, the Bond Registrar shall authenticate and deliver a new Refunding Bond or Refunding Bonds in authorized denominations in equal aggregate principal amount and like interest rate and maturity to the designated transferee or transferees. This Refunding Bond may likewise be exchanged for one or more other Refunding Bonds with the same interest rate and maturity in authorized denominations aggregating the same 2 principal amount as the Refunding Bond or Refunding Bonds being exchanged. Such exchange shall be effected by surrender of the Refunding Bond to be exchanged to the Bond Registrar with written instructions signed by the Registered Owner of the Refunding Bond or his or her attorney in form satisfactory to the Bond Registrar. Upon receipt of a Refunding Bond with proper written instructions the Bond Registrar shall authenticate and deliver a new Refunding Bond or Refunding Bonds to the Registered Owner of the Refunding Bond or his or her properly designated transferee or transferees or attorney. The Bond Registrar is not required to honor any transfer or exchange of Refunding Bonds during the fifteen (15) days preceding an interest payment date. Any service charge made by the Bond Registrar for any such registration, transfer or exchange shall be paid for by the County (subject, however, to reimbursement by the County pursuant to the Lease), unless otherwise agreed upon by the County and the Bond Registrar. The Bond Registrar may, however, require payment by a bondholder of a sum sufficient to cover any tax or other governmental charge payable in connection with any such registration, transfer or exchange. This Refunding Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit until the certificate of authentication hereon has been duly executed by the Bond Registrar, as authenticating agent. It is hereby certified, recited and declared that all things, conditions and acts required to exist, happen and be performed precedent to and in connection with the issuance of this Refunding Bond and the other Refunding Bonds of this series, existed, have happened and have been performed in due time, form and manner as required by the Constitution and Statutes of the State of Michigan, and that the total indebtedness of the County, including this series of Refunding Bonds, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, State of Michigan by its Board of Commissioners has caused this Bond to be executed in its name with the facsimile signatures of its Chairperson of the Board of Commissioners and its Clerk and has caused a facsimile of its seal to be affixed hereto, and has caused this Refunding Bond to be authenticated by the Bond Registrar, as the County's authenticating agent, all as of the Date of Issuance set forth above. COUNTY OF OAKLAND By: Chairperson of the Board of Commissioners [SEAL] 3 By: Clerk DATE OF AUTHENTICATION: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This RefundingBond is one of the series of Refunding Bonds designated "County of Oakland Retirees Health Care Refunding Bonds, Series 20 (General Obligation Limited Tax).." , Michigan as Bond Registrar and Authenticating Agent By: Authorized Representative CERTIFICATE The above is a true copy of the legal opinion of Axe & Ecklund, P.C., a true copy of which was delivered on the date of delivery of the Refunding Bonds to which it relates. BY: Clerk ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto this Refunding Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer this Refunding Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature: Notice: The signature(s) to this assignment must correspond with the name as it appears upon the face of this Refunding Bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. The transfer agent will not effect transfer of this Refunding Bond unless the information concerning the transferee requested below is provided: 4 Name and Address: (Include information for all joint owners if bond is held by joint account) PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF TRANSFEREE (Insert number for first named transferee if held by joint account) las.r2-oak248 5 EXHIBIT B [FORM OF NOTICE OF SALE] COUNTY OF OAKLAND, STATE OF MICHIGAN COUNTY OF OAKLAND RETIREES HEALTH CARE REFUNDING BONDS, SERIES 2013 (GENERAL OBLIGATION LIMITED TAX) SEALED OR ELECTRONIC BIDS: Sealed written bids for the purchase of the Refunding Bonds described herein (the "Refunding Bonds") will be received on behalf of the County of Oakland (the "County") by an agent of the undersigned, at the office of the County Michigan on r until .m., Eastern Time, at which time and place the bids will be publicly opened and read. In the alternative, sealed written bids will also be received on the same date and until the same time by an agent of the undersigned at the Municipal Advisory Council of Michigan, Buhl Building, 535 Griswold, Suite 1850, Detroit, Michigan 48226, where they will be publicly opened simultaneously. Bids received at Pontiac, Michigan will be read first followed by bids received at the alternate location. Bidders may choose either location to present bids and good faith checks, but not both locations. Any bidder may submit a bid in person to either bidding location. However, no bidder is authorized to submit a FAX bid to Pontiac, Michigan. Also in the alternative, electronic bids will also be received on the same date and until the same time by an agent of the undersigned Bidcomp/Parity. Further information about Bidcomp/Parity, including any fee charged, may be obtained from Bidcomp/Parity, Eric Washington, 1359 Broadway, 2'd floor, New York, New York, 10018, (212) 849-5021. If any provision of this Notice of Sale shall conflict with information provided by Bidcomp/Parity as the approved provider of electronic bidding services, this Notice of Sale shall control. The Refunding Bonds will be awarded or all bids will be rejected by the County Treasurer and the County Executive at a proceeding to be held within twenty-four hours of the sale. BOND DETAILS: The Refunding Bonds will be fully registered Refunding Bonds, both as to principal and interest, in any one or more denominations of $5,000 or a multiple of $5,000, not exceeding the aggregate principal amount for each maturity, dated 1, , numbered from 1 upwards