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HomeMy WebLinkAboutResolutions - 2013.06.13 - 20851MISCELLANEOUS RESOLUTION V13147 June 13, 2013 BY: Finance Committee, Tom Middleton, Chairperson IN RE: AMENDMENT TO 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 of the Refunding Bond Resolution referred to below (the Refunding Project"); and WHEREAS, on November 28, 2012 the Board of Commissioners approved a bond resolution (the "Refunding Bond Resolution") authorizing the County to issue refunding bonds in an amount not to exceed $485,000,000; and WHEREAS, the Michigan statutes (MCL 141.2309) require that whenever a local unit of government intends on selling its bonds in a manner other than through a competitive sale, the legislative body 'shall expressly state the method and reasons for choosing a negotiated sale instead of a competitive sale in the resolution or ordinance authorizing the issuance or sale of the municipal security.' FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. 1 WHEREAS, it is necessary to adopt technical amendments to the bond. resolution. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF OAKLAND, MICHIGAN, AS FOLLOWS: A. Paragraphs 17 and 18 of the Refunding Bond Resolution are amended to read as follows: "17. Negotiated Sale of Bonds: (a) Based on the advice of the Financial Advisor, the Board of Commissioners hereby determines to sell the Bonds at a negotiated sale instead of a competitive sale for the reason that a negotiated sale will permit the County to enter the market on short notice at a point in time which appears to be most advantageous, and thereby possibly obtain a lower rate of interest on the Bonds and the most favorable price for purchase of securities to be escrowed for payment of the Contract Obligations to be refunded. (b) The County will sell the bonds to an underwriter at a negotiated sale (after.. receiving proposals from prospective underwriters)to the underwriter designated by an order of the Chairperson of the County Board of Commissioners substantially in the form attached hereto as Appendix E and the Chairperson of the County Board of Commissioners is authorized to make such changes in and complete the blanks in both the Order and the Bond Purchase Agreement which is approved by the Order as may be necessary to complete the transaction. 18. County Covenant with Bondholders: The County hereby - covenants with the bondholders and the state of Michigan that it will not, after the issuance of the Refunding Bonds and while the Refunding Bonds are outstanding, rescind the action which it has already taken to close the Oakland County Employees Retirement System - ERS Pension Plan to new employees." B. Paragraph 20 of the Refunding Bond Resolution is rescinded in its entirety. C. Conflicting Resolutions. All resolutions and parts of resolutions in conflict with the foregoing are hereby rescinded. D. Effective Date. This Resolution shall become effective immediately upon its adoption and the signature of the 2 Oakland County Executive indicating his approval and shall be recorded in the minutes of the County as soon as practicable after adoption. Las.r6-oak248 3 A roll call vote on the foregoing resolution was then taken, and was as follows: YES: NO: ABSTAIN: The resolution was declared adopted. 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 , 2013, 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: , 2013 las.r6-oak248 4 APPENDIX E FORM OF BOARD OF COMMISSIONERS ORDER TO PERMIT CHAIRPERSON OF THE COUNTY BOARD OF COMMISSIONERS TO SIGN THE BOND PURCHASE AGREEMENT Pursuant to paragraph 17(b) of the Refunding Bond Resolution, as amended, in connection with the County of Oakland Retirees Health Care Refunding Bonds, 2013: Pursuant to MR # as adopted on , I as Chairperson of the Board of Commissioners of the County of Oakland have been authorized by the Board of Commissioners to execute a Bond Purchase Agreement substantially in the with the captioned bonds. form attached hereto to purchase $ as Appendix I of In witness whereof, I have executed this Order as of , 2013. Michael J. Cingell, Chairperson Oakland County Board of Commissioners las.r6-oak248 1 APPENDIX I COUNTY OF OAKLAND STATE OF MICHIGAN County of Oakland Retirees Health Care Refunding Bonds, Series 2013 (General Obligation Limited Tax) BOND PURCHASE AGREEMENT Oakland County 2100 Pontiac Lake Road Waterford, Michigan 48328 Dear The undersigned (the "Underwriter"), offers to enter into this Bond Purchase Agreement (the "Agreement") with the County of Oakland (the "County") which, upon the acceptance of this offer by the County acting pursuant to statutory authority of Act 34 of the Public Acts of Michigan, 2001, as amended, (the "Act") will be binding upon the County and the Underwriter. This offer is made subject to written acceptance of this Agreement by the County at or before : .m., Michigan time, , 2013, and if not so accepted will be subject to withdrawal by the Underwriter upon notice delivered to the County at any time prior to the acceptance by the County. 1. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth in this Agreement, the Underwriter agrees to purchase from the County and the County agrees to sell to the Underwriter all (but not less than all) of the County's County of Oakland Retirees Health Care Refunding Bonds, Series 2013(General Obligation Limited Tax) (the "Bonds"). The Underwriter intends to make an initial bona fide public offering of all of the Bonds at not in excess of the public offering prices for such bonds set forth on the front cover of the official statement, dated the date of this Agreement (such official statement, together with the cover pages, and all exhibits, appendices and statements included in it or attached to it being called the "Official Statement") and may subsequently change such offering prices without any requirement of prior notice. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated on the inside front cover of the Official Statement. The Underwriter agrees to furnish to the County an issue price and yield certificate which will contain certifications necessary to determine the issue price and yield on the Bonds. In the event that the Underwriter fails (other than for reasons permitted in this Agreement) to accept delivery of and pay for all the Bonds at the Closing (as defined below), the parties to this Agreement acknowledge that the damages that the County may suffer as a result of such failure shall be difficult to ascertain, and as a result, the parties agree that as liquidated damages, and not as a penalty, for the Underwriter's failure, the Underwriter shall pay to the County a sum equal to one percent (2%) of the principal amount of the Bonds. Payment of such liquidated damages to the County and acceptance by the County shall constitute a full release and discharge of all claims and damages for such failure of the Underwriter. 2. The Bonds shall otherwise be as described in resolutions adopted by the Board of Commissioners of the County of Oakland on November 28, 2012 and as amended on 2013 (the "Resolutions"), and (b) the Official Statement, and shall be payable in lawful money of the United States as also described in this Agreement. The Underwriter has been duly authorized to execute this Agreement and has legal capacity to enter into this Agreement and to carry out the transactions contemplated by this Agreement. The aggregate principal amount, the date of the Bonds, the dates of maturity, the principal maturities, the interest rates per annum and the initial public offering prices of the Bonds are set forth in Exhibit A attached to this Agreement and made a part of it. The Bonds shall in all other respects be the same Bonds as are described in the Official Statement. 3. At the time of the County's acceptance of this Agreement, the County shall deliver to the Underwriter two (2) executed copies of the Official Statement, signed on behalf of the County by its authorized officer. The County has authorized the execution of the Official Statement and the use of such Official Statement by the Underwriter in connection with the public offering of the Bonds. The County has consented to the use in accordance with law by the Underwriter on or before the date of this Agreement of the preliminary official statement with respect to the Bonds (such preliminary official statement, together with the cover page, and all exhibits, appendices and statements included in it or attached to it being called the "Preliminary Official Statement") in connection with the public sale of the Bonds. The County deems the information set forth in the Preliminary Official Statement, as supplemented by a copy of the pricing information supplied by the Underwriter to the County, to be final as of its date, as provided in Rule 15c2-12 of' the Securities and Exchange Commission ("Rule 15c2-12") except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The County has prepared a Continuing Disclosure Undertaking, to be dated on or before the date of the Closing (the "Undertaking"), to 2 provide or cause to be provided, certain annual financial information and operating data, and timely notice of the occurrence of certain material events with respect to the Bonds. 4. The County agrees to supply, within the earlier of (i) seven (7) business days of the date of acceptance of this Agreement or (ii) sufficient time to accompany any confirmation requesting payment which the Underwriter might send to its customers with respect to the Bonds (which in any event shall be a time reasonably acceptable to both the Underwriter and the County), such number of copies of the Official Statement as to which the Underwriter will inform the County prior to the printing of such Official Statement and will not exceed 100 copies. The County agrees to deliver to the Underwriter an electronic copy of the Official Statement in a tomi that permits the Underwriter to satisfy its obligations under the rules and regulations of the MSRB and the SEC no later than two (2) business days prior to the Closing Date. 5. The County agrees that it will provide the Underwriter with information of which it has knowledge from any source concerning the occurrence of any event affecting the County that impacts the accuracy and completeness of key representations contained in the Official Statement until the earlier of (a) ninety (90) days from the end of the underwriting period, as defined below, or (b) the time when the Official Statement is available to any person through the Municipal Securities Rulemaking Board (the "MSRB") EMMA system, but in no case less than twenty-five (25) 'days following the end of the underwriting period, as defined below. The County further agrees that it will cooperate with the Underwriter to the extent permitted by applicable law, in amending the Official Statement if any of such information, in the reasonable opinions of the Underwriter and the County, requires that the Official Statement be amended in fulfillment of the Underwriter's responsibilities pursuant to Rule 15c2-12. Except as provided below, the expense of preparation (including without limitation the fees and expenses of legal counsel, financial advisors and other experts employed by the County) of each such amendment or supplement and the expense of printing and delivery of the first 100 copies of an amendment or supplement to the Official Statement shall be paid by the County. The costs of printing and delivery in excess of 100 copies of the amendment or supplement to the Official Statement shall be paid by the Underwriter. The Underwriter agrees to amend or supplement the Official Statement at its own expense in the event that any information provided by the Underwriter for inclusion in the Official Statement is materially inaccurate or incomplete. The term "end of the underwriting period" as referred to in the preceding paragraph and elsewhere in this Agreement, is the later of the delivery of the Bonds by the County to the Underwriter or when the Underwriter no longer retains an unsold balance of the Bonds for sale to the public, as the case may be. The "end of the underwriting period" shall be deemed to be thirty (30) days after the date of the Closing, unless the Underwriter otherwise notifies the County in writing prior to such date, to the best of its knowledge, that there exists an unsold balance of the Bonds and at that time furnishes the County with a ,report detailing Bonds the Underwriter retains, in which case the "end of the underwriting period" shall he deemed to be extended for thirty (30) days. The deemed "end of the underwriting period" may be extended for additional periods of thirty (30) days each upon receipt of an additional written notification and report from the Underwriter that, to the best of its knowledge, there exists an unsold balance of the Bonds. 