HomeMy WebLinkAboutResolutions - 2013.04.17 - 20773MISCELLANEOUS RESOLUTION #13 °78 April 17, 2013
BY: Finance Committee, Thomas Middleton, Chairperson
IN RE: TREASURER'S OFFICE - AUTHORIZATION TO BORROW AGAINST DELINQUENT
2012 REAL PROPERTY TAXES
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, the Board of Commissioners of the County of Oakland (the "County") has heretofore
adopted a resolution establishing the Oakland County Delinquent Tax Revolving Fund (the "Fund")
pursuant to Section 87b of Act No. 206, Public Acts of Michigan, 1893, as amended ("Act 206"); and
WHEREAS, the purpose of the Fund is to allow the Oakland County Treasurer (the "County
Treasurer") to pay from the Fund any or all delinquent real property taxes that are due and payable to the
County and any school district, intermediate school district, community college district, city, township,
special assessment district, the State of Michigan or any other political unit for which delinquent tax
payments are due; and
WHEREAS, it is hereby determined to be necessary for the County to borrow money and issue its
notes for the purposes authorized by Act 206, particularly Sections 87c, 87d and 87g thereof; and
WHEREAS, it is estimated that the total amount of unpaid 2012 delinquent real property taxes
(the "delinquent taxes") outstanding on March 1, 2013, will be approximately $100,000,000, exclusive of
interest, fees and penalties.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County of
Oakland, State of Michigan, as follows:
Authorization of Borrowing
1. Pursuant to and in accordance with the provisions of Act 206, Public Acts of Michigan,
1893, as amended, and especially Sections 87c, 87d and 87g thereof, the County shall borrow the sum of
not to exceed twenty-five million dollars ($25,000,000) and issue its notes (the "notes") therefor for the
purpose of continuing the Fund for the 2012 tax year. The exact amount to be borrowed shall not exceed
the amount of delinquent taxes outstanding on March 1, 2013, exclusive of interest, fees and penalties.
The County Treasurer shall designate the exact amount to be borrowed after the amount of the 2012
delinquent taxes outstanding on March 1, 2013, or the portion of the 2012 delinquent taxes against which
the County shall borrow, has been determined.
Note Details
Pursuant to provisions of applicable law and an order of the County Treasurer, which
order is hereby authorized, the notes may be issued in one or more series; shall be known as "General
Obligation Limited Tax Notes, Series 2013" with a letter designation added thereto if the notes are issued
in more than one series; shall be in fully registered form in denominations not exceeding the aggregate
principal amounts for each maturity of the notes; shall be sold for not less than 98% of the face amount of
the notes; shall bear interest at fixed or variable rates not to exceed the maximum interest rate permitted
by applicable law; shall be dated, payable as to interest and in principal amounts, be subject to
redemption in whole or in part prior to maturity, including any redemption premiums, and be subject to
renewal, at such times and in such amounts, all as shall be designated in the order of the County
Treasurer. Notes or portions of notes called for redemption shall not bear interest after the redemption
date, provided funds are on hand with the note registrar and paying agent to redeem the same. Notice of
redemption shall be given in the manner prescribed by the County Treasurer, including the number of
days' notice of redemption and whether such notice shall be written or published, or both. If any notes of
any series are to bear interest at a variable rate or rates, the County Treasurer is hereby further
authorized to establish by order, and in accordance with law, a means by which interest on such notes
may be set, reset or calculated prior to maturity, provided that such rate or rates shall at no time be in
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Quarles absent.
excess of the maximum interest rate permitted by applicable law. Such rates may be established by
reference to the minimum rate that would be necessary to sell the notes at par; by a formula that is
determined with respect to an index or indices of municipal obligations, reported prices or yields on
obligations of the United States or the prime rate or rates of a bank or banks selected by the County
Treasurer; or by any other method selected by the County Treasurer.