and will bear 1 interest from their date of issuance payable on 1, and semiannually thereafter on each 1 and 1 until maturity. The Refunding Bonds will mature on 1 of each year as follows: YEAR PRINCIPAL YEAR PRINCIPAL PRIOR REDEMPTION: [The Refunding Bonds shall be subject to redemption prior to maturity upon such terms and conditions as shall be determined by the County Executive at the time of sale.] INTEREST RATE AND PROPOSING DETAILS: The Refunding Bonds shall bear interest at a rate or rates not exceeding % per annum, to be fixed by the proposals therefor, expressed in multiples of 1/8 or 1/20 of 1%, or both. The interest on any one bond shall be at one rate only. All Refunding Bonds maturing in any one year must carry the same interest rate. THE INTEREST RATE BORNE BY REFUNDING BONDS MATURING IN ANY YEAR SHALL NOT BE AT A RATE LOWER THAN THE RATE BORNE BY REFUNDING BONDS MATURING IN ANY PRECEDING YEAR. No proposal for the purchase of less than all of the Refunding Bonds, at a price less than % of their par value or at an interest rate or rates that will result in a net interest cost of more than % per annum, will be considered. TERM BOND OPTION: Refunding Bonds maturing in the years - , inclusive, are eligible for designation by the original purchaser at the time of sale as serial Refunding Bonds or term Refunding Bonds, or both. There may be more than one term bond maturity. However, principal maturities designated as term Refunding Bonds shall be subject to mandatory redemption, in part, by lot, at par and accrued interest on 1st of the year in which the Refunding Bonds are presently scheduled to mature. Each maturity of term Refunding Bonds and serial Refunding Bonds must carry the same interest rate. Any such designation must be made at the time the proposals are submitted. BOOK-ENTRY-ONLY: The Refunding Bonds will be issued in book- entry-nnly fnrm nnr, hnnr] rer maturit.T a nd will be registered in the name of Cede & Co., as nominee for The Depository Trust Company,("DTC"), New York, New York. DTC will act as securities depository for the Refunding Bonds. Purchase of the Refunding Bonds will be made in book-entry-only form, in the denomination of $5,000 or any multiple thereof. Purchasers will not receive certificates representing their interest in Refunding Bonds purchased. The book-entry-only system is described further in the nearly final official statement for the Refunding Bonds. 2 Row REGISTRAR, wAvTNa AGENT AND DATE mvornnim. PVC° has been selected as bond registrar and paying agent (the "Bond Registrar") for the Refunding Bonds. The Bond Registrar will keep records of the registered holders of the Refunding Bonds, serve as transfer agent for the Refunding Bonds, authenticate the original and any re-issued Refunding Bonds and pay interest by check or draft mailed to the registered holders of the Refunding Bonds as shown on the registration books of the County kept by the Bond Registrar on the applicable date of record. The date of record for each interest payment shall be the 15th day of the month before such payment is due. The principal of and redemption premium, if any, on the Refunding Bonds will be paid when due upon presentation and surrender thereof to the Bond Registrar. As long as DTC, or its nominee Cede & Co., is the registered owner of the Refunding Bonds, payments will be made directly to such registered owner. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners of the Refunding Bonds is the responsibility of DTC participants and indirect participants as described in the nearly final official statement for the Refunding Bonds. The County may from time to time as required designate a successor bond registrar and paying agent. PURPOSE AND SECURITY: The Refunding Bonds are to be issued pursuant to Section 518 of Act No, 34, Public Acts of Michigan, 2001, as amended (the "Act"), for the purpose of (the "Refunding ° Project"). The County agrees to pledge for the repayment of the Refunding Bonds sufficient amounts of County taxes levied each year provided that the amount of taxes necessary to pay the principal of and interest on the Refunding Bonds, together with the other taxes levied for the same year, shall not exceed the limit authorized by law and the Michigan Constitution. In addition, the Refunding Bonds shall be secured by the General Fund of the County and shall be known as "General Obligation Limited Tax." GOOD FAITH CHECK: A certified or cashier's check drawn upon an incorporated bank or trust company or a wire transfer in an amount equal to 2% ($ ) of the face amount of the Refunding Bonds, and payable to the order of the County Treasurer will be required of the successful proposer as a guarantee of good faith on the part of the proposer, to be forfeited as liquidated damages if such proposal be accepted and the proposer fails to take up and pay for the Refunding Bonds. If a check is used, it must accompany each proposal. If a wire transfer is used, the successful proposer is required to wire the good faith deposit not later than Noon, prevailing Eastern Time, on the next business day following the sale using the wire instructions provided by . The good faith deposit will be applied to the purchase price of the 3 Refunding Bonds. No interest shall be allowed on the good faith checks, and checks of each unsuccessful proposer will be promptly returned to such proposers representative or by registered mail. The good faith check of the successful proposer will be cashed immediately, in which event, payment of the balance of the purchase price of the Refunding Bonds shall be made at the closing. AWARD OF THE REFUNDING BONDS - TRUE INTEREST COST: The Refunding Bonds will be awarded to the bidder whose bid produces the lowest true interest cost determined in the following manner: the lowest true interest cost will be the single interest rate (compounded on 1, and semi-annually thereafter) necessary to discount the debt service payments from their respective payment dates to 1, in an amount equal to the price bid, excluding accrued interest. Each bidder shall state in its bid the true interest cost to the County, computed in the manner specified above. LEGAL OPINION: Proposals shall be conditioned upon the approving opinion of Axe & Ecklund, P.C., Grosse Pointe