3 The Underwriter agrees to file the Official Statement with the MSRB's EMMA system on or before the date of the Closing. 6. The County represents and warrants to, and agrees with, the Underwriter, as of the date of its acceptance of this Bond Purchase Agreement and as of the date and time of the Closing, as follows: (a) The County has, and at the time of the Closing will have, full legal right, power and authority (i) to enter into this Agreement, and (ii) to sell and deliver the Bonds to the Underwriter as provided in this Agreement, in the Resolution and in the Official Statement, and the County has, and at the time of the Closing will have, duly authorized and approved the execution and delivery of, and performance by the County of its obligations contained in this Agreement; (b) No further authorization or approval by the County's Board of Commissioners (the "Board of Commissioners") is required for the execution and delivery of this Agreement on behalf of the County and this Agreement, assuming due authorization, execution and delivery of the Agreement by the Underwriter, constitutes a legal, valid and binding obligation of the County, enforceable against the County in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting the rights of creditors generally, and by principles of equity, including those related to equitable subordination, if equitable remedies are sought or if equitable defenses (based solely on facts which the County neither knew nor should have known at the time of execution of this Agreement) are raised; and, except as may be required under blue sky or securities laws of any state (as to which no representation or warranty is given), the County is not required to obtain any further authorization or approval for the sale and delivery of the Bonds to the Underwriter or the performance by the County of its obligations under the Undertaking, or under this Agreement except such authorizations or .approvals as shall have been obtained at or prior to the Closing, and copies of which will be delivered to the Underwriter at the Closing; (c) No further authorization or approval is required for the execution and delivery of the Undertaking by the County; (d) The Resolution has been duly adopted by the County, acting through its Board of Commissioners, has not been modified, amended or rescinded and will be in full force and effect at the time of the Closing and will be a valid, legally binding act of the County, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting the rights of creditors generally, and by principles of equity, including those related to equitable subordination if equitable remedies are sought or if equitable defenses (based solely on facts which the County neither knew nor should have known at the time of execution of this Agreement) are raised; 4 (e) The County, acting through the Board of Commissioners, has duly approved the Preliminary Official Statement and has duly authorized and approved the execution and delivery of the Official Statement as provided in Paragraph 3 of this Agreement; (0 When delivered to the Underwriter and paid for in accordance with the terms of this Agreement, the Bonds (i) will have been duly authorized, executed and issued by the County pursuant to the Resolution, and (ii) will constitute valid, legally binding, full faith and credit limited tax general obligations of the County. The County has the obligation to levy ad valorem taxes annually on all taxable property in the County to provide for the payment of the principal of and interest on the Bonds; any such tax levies, however, must be subject to existing statutory and constitutional tax limitations; (g) No consent or approval of, or registration with or declaration of, any federal, State or other governmental commission, board, regulatory body or instrumentality, is or was required in connection with any of the actions of the County described in subparagraphs (a), (b), (c), (d), (e) or (f) of this Paragraph 6 or the delivery of the Bonds to the Underwriter, except for the filing of IRS Form 8038-G for the Bonds (and the County agrees to make such filings promptly after the Closing), and except as may be required under blue sky or securities laws of any state (as to which no representation or warranty is given), nor is any election or referendum of voters required in connection with any such actions; (h) All legislation necessary to permit the County (i) to fulfill in all material respects its obligations under the Resolution, the Bonds, the Undertaking, and this Agreement, and (ii) to carry out the transactions contemplated in the Resolution, the Undertaking, this Agreement and the Official Statement, is in full force and effect; (i) The execution and delivery of the Official Statement, the Undertaking, and this Agreement by the County, and the fulfillment of the terms and conditions of, and the carrying out of the transactions contemplated by, the Resolution, the Undertaking, and this Agreement, do not and will not conflict with, or constitute on the part of the County a breach of or a default under, any existing law (including, without limitation, the constitution of the