Payment of Principal and Interest
7. The principal of and interest on the notes shall be payable in lawful money of the United
States from such funds and accounts as provided herein. Principal shall be payable upon presentation
and surrender of the notes to the note registrar and paying agent when and as the same shall become
due, whether at maturity or earlier redemption. Interest shall be paid to the owner shown as the
registered owner on the registration books at the close of business on such date prior to the date such
interest payment is due, as is provided in the order of the County Treasurer. Interest on the notes shall
be paid when due by check or draft drawn upon and mailed by the note registrar and paying agent to the
registered owner at the registered address, or by such other method as determined by the County
Treasurer.
Note Registrar and Paying Agent
3. The County Treasurer shall designate, and may enter into an agreement with, a note
registrar and paying agent for each series of notes that shall be the County Treasurer or a bank or trust
company that is qualified to act in such capacity under the laws of the United States of America or the
State of Michigan. The County Treasurer may from time to time designate a similarly qualified successor
note registrar and paying agent. Alternatively, the County Treasurer may serve as note registrar and
paying agent if so designated by written order of the County Treasurer.
Disposition of Note Proceeds
4. The proceeds of the sale of the notes shall be deposited into a separate account in the
Fund and shall be used to continue the Fund. The County Treasurer shall pay therefrom and from
unpledged funds in the Fund, uncommitted funds in the County General Fund and/or any other legally
available funds, if the notes are sold at a discount, the full amount of the delinquent tax roll against which
the County has borrowed, delivered as uncollected by any tax collector in the County and that is
outstanding and unpaid on or after March 1 2013, in accordance with the provisions of Act 206. If the
notes are sold at a premium. the County Treasurer shall determine what portion of the premium, if any,
shall be deposited in the 2013 Collection Account established in Section 6 hereof.
2013 Collection Account
5. There is hereby established as part of the Fund an account (hereby designated the "2013
Collection Account") into which account the County Treasurer shall place delinquent taxes against which
the County has borrowed, and interest thereon, collected on and after March 1,2013, all County property
tax administration fees on such delinquent taxes, after expenses of issuance of the notes have been paid,
any premium as determined pursuant to Section 5 hereof, and any amounts received by the County
Treasurer from the County, the State of Michigan and any taxing unit within the County, because of the
uncollectibility of such delinquent taxes. The foregoing are hereby established as funds pledged to note
repayment. The County Treasurer shall designate the delinquent taxes against which the County shall
borrow for each series of notes.
Note Reserve Fund
6. There is hereby authorized to be established by the County Treasurer a note reserve
fund for the notes (the "2013 Note Reserve Fund") if the County Treasurer deems it to be reasonably
required as a reserve and advisable in selling the notes at public or private sale. The County Treasurer is
authorized to deposit in the 2013 Note Reserve Fund from proceeds of the sale of the notes, unpledged
moneys in the Fund, uncommitted funds in the County General Fund and/or any other legally available
funds, an amount not exceeding ten percent (10%) of the face amount of the notes.
Security for Payment of Notes
7. All of the moneys in the 2013 Collection Account and the 2013 Note Reserve Fund, if
established, and all interest earned thereon, relating to a series of notes are hereby pledged equally and
ratably as to such series to the payment of the principal of and interest on the notes and shall be used
solely for that purpose until such principal and interest have been paid in full. When moneys in the 2013
Note Reserve Fund, if established, are sufficient to pay the outstanding principal of the notes and the
interest accrued thereon such moneys may be used to retire the notes. If more than one series of notes
is issued, the County Treasurer by order shall establish the priority of the funds pledged for payment of
each such series. In such case the County Treasurer may establish sub-accounts in the various funds
and accounts established pursuant to the terms of this resolution as may be necessary or appropriate.
Additional Security
8. Each series of notes, in addition, shall be a general obligation of the County, secured by
its full faith and credit, which shall include the County's limited tax obligation, within applic able
constitutional and statutory limits, and its general funds. The County budget shall provide that if the
pledged delinquent taxes and any other pledged amounts are not collected in sufficient amounts to meet
the payments of principal and interest due on each series of notes, the County, before paying any other
budgeted amounts, will promptly advance from its general funds sufficient moneys to pay that principal
and interest. The County shall not have the power to impose taxes for payment of the notes in excess of
constitutional or statutory limitations. If moneys in the 2013 Collection Account and the 2013 Note
Reserve Fund, if established, are not sufficient to pay the principal of and interest on the notes, when
due, the County shall pay the same in accordance with this section, and may thereafter reimburse itself
from the delinquent taxes collected.