Farms, Michigan (the "Bond Counsel"), a copy of which will be printed on the reverse side of each bond and the original of which will be furnished without expense to the Purchaser of the Refunding Bonds at the delivery thereof. The fees of Bond Counsel for its services in connection with such approving opinion are expected to be paid from bond proceeds. Except to the extent necessary to issue such opinion and as described in the official statement, Bond Counsel has not been requested to examine or review, and has not examined or reviewed, any financial documents, statements or other materials that have been or may be furnished in connection with the authorization, marketing or issuance of the Refunding Bonds and, therefore, has not expressed and will not express an opinion with respect to the accuracy or completeness of the official statement or any such financial documents, statements or materials. TAXATION OF REFUNDING BONDS: A. Federal Income Taxes: In the opinion of Bond Counsel, the interest on the Refunding Bonds is includable in gross income of the holders of the Refunding Bonds for federal income tax purposes, as described in the opinion. B. State Taxes: In the opinion of Bond Counsel, interest and income from the Refunding Bonds are exempt from taxation by the State of Michigan or a political subdivision of the State of Michigan. DELIVERY OF REFUNDING BONDS: The County will furnish Refunding Bonds ready for execution at its expense. Refunding Bonds will be delivered without expense to the purchaser. The usual closing documents, including a certificate that no litigation is pending affecting the issuance of the Refunding Bonds, will be 4 delivered at the time of delivery of the Refunding Bonds. If the Refunding Bonds are not tendered for delivery by twelve o'clock noon, Eastern Time, on the 45th day following the date of sale or the first business day thereafter if the 45th day is not a business day, the successful bidder may on that day, or any time thereafter until delivery of the Refunding Bonds, withdraw its bid by serving written notice of cancellation on the undersigned, in which event the County shall promptly return the good faith deposit. Payment for the Refunding Bonds shall be made in Federal Reserve Funds. Accrued interest to the date of delivery of the Refunding Bonds shall be paid by the purchaser at the time of delivery. Unless the purchaser of the Refunding Bonds furnishes the Bond Registrar with a list of names and denominations in which it wishes to have the Refunding Bonds issued at least ten (10) business days before delivery of the Refunding Bonds, the Refunding Bonds will be delivered in the form of one bond for each maturity, registered in the name of the purchaser. UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE: In order to assist proposers in complying with SEC Rule 15c2-12, as amended, the County will covenant to undertake (pursuant to a resolution adopted or to be adopted by its governing body), to provide annual reports and timely notice of certain events for the benefit of beneficial owners of the Refunding Bonds. The details and terms of the undertaking are set forth in a Continuing Disclosure Certificate to be executed and delivered by the County, a form of which is included in the nearly final official statement and in the final official statement. OFFICIAL STATEMENT: Hard Copy A copy of the nearly final official statement (the "Nearly Final Official Statement") may be obtained by contacting at the address listed below. The Nearly Final Official Statement is in a form deemed final as of its date by the County for purposes of SEC Rule 15c2-12(b) (1), but is subject to revision, amendment and completion of a final official statement (the "Final Official Statement"). The successful proposer shall supply to the County within twenty-four hours (24) after the award of the Refunding Bonds, all pricing information and any underwriter identification determined by Bond Counsel to be necessary to complete the Final Official Statement. Internet In addition, the County has authorized the preparation and distribution of a Nearly Final Official Statement containing information relating to the Refunding Bonds via the Internet. The Nearly Final Official Statement can be viewed and downloaded at www.i-dealprospectus.com/PDF.asp?doc= or www.tm3.com . 5 The County will furnish to the propo s er, at no cost, 125 copies of the Final Official Statement within seven (7) business days after the award of the Refunding Bonds. Additional copies will be supplied upon the proposer's agreement to pay the cost incurred by the County for those additional copies. The County shall deliver at closing an executed certificate to the effect that as of the date of delivery the information contained in the Final Official Statement, including revisions, amendments and completions as necessary, relating to the County and the Refunding Bonds is true and correct in all material respects, and that such Final Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make statements therein, in light of the circumstances under which they were made, not misleading. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Refunding Bonds, but neither the failure to print such numbers nor any improperly printed number shall constitute cause for the purchaser to refuse to accept delivery of, or to pay for the Refunding Bonds. All expenses for printing CUSIP numbers on the Refunding Bonds will be paid by the County, except that the CUSIP Service Bureau charge for the assignment of such numbers shall be the responsibility of and paid for by the purchaser. ADDITIONAL INFORMATION: Further information may be obtained from the undersigned at the address specified above or from MUM, riTr.T.IT TO nvor-mrmn mrs niml-mnm ANy evin AFF DTTC 4.6.0 A. '.J JCILL X41.1./.7. ENVELOPES: Envelopes containing the bids should be plainly marked "Bid for County of Oakland Retirees Health Care Refunding Bonds, Series 20 (General Obligation Limited Tax)" , County County of Oakland las.r2-oak2 6 EXHIBIT C AWARD ORDER COUNTY OF OAKLAND RETIREES HEALTH CARE REFUNDING BONDS, SERIES 20 (GENERAL OBLIGATION LIMITED TAX) WHEREAS, on the date of this Order, the bids summarized on EXHIBIT I to the minutes of the proceeding at which this Order was