State), any court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the County is subject or by which it is bound and which breach or default would materially affect the validity or binding effect of any of the Bonds or the ability of the County to pay the principal of and the interest on any of the Bonds; The Preliminary Official Statement (other than the section entitled "THE BONDS-Book-Entry-Only System," as to which no warranty or representation is made), as of its date, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make such document, or the statements and information contained in it, in light of the circumstances under which they were made, not misleading; (k) The Official Statement (other than the section entitled "THE BONDS- Book-Entry-Only System," as to which no warranty or representation is made) does not, as of its date or will not as of the Closing, contain any untrue statement of a material fact or omit to state any material fact necessary to make such document, or the statements and information contained in it, in light of the circumstances under which it was made, not misleading; (1) The Bonds will conform to the terms set forth in the Resolution and described in the Official Statement; and the proceeds of the Bonds along with other funds of the County will be applied as described under the caption "ESTIMATED SOURCES AND USES OF FUNDS" in the Official Statement; (m) Except as may have been disclosed in writing to the Underwriter before the date of this Agreement or as may be disclosed in the Official Statement, the County has not been served with any litigation (and to the knowledge of the County no litigation has been commenced or is threatened) against the County, in any court (i) to restrain or enjoin the sale or delivery of the Bonds, or (ii) in any manner questioning the authority of the County to issue, or the issuance or validity of, any of the Bonds or any other indebtedness of the County, or (iii) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the issuance of any of the Bonds, or (iv) questioning any of the legislation referred to in subparagraph (h) of this Paragraph 6, or (v) questioning the validity or enforceability of the Resolution, (vi) the County's general obligation limited tax pledge securing the Bonds, or (vii) contesting in any way the completeness, accuracy or fairness of the Preliminary Official Statement or the Official Statement, or (viii) which might in any material respect adversely affect the transactions contemplated in this Agreement and in the Official Statement; and no right of any member of the Board of Commissioners to his or her office is being contested; (n) Any certificate or copy of any certificate signed by an official of the County and delivered to the Underwriter pursuant to this AD -cement or in connection with this Agreement shall be deemed a representation by the County to the Underwriter as to the truth of the statements made; (0) Prior to the time of the Closing, the County will not, without the prior written consent of the Underwriter, offer or issue pursuant to the Resolution any bonds, notes or other obligations for borrowed money, except as described in or contemplated by the Official Statement; (P) The County is lot, and historically has not been, in default in the payment of principal of, or premium, if any, or interest on any bonds, notes or contract payments -pledged for the payment of notes or bonds; (q) The County will without any cost to the County cooperate with Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter shall designate, provided that the County is not required to qualify as a.foreign corporation or to consent to any general or special service of process in any jurisdiction; (r) During the past five years, the County has complied in all material respect with all continuing disclosure agreements to which it is a party in accordance with SEC Rule 15c2-12. 6 It is acknowledged and agreed by the parties hereto that all covenants, representations and warranties made by the County herein and in any certificate given in compliance herewith, are made solely by the County and not by any individual executing this Agreement or any certificate, in his or her own capacity, and no liability shall be imposed, directly or indirectly, on any such individual. 7. (a) By _.m., New York Time, on , 2013, or such other time and date as shall be mutually agreed upon by the County and the Underwriter (the "Closing"), the County shall direct U.S. Bank National Association, as paying agent (the "Paying Agent"). to execute the Closing utilizing the FAST System for delivery of the Bonds to the Underwriter at the offices of The Depository Trust Company, New York, New York, in definitive form, duly executed and authenticated by the Paying Agent. Subject to the terms and conditions hereof, the County shall deliver at the other documents and instruments to be delivered at the Closing pursuant to this Agreement (the "Closing Documents") and the Underwriter shall accept delivery of the Bonds and the Closing Documents and pay the purchase price for the Bonds as set forth in Exhibit A to this Agreement by wire transfer to the County, or as the County shall direct. The Bonds shall be registered in the name of Cede & Co. as nominee for The Depository Trust Company ("DTC") and there shall be one typewritten Series 2013 Refunding Bond for each maturity as set forth in Exhibit A. The aforementioned bonds shall be made available for inspection by the Underwriter not less than 24 hours preceding the Closing; (b) If the County shall be unable to satisfy the conditions of the obligations of the Underwriter to accept delivery of and to pay for the Bonds contained in this Agreement, the respective obligations of the County and the Underwriter shall be as set forth in Paragraph 9 of this Agreement. 