Release of Pledge of 2013 Collection Account
9. Upon the investment of moneys in the 2013 Collection Account in direct non-callable
obligations of the United States of America in amounts and with maturities that are sufficient to pay in full
the principal of and interest on the notes when due, any moneys in the 2013 Collection Account thereafter
remaining may be released from such pledge created pursuant to Section 8 hereof and may be used to
pay any or all delinquent real property taxes that are due the County and any school district, intermediate
school district, community college district, city, township, special assessment district, the State of
Michigan or any other political unit to which delinquent tax payments are due for any year or for any other
purpose permitted by law.
Sale of Notes
10, The County Treasurer is hereby authorized to offer the notes at public or private sale as
determined by order of the County Treasurer and to do all things necessary to effectuate the sale,
delivery, transfer and exchange of the notes in accordance with the provisions of this resolution. Notes of
one series may be offered for sale and sold separately from notes of another series. If the notes are to
be sold publicly, sealed proposals for the purchase of the notes shall be received by the County
Treasurer for such public sale to be held at such time as shall be determined by the County Treasurer
and notice thereof shall be published in accordance with law, once in The Bond Buyer or the Detroit Legal News, both of which are hereby designated as being a publication printed in the English language and
circulated in this State that carries as a part of its regular service, notices of sale of municipal bonds.
Such notice shall be in the form prescribed by the County Treasurer.
The County Treasurer is hereby authorized to cause the preparation of an official statement for
the notes for the purpose of enabling compliance with SEC Rule 15c2-12 (the "Rule") and to do all other
things necessary to enable compliance with the Rule. After the award of the notes, the County will
provide copies of a final official statement (as defined in paragraph (e)(3) of the Rule) on a timely basis
and in reasonable quantity as requested by the successful bidder or bidders to enable such successful
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bidder or bidders to comply with paragraph (b)(4) of the Rule and the rules of the Municipal Securities
Rulemaking Board.
Continuing Disclosure
11. The County Treasurer is hereby authorized to execute and deliver in the name and on
behalf of the County (i) a certificate of the County to comply with the requirements for a continuing
disclosure undertaking of the County pursuant to subsection (b)(5) or (d)(2) of the Rule, as applicable,
and (ii) amendments to such certificate from time to time in accordance with the terms of such certificate
(the certificate and any amendments thereto are collectively referred to herein as the "Continuing
Disclosure Certificate"). The County hereby covenants and agrees that it will comply with and carry out
all of the provisions of the Continuing Disclosure Certificate. The remedies for any failure of the County to
comply with and carry out the provisions of the Continuing Disclosure Certificate shall be as set forth
therein.
Execution and Delivery of Notes
12. The County Treasurer is hereby authorized and directed to execute the notes for the
County by manual or facsimile signature and the County Treasurer shall cause the County seal or a
facsimile thereof to be impressed or imprinted on the notes. Unless the County Treasurer shall specify
otherwise in writing, fully registered notes shall be authenticated by the manual signature of the note
registrar and paying agent. After the notes have been executed and authenticated, if applicable, for
delivery to the original purchaser thereof, the County Treasurer shall deliver the notes to the purchaser or
purchasers thereof upon receipt of the purchase price. Additional notes bearing the manual or facsimile
signature of the County Treasurer and upon which the seal of the County or a facsimile thereof is
impressed or imprinted may be delivered to the note registrar and paying agent for authentication, if
applicable, and delivery in connection with the exchange or transfer of fully registered notes. The note
registrar and paying agent shall indicate on each note that it authenticates the date of its authentication.
The notes shall be delivered with the approving legal opinion of Dickinson Wright PUG. Municipal
Financial Consultants Incorporated, Grosse Pointe Farms, Michigan, is hereby retained to act as financial
consultant and advisor to the County in connection with the sale and delivery of the Notes.