entered (copies of which are attached hereto) for the purchase of the $ 'principal amount County of Oakland Retirees Health Care Refunding Bonds, Series 20 (General Obligation Limited Tax) (the "Refunding Bonds"), to be issued by the County of Oakland (the "County") were received and publicly opened and read; and WHEREAS, the following bid produces the lowest interest cost computed by determining, at the rates specified in such bid, the total dollar value of all interest on the Refunding Bonds from 1, 20 , to maturity and adding thereto any discount. or subtracting therefrom any premium, all as provided in the Notice of Sale: Bidder: True Interest Rate: Premium/ Discount: and the bid submitted by such bidder (the "Purchaser") in all respects conforms to the requirements of the Notice of Sale; and WHEREAS, the sale of the Refunding Bonds was duly authorized and conducted according to law; NOW, THEREFORE, IT IS ORDERED BY THE COUNTY TREASURER AND COUNTY EXECUTIVE ON BEHALF OF THE COUNTY as follows: 1. The action of the officials of the County in fixing this date of sale of the Refunding Bonds, in dating the Refunding Bonds 1, 20 , and in publishing such Notice of Sale as heretofore provided, are hereby ratified and confirmed. 2. The content of the aforementioned Notice of Sale (a copy of which is attached hereto) published in connection with the solicitation of bids for the purchase of the Refunding Bonds, is hereby ratified and confirmed. 3. The bid of to purchase the aggregate principal amount of the Refunding Bonds in the maturities set forth in EXHIBIT I at par, plus accrued interest to the date of delivery, less a discount of $ or plus a premium of $ and bearing interest per annum as shown on EXHIBIT I with a true interest rate •• of which bid produces the lowest true interest cost to the County, is hereby accepted, and all other bids (as set forth on EXHIBIT I) are hereby rejected and the checks of the unsuccessful bidders are ordered to be returned. 4. I hereby confirm the appointment of bond registrar, paying agent and escrow agent for th Bonds and hereby shall issue the Refunding Bonds in with the terms set forth in the Bond Resolution adopted by the Board of Commissioners. as e Refunding accordance previously 5. All resolutions and parts of resolutions, insofar the same may be in conflict herewith, are hereby rescinded. Dated: , 20 County Treasurer, County Executive Both on behalf of the County of Oakland las.r2-oak248 as 2 EXHIBIT I COUNTY OF OAKLAND RETIREES HEALTH CARE REFUNDING BONDS, SERIES 20 (GENERAL OBLIGATION LIMITED TAX) Sale Date: , 20 Good Faith Check: $ Time: : .m., EST Discount: $ Dated: 1, 20 Maximum Interest:' Maturities - Due April 1 96 YEAR AMOUNT YEAR AMOUNT YEAR AMOUNT Bidder: 20 20 20 20 cC 20 20 20 20 20 20 Bond Counsel AXE & ECKLUND, P. C. Grosse Pointe Farms, Michigan cC 96 cC 9.6 20 % Premium/ 20 % Discount: cC 20 20 % True Int Rate: 20 20 96 20 20 20 cC 20 APPENDIX A Refunding Project Description The Refunding Project consists of a plan to refund a long-term contract obligation which was entered into to pre-fund long-term retiree . health care obligations and other post-employment benefits paid on behalf of Oakland County employees who retire from County service and who have the adequate vesting and service benefit level requirements. Public Act No. 329 of the Public Acts of Michigan of 2012, which amends Public Act No. 34 of the Public Acts of Michigan of 2001 enables the County to issue .general obligation bonds for the purpose of 'refunding contract obligations of the County to the 2007 Oakland County Medical Benefits Funding Trust which Trust issued Taxable Certificates of Participation, Series 2007. As a result of Oakland County's AAA bond rating and based on market conditions, the estimated average annual interest rate which will be secured for the outstanding long-term contract obligation is expected to be significantly less than the current interest rate on the County's long term contract obligation to the 2007, Oakland County Medical Benefits Funding Trust and will result in significant savings to the County in the future which are currently estimated to be in excess of $ Cost Estimates Funds to be deposited with an Escrow Agent which will make payments necessary to permit the refunding of the contract Obligations & Financing Costs (Including Bond Discount and Contingency) Maximum amount of Refunding Bonds to be issued: Maximum term of bond issue: 16 years las.r2-oak248 APPENDIX B [SEE ATTACHED 2007 OAKLAND COUNTY INTERMEDIATE TRUST AGREEMENT] APPENDIX C 2012 OAKLAND COUNTY HEALTH CARE BENEFITS PROGRAM The County of Oakland in order to fully fund and establish a reserve to assure that for the period ending September 30, 20 the County will have supplanted and superseded its obligations from the County's General fund to pay for all of the costs of providing Retiree Medical Benefits will do the following: 1. Sometime between April 1, 2013 and January 31, 2014 the County will issue one or more series of Health Care Refunding Bonds the proceeds of which will be used as follows: (a) The County will deposit in its VEBA an amount which with other assets in the VEBA valued within 60 days of deposit will bring the total assets in the VEBA to in excess of 101% of the accrued actuarial liability of the County to the VESA. (b) The County will deposit in the 2007 Oakland County Intermediate Trust an amount which with all of the other assets on deposit in the 2007 Oakland County Intermediate Trust will equal the amount needed to redeem the contract obligations, of the County to the 2007 Oakland County Retirees Medical Benefits Funding Trust (the "Funding Trust") on April 1, 2014. (c) An amount which will be used to pay all of the costs of issuance and other costs incurred by the County in carrying out the 2012 Oakland County Health Care Benefits Program. (d) Once the actions described in subparagraphs (a), (b) and (c) have occurred, the County will give notice to the Trustees of the 2007 Oakland County Intermediate Trust that the purposes of the Trust have been satisfied and thereafter the County will give notice to the Trustees of the Funding Trust of the County's irrevocable election to optionally redeem all of the Taxable Certificates of Participation maturing on and after April 1, 2015 issued by the Funding Trust on July 31, 2007. 