7 8. The Underwriter has entered into this Agreement in reliance upon the representations and warranties and agreements of the County contained in this Agreement, and upon the representations and warranties of the County to be contained in the Closing Documents, and upon the performance by the County of its obligations under this Agreement, both as of the date of this Agreement and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject to the performance by the County of its obligations to be performed under this Agreement, at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the County contained in this Agreement shall be true, complete and correct in all material respects at the date of this Agreement and as of the time of the Closing, as if made at and as of the time of the Closing, and the County shall be in compliance with each of the agreements made by it in this Agreement; (b) At the time of the Closing, the Official Statement shall not have been amended, modified or supplemented, except in such manner as may have been agreed to by the Underwriter; (c) The Underwriter shall have the right in its sole discretion (except where otherwise indicated below) to terminate its obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds, by notifying the County of its election to do so, if after the acceptance of this Agreement by the County and prior to the Closing: the market price of the Bonds or the marketability of such Bonds shall (in the reasonable opinion of the Underwriter and an Authorized Officer of the County, which opinion shall not be unreasonably withheld) have been materially adversely affected by reason of the fact that between the date of this Agreement and the Closing, (A) an amendment to the constitution of the United States or to the constitution of the State, shall have been adopted, or (B) legislation shall have been enacted by the Congress or by the Legislature of the State, recommended to the Congress for passage by the President of the United States or the Legislature of the State by the Governor of the State, or introduced and favorably reported for passage to either House of the Congress or of the Legislature of the State by any Committee of such House to which such legislation has been referred for consideration or by a conference committee of both Houses of the Congress; or any statement or report in respect of legislation previously introduced or favorably reported or recommended for passage shall have been made or reported to have been made by the President, any member of the Cabinet or his representative, or any agency of the Federal government, including without limitation the Internal Revenue Service, or any member or members of either House of the Congress or the members or staff of any Committee of either House of the Congress or a conference committee of both Houses of the Congress, or (ii) there shall have occurred an outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if, in the reasonable judgment of the Underwriter and an Authorized Officer of the County, the market price of the Bonds or the marketability of the Bonds shall be materially adversely affected by such event; or (iii) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by United States or State authorities; or (iv) the purchase of and payment for the Bonds by the Underwriter, or the resale of such Bonds by the Underwriter, on the terms and conditions provided in this Agreement, shall be prohibited by any applicable law or governmental regulation or order of any court (other than by reason of the Underwriter' failure to comply with any applicable state blue sky or securities law); or (v) the marketability of the Bonds shall have been materially adversely affected by the occurrence of any event which in the reasonable judgment of the Underwriter and an Authorized Officer of the County, which reasonable judgment shall not be unreasonably withheld, requires or has required an amendment, modification or supplement to the Official Statement. (d) The County shall not have defaulted under any of its covenants, agreements, representations or warranties under the Resolution or this Agreement; (e) At or prior to the Closing, the Underwriter shall have received each of the following documents (the "Closing Documents"): County by its (i) Two (2) copies of the Official Statement, signed on behalf of the or its or other Authorized Officer; (ii) The opinions of Axe & Ecklund, P.C. ("Bond Counsel") with respect to the Bonds dated the date of the Closing and substantially in the form set forth in Appendix to the Official Statement; 9 (iii) Supplemental opinions of Bond Counsel (attached hereto as Exhibit B), dated the date of the Closing and addressed to the Underwriter, to the effect that (A) at the times of execution of this Agreement the County had, and on the date of the Closing has, full legal right, power and authority to execute and deliver this Agreement and to cause the Bonds to be delivered to the Underwriter as provided in this Agreement and in the Resolution, and the County at the times of execution of this Agreement had, and on the date of the Closing has, duly authorized and approved the execution and delivery of, and the performance of its obligations contained in this Agreement, (B) no further authorization or approval not already obtained is required by the County in connection with the delivery of the Bonds to the Underwriter or entering into or performing its obligations under the Resolution or this Agreement, except for such approvals, consents or authorizations as are required by blue sky or securities laws of any state (as to which no opinion need be expressed) and, assuming due authorization, execution and delivery thereof by the other parties thereto this Agreement, constitute legal, valid and binding obligations of the County enforceable against the County in accordance with their terms, subject to the application of general principles of equity, including equitable subordination and to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors rights, (C) the County has duly approved the distribution and use in accordance with applicable law of the Preliminary Official Statement and has duly