Exchange and Transfer of Fully Registered Notes
13. Any fully registered note, upon surrender thereof to the note registrar and paying agent
with a written instrument of transfer satisfactory to the note registrar and paying agent duly executed by
the registered owner or his or her duly authorized attorney, at the option of the registered owner thereof,
may be exchanged for notes of any other authorized denominations of the same aggregate principal
amount and maturity date and bearing the same rate of interest as the surrendered note.
Each note shall be transferable only upon the books of the County, which shall be kept for that
purpose by the note registrar and paying agent, upon surrender of such note together with a written
instrument of transfer satisfactory to the note registrar and paying agent duly executed by the registered
owner or his or her duly authorized attorney.
Upon the exchange or transfer of any note, the note registrar and paying agent on behalf of the
County shall cancel the surrendered note and shall authenticate, if applicable, and deliver to the
transferee a new note or notes of any authorized denomination of the same aggregate principal amount
and maturity date and bearing the same rate of interest as the surrendered note. If, at the time the note
registrar and paying agent authenticates, if applicable, and delivers a new note pursuant to this section,
payment of interest on the notes is in default, the note registrar and paying agent shall endorse upon the
new note the following: "Payment of interest on this note is in default. The last date to which interest has
been paid is [place date]."
The County and the note registrar and paying agent may deem and treat the person in whose
name any note shall be registered upon the books of the County as the absolute owner of such note,
whether such note shall be overdue or not, for the purpose of receiving payment of the principal of and
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interest on such note and for all other purposes, and all payments made to any such registered owner, or
upon his or her order, in accordance with the provisions of Section 3 hereof shall be valid and effectual to
satisfy and discharge the liability upon such note to the extent of the sum or sums so paid, and neither the
County nor the note registrar and paying agent shall be affected by any notice to the contrary. The
County agrees to indemnify and save the note registrar and paying agent harmless from and against any
and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without
negligence hereunder, in so treating such registered owner.
For every exchange or transfer of notes, the County or the note registrar and paying agent may
make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid
with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting
such exchange or transfer as a condition precedent to the exercise of the privilege of making such
exchange or transfer.
The note registrar and paying agent shall not be required to transfer or exchange notes or
portions of notes that have been selected for redemption.
Book Entry System
14. At the option of the County Treasurer and notwithstanding any provisions of this
resolution to the contrary, the County Treasurer is hereby authorized to enter into an agreement with a
custodian or trustee for the purpose of establishing a "book entry" system for registration of notes to be
fully registered. Pursuant to the provisions of such agreement, the notes may be registered in the name
of the custodian or trustee for the benefit of other persons or entities. Such agreement shall provide for
the keeping of accurate records and prompt transfer of funds by the custodian or trustee on behalf of
such persons or entities. The agreement may provide for the issuance by the custodian or trustee of
certificates evidencing beneficial ownership of the notes by such persons or entities. For the purpose of
payment of the principal of and interest on the notes, the County may deem payment of such principal
and interest, whether overdue or not, to the custodian or trustee as payment to the absolute owner of
such note. Pursuant to provisions of such agreement, the book entry system for the notes may be used
for registration of all or a portion of the notes and such system may be discontinued at any time by the
County. The note registrar and paying agent for the notes may act as custodian or trustee for such
purposes.
Issuance Expenses
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13. Expenses incurred in connection with the issuance of the notes, including without
limitation any premiums for any insurance obtained for the notes, note rating agency fees, travel and
printing expenses, fees for agreements for lines of credit, letters of credit, commitments to purchase the
notes, remarketing agreements, reimbursement agreements, purchase or sales agreements or
commitments, or agreements to provide security to assure timely payment of the notes, fees for the
setting of interest rates on the notes and bond counsel, financial advisor, paying agent and registrar fees,
all of which are hereby authorized, shall be paid by the County Treasurer from County property tax
administration fees on the delinquent taxes, from any other moneys in the Fund not pledged to the
repayment of notes and general funds of the County that are hereby authorized to be expended for that
purpose.