2. The County continues to reduce its exposure to future retiree health care expenses through a variety of health plan changes such as: (a) Discontinued retiree health, dental & vision'coverage for new hires and replaced it with Health Savings Accounts that the County contributes $50 per pay period. (b) Raised annual healthcare deductibles from $100/$200 to $200/$400 and raised office visit .co-pays from $10 to $20 per visit. (c) Began allowing retirees to participate in certain Wellness programs and activities. (d) Increased retiree prescription drug co-pays from $5/$10/$25 to $5/$20/$40. (e) Implemented an Emergency Room co-pay to encourage use of physician office or urgent care visits for non- emergency conditions. 2 Changes Affecting the Oakland County Retiree Benefit Package 1) 1984— Discontinued Longevity Pay for new hires. (2% - 10% of annual salary) accumulated savings approximately $55 million (1985-2010) 2) 1985 - New hire vesting schedule for retiree health care increased from 8 yrs for full coverage to 8 yrs/single, 15 yrs/family. Deferred retirement vesting increased to 15 yrs/single, 20 yrs/family coverage. 3) 1985 - Sick days discontinued (13/yr) and replaced with Personal leave days (5/yr) and short term/long term disability insurance (60% of salary). 4) 1987 - Began pre-funding Retiree Healthcare obligation. Health deductible increased from $50 single/$100 family to $100 single/$200 family. Prescription co-pay increased from $2 to $3. Medicare part B premium reimbursement discontinued for employees hired on or after January 1, 1989. Savings in 1988 dollars estimated to be $300,000 annually. 5) 1993 - Early Retirement Incentive offered. 244 employees retired / savings of $3.2 million. 6) 1994 - Defined Benefit Retirement plan closed to new hires, and Defined Contribution plan established for new hires. cumulative savings of $70 million from 1994 to 2010. 7) 1994 Buy-out offer for Deferred Retirees to waive future health care. 78 accepted buy- out. Estimated long term OPEB savings of $19.5 million. 8) 1995 - Retiree health coverage vesting scheduled lengthened for new hires to 15 yrs service for 60% County paid coverage, with 4% added per year of service up to 25 yrs for 100% coverage. 9) 1998 — Buy-out offer for Deferred Retirees to waive future health care. Long teini OPEB savings estimated to be $8 million for 32 employees that took advantage of this offering. 10) 2002/03 - Early Retirement Incentive, 227 employees retired, $7 million annual savings. 11) 2004 - Retiree prescription co-pay increased from $3 flat to $5/10/15. $800,000 annual savin2s on Retirees. 12) 2006 - Discontinued retiree health, dental & vision coverage for new employees hired on or after 1/1/06, and replaced with a Health Savings Account. County contributes $50 per pay period. Vesting schedule is 15 yrs for 60% with 4% per year of service thereafter, with full vesting at 25 yrs of service. Conservative long term savings estimated at $400 million. 13) Jan. 1, 2007 — For retirees and active employees - raised annual healthcare deductible from $10015200 to $200/$400 and raised office visit co-pay from $10 to $20 per visit. Raised drug co-pay for Retirees from 5/510/515 to $5/$10/$25 (to same level as Active employees). Combined annual savings of $984,000. 14) 2007 Buy out offer for Deferred Retirees to waive future health care. Long term OPEB savings estimated to be $4.75 million for 19 employees that took advantage of this offering. 15) 2007 Wellness Program implemented. Over 60% employee participation in Oakfit Wellness Program offerings which include: annual health screenings (Cholesterol, Blood Pressure, Glucose. BMI), health risk assessments, on site weight watchers and exercise classes, monthly lunch and learn topics, etc. Hospitalization costs for lifestyle related 3 illnesses decreased (17%), health screening data shows favorable trends, health care costs stable for the first time in years. 16) July 2007 — Issued $560 million in Certificates of Participation (COPs) in order to fully fund the County's retiree health care obligation. By issuing the taxable certificates and investing the proceeds, the County will save taxpayers approximately $100 million over the next 20 years. 17) March 2008 — discontinued Social Security tax for PTNE's and replaced with tax deferred Retirement Accounts. Annual savings in FICA taxes of $640,000. 18) April 1, 2008 — Switched vendor for prescription coverage for employees and retirees from Blue Cross to Navitus. Same level of benefit, but will save approx. $900,000 per year through rebates and fees. 19) July 1, 2008 — Switched vendor for Medicare A & B Supplemental coverage for retirees age 65 and older from Blue Cross to Aetna. Same level of benefit, but will save aprox. $543,000 per year in admin costs. 20) August 2008 - Retirement Incentive for employees already eligible to retire, 159 employees retired, resulting in department reorganizations and the deletion of 7 positions in 2008 (M&B /HR), 64 positions in FY2009 Budget and 109 with FY2010 budget. (combined ongoing position savings of $10.5 million). 21) July 2009 — Migrate to Navitus drug formulary structure for employees and retirees. Will save approx. $370,000 annually. 22) 2010 - Elimination of Deferred Compensation 457 County match program. (approx. $400,000 annually). 23) Oct. 2009 (FY2010) — Wage reduction of 2.5% for employees. Will save $5.5 million annually. Action also reduces some future DB retiree pension obligations, 24) Oct 2010 (FY2011) - Wage reduction of 1.5%. Will save $3 million annually. Savings eventually impact future pension amounts. 25) Oct 2011 (FY2012) — Wage freeze with 0% increase, while labor market raised an average of 3%. Will save $6 million annually. Savings eventually impact some future pension amounts. 26) Increased prescription drug copay levels from 55/$10/$25 to $5/S20/$40 for all employees and retirees effective 1/1/2013. Will save $600,000 annually. 