authorized, approved and executed the Official Statement, (D) the County's execution and delivery of and compliance with the terms and conditions of, and the carrying out of the transactions contemplated by, the Resolution and this Agreement do not and will not conflict with, or constitute on the part of the County a breach of or a default under, any agreement or other instrument known to them to which the County is subject or by which it is or may be bound or violate any decree or order known •to- them or any law, rule or regulation to which the County is subject or by which it is bound that, in all cases, would have a material adverse effect on the Bonds. (E) the statements in the Official Statement under the captions "INTRODUCTION, "PURPOSE AND SECURITY," "REFUND -NG PLAN," "THE BONDS" (excluding the section "Book-Entry-Only System"), "TAX PROCEDURES," "QUALIFIED BY THE MICHIGAN DEPARTMENT OF TREASURY," "APPROVAL OF LEGAL PROCEEDINGS," "CONTINUING DISCLOSURE," "OTHER MATTERS" and Appendix E "Form of Continuing Disclosure Undertaking" of the Official Statement are fair and accurate summaries of the same in all material respects (excluding information received from the DTC, as to which no opinion need be expressed), and (F) the Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended. Bond Counsel shall also state that nothing has come to their attention that would lead them to believe that the Official Statement (other than the section entitled "THE BONDS-Book-Entry Only System", and financial statements, .other financial, statistical or quantitative information, projections or estimates, and opinions of other counsel, as to all of which no opinion need be expressed) contains any untrue statement of a material fact or omits to state a material fact that is necessary to make the statements made, in light of the circumstances under which they were made, not misleading; (iv) An opinion (attached hereto as Exhibit C), dated the date of the Closing and addressed to and solely for the benefit of the Underwriter, of counsel to the Underwriter, to the effect that, based on the documents and inquiries described therein, the Bonds are not subject to the registration requirements of the Securities Act of 1933; and a statement in such opinion, or in a separate letter dated the date of the Closing and 10 addressed to the Underwriter, that, although such counsel have not independently verified, and are not passing upon or assuming any responsibility for, the accuracy, completeness or fairness of the statements in the Official Statement, in their capacity as counsel to the Underwriter, in which capacity they have been dependent on information provided by representatives of the County, they attended conferences or telephone conferences with members of the staff of the County, Bond Counsel, and with representatives of the Underwriter, and others (which conferences did not extend beyond the date of the Official Statement) which conferences did not disclose to them any information giving them reason to believe that the Official Statement (except with respect to the information contained under the caption "THE BONDS-Book-Entry Only System," Appendices A and B, and economic, financial, statistical or quantitative information, projections, or estimates, together with statements dependent upon any of the foregoing information, projections or estimates, and opinions of other counsel, as to which no view need be expressed) contained as of its date, or contains as of the date of the opinion, any untrue statement of a material fact or omitted as of its date, or omits as of the date of the opinion, to state any material fact required to be stated or necessary to make the statements made, in light of the circumstances under which they were made, not misleading; (v) A certificate or certificates of the County dated the date of the Closing, signed on behalf of the County by the Chief Financial Officer or other Authorized Officer of the County, to the effect that, to the best knowledge of the signer, after such inquiry as the siner deems appropriate, and taking into account the responsibilities of the office which the signer holds, and on behalf of the County and not in any way his or her individual capacity, that certifies (A) the truthfulness in all material respects on and as of the date of Closing of all representations and warranties of the County contained in this Agreement; (B) the compiianc;e: by the County with all agreements and satisfaction of allconditions to be complied with or satisfied at or prior to the Closing; (C) the conformity of the Bonds in all material respects to the description of such Bonds in the Resolution and the Official Statement; (D) since the respective dates as of which information is given in the Official Statement, and except as set forth in the Official Statement, there having been no material adverse change in the condition, financial or otherwise, of the County, (E) the Preliminary Official Statement, as of its date and the Official Statement, as of its date and as of the Closing, do not contain any untrue statements of a material fact nor omit to state a material fat that is necessary to make the statements made, in light of the circumstances under which they were made, not misleading (other than under the caption "THE BONDS--Book-Entry-Only System,") and (F) the County not having been served with any litigation commenced or threatened against it (w) restraining or enjoining or seeking to restrain or enjoin the issuance, sale, execution or delivery of any of the Bonds, or (x) in any way questioning or affecting the validity of any provision of the Bonds or this Agreement or (y) in any way questioning or affecting the validity of any of the proceedings or the authority for the authorization, issuance, sale, execution or delivery of any of the Bonds, or the pledge or application of any money or security provided for the -payment of any of such Bonds, or (z) questioning or affecting the organization or existence of the County or