Replacement of Notes
16. Upon receipt by the County Treasurer of satisfactory evidence that any outstanding note
has been mutilated, destroyed, lost or stolen, and of security or indemnity complying with applicable law
and satisfactory to the County Treasurer, the County Treasurer may execute or authorize the imprinting of
the County Treasurer's facsimile signature thereon and thereupon, and if applicable, a note registrar or
paying agent shall authenticate and the County shall deliver a new note of like tenor as the note
mutilated, destroyed, lost or stolen. Such new note shall be issued and delivered in exchange and
substitution for, and upon surrender and cancellation of, the mutilated note or in lieu of and in substitution
for the note so destroyed, lost or stolen in compliance with applicable law. For the replacement of
authenticated notes, the note registrar and paying agent shall, for each new note authenticated and
delivered as provided above, require the payment of expenses, including counsel fees, which may be
incurred by the note registrar and paying agent and the County in the premises. Any note issued under
the provisions of this Section in lieu of any note alleged to be destroyed, lost or stolen shall be on an
equal basis with the note in substitution for which such note was issued.
Chargebacks
For any principal payment date of the notes on or after January 1, 2016, the delinquent taxes on
property foreclosed and sold pursuant to the provisions of Act 206 and against which the County has
borrowed shall, if necessary to ensure full and timely payment of principal of and interest on the notes
when due, be charged back to the taxing jurisdictions in such manner as determined by the County
Treasurer. The proceeds of such chargebacks shall be deposited in the 2013 Collection Account as
security for payment of the notes as described in Section 8 hereof. The provisions of this section shall
not limit the authority of the County Treasurer under the laws of the State of Michigan to charge back
delinquent taxes under other circumstances or at other times.
Purchase of Notes by County
17. All or any portion of the notes may be purchased or otherwise acquired by the County if
the County Treasurer by order deems such purchase or acquisition to be in the best interest of the
County. In such case, the County Treasurer is authorized to take such actions to effectuate the purchase
or acquisition, including without limitation entering into an agreement to purchase or repurchase the
notes. The purchase or other acquisition of notes by or on behalf of the County does not cancel,
extinguish or otherwise affect the notes and the notes shall be treated as outstanding notes for all
purposes of this resolution until paid in full.
Issuance of Refunding Notes
18. The County shall refund all or part of the notes authorized hereunder and/or notes
previously issued by the County to continue the Fund for prior tax years if and as authorized by order of
the County Treasurer through the issuance of refunding notes (the "Refunding Notes") in an amount to be
determined by order of the County Treasurer. Proceeds of the Refunding Notes may be used to redeem
such notes and to pay issuance expenses of the Refunding Notes as authorized and described in Section
16 hereof. The County Treasurer shall have all the authority with respect to the Refunding Notes as is
granted to the County Treasurer with respect to the notes by the other Sections hereof, including the
authority to select a note registrar and paying agent, to apply to the Michigan Department of Treasury for
approval to issue the Refunding Notes, if necessary, to cause the preparation of an official statement and
to do all other things necessary to sell, execute and deliver the Refunding Notes. The Refunding Notes
shall contain the provisions, shall be payable as to principal and interest and shall be secured as set forth
herein and as further ordered by the County Treasurer. The Refunding Notes may be sold as a separate
issue or may be combined in a single issue with other obligations of the County issued pursuant to the
provisions of Act 206 as shall be determined by the County Treasurer. The County Treasurer is
authorized to prescribe the form of Refunding Note and the form of notice of sale, if any, for the sale of
Refunding Notes.
Form of Notes
The notes shall be in the form approved by the County Treasurer, which approval shall
be evidenced by the County Treasurer's execution thereof.
Chairperson, on behalf of the Finance Committee, I move„,adoption of the foregoing resolution.
f
FINANCE COMMITTEE
Resolution #13078 April 17, 2013
Moved by Dwyer supported by Jackson the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Gershenson, Gingell, Gosselin, Hoffman, Jackson, Long, Matis, McGillivray,
Middleton, Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic,
Crawford. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF KCHIr= AN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 April 17, 2013,
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 17 th day of April, 2013.
Xf/go./
Lisa Brown, Oakland County