27) Implemented a $100 emergency room co-pay for non-emergency conditions for all employees and retirees effective 1/1/2013. Projected savings of at least $250,000 annually. Updated by Human Resources Dept. 11/1/2012 C../Summary.ofBenefit.Savings.thru.Jan.2013.doc 4 APPENDIX D ESCROW AGREEMENT COUNTY OF OAKLAND This escrow agreement (the "Agreement"), dated as of , is between the COUNTY OF OAKLAND, Michigan (the "County") and , Michigan, as escrow agent (the "Escrow Agent"). WHEREAS, the County has previously entered into a contact under which it is obligated to make payments of which the principal amounts listed below remain outstanding: Outstanding Principal maturing in the years thru Existing Contract Obligations dated (the "Contract Obligations") (all of such outstanding Contract Obligations hereinafter referred to as the "Contract Obligations") all bearing interest, due as to principal and subject to redemption as more fully described in APPENDIX I to this Agreement. WHEREAS, for the purpose of paying certain amounts into the • Oakland County VEBA Trust in an amount sufficient to fund the VEBA Trust at least 101% of the estimated accrued actuarial liability of the County to the VEBA Trust for the period ending , 20 and an amount to the Oakland County Retiree Medical Benefits Intermediate Trust sufficient to permit the complete retirement on April 1, 2014 of the Contract Obligations owed by the County to the Oakland County Retiree Medical Benefits Funding Trust, the County has, pursuant to a refunding bond resolution adopted on (the "Resolution") authorized the issuance of a series of refunding bonds dated 1, as designated and described in the Resolution and hereafter (the "Refunding Bonds"); and WHEREAS, pursuant to the Refunding Bond Resolution, the Escrow Agent has been appointed by the County for the purpose of assuring the payment of the amounts described in Exhibit A attached hereto to be made on the dates specified in Exhibit A to the parties described therein and the County Executive or his designee has been authorized and directed to execute this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth below, the County and the Escrow Agent agree as follows for the respective equal and proportionate benefit and security of the holders of the Contract Obligations; Section 1. Appointment of Escrow Agent. The Escrow Agent is hereby appointed and agrees to act in such capacity to comply with all requirements of this Agreement, and to be custodian of the escrow fund (the "Escrow Fund"), to perform its duties as custodian of the Escrow Fund created under this Agreement, but only upon and subject to the following express terms and conditions: (a) The Escrow Agent may perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the Standards specified in this Agreement and shall be entitled to advice of counsel concerning all matters of and the duties under this Agreement, and may in all cases pay such reasonable compensation to such counsel and in addition to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the same. The Escrow Agent may act upon the opinion or advice of any counsel. The Escrow Agent shall not be responsible for any loss or damage resulting from any action or non-action taken in good faith in reliance upon such opinion or advice. (b) The Escrow Agent shall not be responsible for any recital in this Agreement, or in the Refunding Bonds or for the validity of the execution by the County of this Agreement or of any supplements to it or instruments of further assurance. The Escrow Agent shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions - or agreements on the part of the County, except as set forth in this Agreement. The Escrow Agent shall be only obligated to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. (c) The Escrow Agent may become the owner of the Refunding Bonds or the Contract Obligations with the same rights which it would have if not Escrow Agent. (d) The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telex, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Escrow Agent pursuant to this Agreement upon the request or consent of any person who at the time of making such request or consent is the owner of any prior bond, shall be conclusive and binding upon all future owners of the same prior bond. 2 (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Escrow Agent shall be entitled to rely upon a certificate of the County signed by (i) the Secretary, or (1.i) any other duly authorized person as sufficient evidence of the facts contained in it, but May secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Escrow Agent may accept a certificate of the Secretary to the effect that a resolution in the form attached to such certificate has been adopted by the County as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Escrow Agent to do things enumerated in this Agreement shall never be construed as a duty. The Escrow Agent shall only be responsible for the performance of the express duties outlined in this Agreement and it shall not be answerable for other than its gross negligence or willful default in the performance of those express duties. (g) At any and all reasonable times the Escrow Agent and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right fully to inspect any and all of the books, papers and records of the County pertaining to the Contract Obligations, and to take such memoranda from and in regard to the same as may be desired. (h) The Escrow Agent shall not be required to give any bond or surety in respect of the execution of the powers contained in or otherwise in respect to this Agreement. (i) Before taking any action under this Agreement (except making investments, collecting investments and making payments to the paying agents with respect to the Contract Obligations) the Escrow Agent may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability except liability which is adjudicated to have resulted from gross negligence or willful default by reason of any action so taken. (j) The Escrow Agent shall be, and hereby is and saved harmless by the County from liabilities, costs and expenses, attorney fees and expenses, which may by it as a result of its acceptance of the Escrow Account or arising from the performance of its duties hereunder, unless such losses, liabilities, costs and expenses shall have been indemnified all losses, including be incurred 3 finally adjudicated to have resulted from the bad faith or gross negligence of the Escrow Agent, and such indemnification shall survive its resignation or removal, or the termination of this Agreement. (k) The Escrow Agent shall, in the event that (i) any dispute shall arise between the parties with respect to the disposition or disbursement of any of the assets held hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement whether because of conflicting demands by the other parties hereto or otherwise, be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to the same. (1) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the parties to this Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other Agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT'S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (m) Any banking association or corporation into which the Escrow Agent may be merged converted or with which the Escrow Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 4 (n) In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, it its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled set aside or vacated. Section 2, Escrow Fund. On the County will irrevocably deposit moneys with the Escrow Agent for the account of the County from the proceeds of the Refunding Bonds ($ ) to establish the Escrow Fund for the Contract Obligations in an amount which together with the income from the escrow assets, shall be held in the Escrow Fund to be maintained by the Escrow Agent and used to pay (i) the interest on the Contract Obligations that become due on 1, and (ii) to redeem on said date all of the outstanding and callable Contract Obligations prior to their scheduled maturity; and to pay the applicable call premiums on the Contract Obligations in accordance with Section 3 hereof. Section 3. Redemption of Contract Obligations. The County will redeem, prior to their scheduled maturity, Contract Obligations as follows: Outstanding Contract Obligations Principal dated (the "Contract Obligations") maturing in the years thru The County by execution of this Escrow Agreement, hereby authorizes the Escrow Agent to make the following payments to parties shown: Section 4. Investments. As directed by the County, moneys deposited in the Escrow Fund shall be immediately invested in direct obligations of the United States of America and/or obligations the principal of, premium (if any) and interest on which , are fully guaranteed by the United States of America described on APPENDIX III ("Investment Securities"), except for ) which will be held in the Escrow Fund as the beginning balance for the Contract Obligations. The Escrow Agent agrees to cause to be purchased United States Government Obligations known as "SLGS" (State and Local Government Series) from the United States Department of Treasury on the date shown in APPENDIX III. The investment income from the Investment Securities in the Escrow Fund shall be credited to the Escrow Fund and shall not be reinvested. The Escrow Agent shall not sell any Investment Securities. All moneys not invested as provided in this Agreement shall be held by the Escrow Agent as a trust deposit. Section 5. Use of Moneys. Except as expressly provided in this Agreement, no paying agents' fees for the payment of principal of, premium (if any) or interest on the Refunding Bonds or the Contract Obligations or other charges may be paid from the escrowed moneys or Investment Securities prior to retirement of all Contract Obligations, and the County agrees that it will pay all such fees from its other legally available funds as such payments become due prior to such retirement. Section 6. Deficiency in Escrow Fund. At such time or times as there shall be insufficient funds on hand in the Escrow Fund for the payment of the principal of, premium (if any) and interest falling due on the Contract Obligations, the Escrow Agent shall promptly notify the County of such deficiency, as provided for under Section 12 below. Section 7. Reports to County. The Escrow Agent shall deliver to the County's Chief Fiscal Officer a semi-annual statement reflecting each transaction relating to the Escrow Fund; and on or before the first day of February of each year shall deliver to the County a list of assets of the Escrow Fund as of December 31 of said year ended and a transaction statement for the Escrow Fund for the year then ended. Section 8. Fees of Escrow Agent. The Escrow Agent agrees with the County that the charges, fees and expenses of the Escrow Agent throughout the term of this Agreement shall be the total sum of Dollars ($ ) payable on the date of closing, which charges, fees and expenses shall be paid from moneys deposited with the Escrow Agent from bond proceeds. Section 9. Payments from Escrow Fund. The Escrow Agent shall without further authorization or direction from the County, collect the principal of and interest on the Investment Securities promptly as the same shall become due and, to the 6 extent that Investment Securities and moneys are sufficient for such purpose, shall make timely payments out of the Escrow Fund to the proper paying agent or agents or their successors for the Contract Obligations, of moneys sufficient for the payment of the principal of, premium (if any) and interest on such Contract Obligations as the same shall become due and payable, all as set out in APPENDIX IV and APPENDIX V. The payments so forwarded or transferred shall be made in sufficient time to permit the payment of such principal of, premium (if any) and interest by such paying agent or agents without default. The County represents and warrants that the Escrow Fund will be sufficient to make the foregoing and all other payments required under this Agreement. The paying agent for the Contract Obligations is shown in APPENDIX I. When the aggregate total amount required for the payment of principal of, premium (if any) and interest on the Contract Obligations have been paid to the paying agent as provided above, the Escrow Agent shall transfer any moneys or Investment Securities then held under this Agreement for the Contract Obligations to the County, and this Agreement shall cease. Section 10. Interest of Bondholders Not Affected. The Escrow Agent and the County recognize that the holders from time to time of the Contract Obligations have a beneficial and vested interest in the Investment Securities and moneys to be held by the Escrow Agent as provided in this Agreement. It is therefore recited, understood and agreed that this Agreement shall not be subject to revocation or amendment and no moneys on deposit in an Escrow Fund for the Contract Obligations can be used in any manner for another series. Section 11. Escrow Agent Not Obligated. None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own moneys or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights or powers under this Agreement. The Escrow Agent shall be under no liability for interest on any funds or other property received by it under this Agreement, except as expressly provided. Section 12. Payment of Other Amounts. The County agrees that it will promptly and without delay remit to the Escrow Agent such additional sum or sums of money as may be necessary to assure the payment of any Contract Obligations and to fully pay and discharge any obligation or obligations or charges, fees or expenses incurred by the Escrow Agent in carrying out any of the duties, terms or provisions of this Agreement that are in excess of the sums provided for under Sections 4 and 6 above. Section 13. Segregation of Funds. The Escrow Agent shall hold the Investment Securities and all moneys received by it from the collection of, principal and interest on the Investment Securities, and all moneys received from the County under this Agreement, in a separate escrow account. Section 14. Resignation of Escrow Agent. The Escrow Agent may resign as such following the giving of thirty (30) days prior written notice to the County. Similarly, the Escrow Agent may be removed and replaced following the giVing . of thirty (30) days prior Written notice to the Escrow Agent by the County. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after the date of such notice (or as of such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the Escrow Fund then in its possession to a successor Escrow Agent as shall be appointed by the County. If the County shall have failed to appoint a successor prior to the expiration of thirty (30) days following the date of the notice of resignation or removal, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief and any such resulting appointment shall be binding upon the County. Upon acknowledgment by any successor Escrow Agent of the receipt of the then remaining balance of the Escrow Fund, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement. Section 15. Benefit. This Agreement shall be for the sole and exclusive benefit of the County, the Escrow Agent and the holders of the Contract Obligations. With the exception of rights expressly conferred in this Agreement, nothing expressed in or to be implied from this Agreement is intended or shall be construed to give to any person other than the parties, set forth above, any legal or equitable right, remedy or claim under or in respect to this Agreement. Section 16. Severability. If any provision of this Agreement shall be held or deemed to be invalid or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions contained in this Agreement or render the same invalid, inoperative or unenforceable to any extent whatsoever. Section 17. Notices. Any notice, request, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed, by registered or certified mail, postage prepaid or sent by facsimile transmission, except reports as required in Section 7 which may be delivered by regular mail, as follows: If to the County: 8 If to the Escrow Agent: The County and the Escrow Agent may designate any further or different addresses to which subsequent notices, requests, communications or other papers shall be sent and shall be required to provide written notification of said address change. Section 18. Costs of Issuance. Simultaneously with the transfer of bond proceeds from the Refunding Bonds establishing the Escrow Fund, sufficient moneys from bond proceeds shall be transferred to the Escrow Agent and used to pay all of the costs of issuance for the Refunding Bonds including, but not limited to, financial costs, consultant fees, counsel fees, printing costs, application fees, bond insurance premiums, rating fees and any other fees or costs incurred in connection with the financing. All such costs shall be authorized by the County Treasurer, any Deputy County Treasurer or the County's Chief Fiscal Officer, under the "Closing Memorandum", and shall be paid on 'Section 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. IN WITNESS WHEREOF, the parties to this Agreement have duly executed it by their duly authorized officers as of the date first above written. COUNTY OF OAKLAND By: Its: By: Its: By: Its: Las.r2-oak248 9 EXHIBIT A Las.r2-oak248 Rate Purchase Investment Date Amount Maturity Investment Type APPENDIX II COUNTY OF OAKLAND Dated as of Investment Securities to be Acquired Pursuant to the Escrow Agreement Uninvested Cash Total Escrow Requirement Las.r2-oak248 APPENDIX III COUNTY OF OAKLAND Dated as of Redemption Schedule Redeemed Redemption. Total Date Principal Interest Principal Premium Debt Service Las.r2-oak248 APPENDIX IV COUNTY OF OAKLAND Dated as of Escrow Cash Flow las.r2-oak248 APPROVE THE FOREGOING RAVIN November 28, 2012 Resolution #12299 Moved by fvliddieton supported by Long the resolution be adopted. Discussion followed. Moved by Gershenson supported by Nash the resolution be amended as follows: Add a line to have the Contract come back to the Board before it's approved. Vote on amendment: AYES: Gershenson, Hatchett, Hoffman, Jackson, McGillivray, Nash, Quarles, Woodward, Zack, Covey, Dwyer. (11) NAYS: Gingell, Gosselin, Long, Matis, Middleton, Nuccio, Potts, River, Runestad, Scott, Taub, Weipert, Bosnic, Crawford. (14) A sufficient majority having not voted in favor, the amendment failed. Discussion followed. Vote on resolution: AYES: Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis, Middleton, Nuccio, Potts, River, Runestad, Scott, Taub, Weipert, Bosnic, Crawford, Dwyer. (18) NAYS: McGillivray, Nash, Quarles, Woodward, Zack, Covey, Gershenson. (7) A sufficient majority having voted in favor, the resolution was adopted, 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 November 28, 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 28 th day of November, 2012. Bill Bullard Jr., Oakland County