the right of any officer of the County to their respective offices; 11 (vi) A certified copy of the R ecoluti on; (vii) Satisfactory evidence that Standard & Poor's Ratings Group ("S&P") and Moody's Investor's Service. Inc. ("Moody's") shall have assigned to the Bonds, the ratings of " " and " ", respectively, and that such ratings shall not have been reduced, withdrawn, or subject to review; (viii) A letter from Bond Counsel to the effect that the opinion referred to in clause (ii) of this subparagraph may be relied upon by the Underwriter as though such opinion were addressed to them; (ix) An executed copy of the Undertaking in substantially the form contained in Appendix E of the Official Statement; (x) Evidence satisfactory to the County that Grant Thornton has verified the adequacy of the escrow for the contract obligations to be refunded (as defined in the Official Statement); (xi) Executed copy of the Escrow Agreement in form and substance satisfactory to Bond Counsel; and (xii) Such additional legal opinions, signatures, delivery and other certificates, and other instruments and documents as the Underwriter may reasonably request to evidence the truth, accuracy and completeness, as of the date of this Agreement and as of the date of the Closing, of the representations and warranties of the County contained in this Agreement and of the statements and information contained in the Official Statement and the due performance or satisfaction by the County at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the County. All of the opinions, letters, certificates, instruments • and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions of this Agreement if, hut only if, they are in form and substance reasonably satisfactory to the Underwriter and its counsel. If the County shall be unable to satisfy the conditions to the obligations of the Underwriter to accept delivery of and to pay for the Bonds contained in this Agreement, or if the obligations of the Underwriter to accept delivery of and to pay for the Bonds shall he terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the County shall be under further obligation- under it, except that the respective obligations of the County and the Underwriter set forth in Paragraphs 9 and 11 of this Agreement shall continue in full force and effect. 9. (a) The Underwriter shall be under no obligation to pay, and the County shall pay, all expenses incident to the perfoimance of the obligations of the County under this Agreement, including, but not limited to: (i) the cost of preparation and printing the definitive 12 Bonds; (ii) the cost of the preparation (exclusive of the fees and disbursements of counsel retained by the Underwriter) and printing the Preliminary Official Statement, including the appendices and any amendments or supplements to it; (iii) the fees and disbursements of the Financial Advisor and Bond Counsel to the County; (iv) the fees and disbursements of any consultants or advisors retained by the County; (v) fees charged by rating agencies in connection with the Bonds; (vi) the cost of preparation (exclusive of the fees and disbursements of counsel retained by the Underwriter) and printing of the Official Statement, up to the number of copies specified in Section 4 of this Agreement; (vii) subject to the provisions of Paragraph 5 above, the cost of preparation of any amendment or supplement to the Official Statement and the costs of printing and delivery of up to copies of any amendment or supplement to the Official Statement, and the reasonable fees and disbursements of counsel to the Underwriter and to the County with respect to any supplements or amendments to the Official Statement (all such costs to be paid by the County subject to the provisions of Paragraph 5 above); and (viii) any initial fees and charges of the Paying Agent and Escrow Agent, if any. (b) The Underwriter shall pay (i) the cost of preparation and reproduction of this Agreement and the other underwriting documents; (ii) all advertising expenses in connection with the offering of the Bonds; (iii) the cost of printing and delivering more than 100 copies of the Official Statement; (iv) the cost of printing and delivery of more than 100 copies of any supplement or amendment of the Official Statement; (v) the cost of amending or supplementing the Official Statement in the event that any information provided by the Underwriter for inclusion in the Official Statement is materially inaccurate or incomplete; and (vi) all other expenses incurred by the Underwriter in connection with the Bonds, including the fees and disbursements of counsel retained by the Underwriter '(except for the reasonable fees disbursements of counsel to the Underwriter with respect to any amendments or supplements to the Official Statement). Certain expenses of the Underwriter may be in the form of inclusion in the expense component of the Underwriter's discount. 10. Any notice or other communication to be given to the County under Agreement shall be given by delivering the same in writing to its address set forth above, and any notice or other communication to be given to the Underwriter under this Agreement shall be given by delivering the same in writing to the Underwriter. 11. This Agreement is made solely for the benefit of the County and the Underwriter (including the successors or assigns of any Underwriter); no other person shall acquire or have any right or liability under this Agreement or by virtue, of it. All of the representations, warranties and agreements of the County contained in this Agreement and in the certificates delivered pursuant to it shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriter ; (ii) delivery of and payment for the Bonds under this Agreement, and (iii) any termination of this Agreement. 13 12. This Agreement shall become effective upon the execution of this Agreement by the County as provided above and shall be valid and enforceable as of the time of such acceptance. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. 13. The Underwriter hereby notifies the County that it is not acting as a Municipal Advisor (as defined in Section 15B of the Exchange Act of 1934, as amended), it is not an agent of the County, and it does not have a fiduciary duty to the County in connection with the matters contemplated by this Agreement. The County acknowledges and agrees that (I) the primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm's-length commercial transaction between the County and the Underwriter and the Underwriter has financial and other interests that differ from those of the County, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and are not acting as the financial advisor, municipal advisor, agent, advisor or fiduciary of the County, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the County with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or are currently providing other services to the County on other matters) and the Underwriter has no obligation to the County with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; and (iv) the County has consulted its own municipal, legal, financial and other advisors to the extent it has deemed appropriate. For both subsections (ii) and (iii) herein, it is the County's understanding that an advisory or fiduciary relationship shall not be deemed to exist when, in the course of acting as an underwriter, a broker, dealer or municipal securities dealer, advice is rendered to an issuer, including advice with respect to the structure, timing, terms and other similar matters concerning a new issue of municipal securities. [Remainder of Page Intentionally Left Blank] 14 Very truly yours, By: Accepted and Agreed to this th day of , 2013 The County of Oakland By: [Signature Page] Exhibit A 1. (a) Aggregate principal amount of the Bonds: $ (b) Date of Delivery of the Bonds: • 2013 (c) Years of maturities, interest rates, maturity amounts and initial public offering prices: Maturity Date Amount Rate Price (d) Purchase Price: The purchase price for the Bonds is $ (which purchase price is equal to the par amount of the Bonds, plus premium of $ or less underwriters' discount of S • (c) Redemption Optional Redemption The Bonds are subject to optional redemption prior to maturity as follows: Exhibit B Supplemental Opinion of Bond Counsel County of Oakland State of Michigan We have acted as bond counsel to the County of Oakland (the "County") in connection with the issuance by the County of bonds in the aggregate principal sum of , designated as the COUNTY OF OAKLAND RETIREES HEALTH CARE REFUNDING BONDS, SERIES 2013 (General Obligation Limited Tax) (the "Bonds"). in such capacity, we have rendered an approving legal opinion dated as of the date hereof (the "Approving Opinion"). This supplemental opinion is rendered pursuant to paragraph 8(e)(iii) of the Bond Purchase Agreement dated , 2013 (the "Bond Purchase Agreement") between the County and (the "Underwriter"), executed in connection with the issuance and sale of the Bonds. Capitalized words and terms not otherwise defined herein shall have the meaning assigned to them in the Bond Purchase Agreement, We have examined a counterpart copy of the Preliminary Official Statement pertaining to the Bonds dated , 2013 (the "Preliminary Official Statement") and the Official Statement pertaining to the Bonds, dated 2013 (the "Official Statement"). On the basis of such examination and our review of such other information, records and documents as in our judgment is necessary and advisable, we are of the opinion that: 1. The County, at the time of execution of the Bond Purchase Agreement had, and as of the date hereof has, full legal right, power and authority (i) to execute and deliver the Bond Purchase Agreement, and (ii) to cause the Bonds to be delivered to the Underwriter as provided in the Bond Purchase Agreement, and in the Resolutions Authorizing Issuance of the Bonds adopted by the Board of Commissioners of the County on November 28, 2012 and , 2013 (the "Resolutions"). The County at the time of execution of the Bond Purchase Agreement had, and as of the date hereof has, duly authorized and approved the execution and delivery of, and the performance of its obligations contained in the Bond Purchase Agreement. 2. No further authorization or approval by the County not already obtained is required in connection with the delivery of the Bonds to the Underwriter or entering into or performing the County's obligations under the Resolution or the Bond Purchase Agreement except for such approvals, consents or authorizations as are required by blue sky or securities laws of any state (as to which no opinion is expressed) and, assuming due authorization, execution and delivery thereof by the other parties thereto, the Bond Purchase Agreement constitutes the legal, valid and binding obligation of the County enforceable against the County in accordance with its terms. B-1 3. The County has duly approved the distribution and use in accordance with applicable law of the Preliminary Official Statement and has duly authorized, approved and executed the Official Statement. 4. The County's execution and delivery of and compliance with the terms and conditions of, and the carrying out of the transactions contemplated by, the Resolution and the Bond Purchase Agreement do not and will not conflict with, or constitute on the part of the County a breach of or a default under, any agreement or other instrument known to us to which the County is subject or by which it is or may be bound or violate any decree or order known to us or any law, rule or regulation to which the County is subject or by which it is bound that, in all cases, would have a material adverse effect on the Bonds. 5. The statements in the Official Statement under the captions and Appendix "Form of Continuing Disclosure Undertaking" insofar as such statements summarize the language and effect of the Resolution, the Bonds, the Continuing Disclosure Undertaking executed by the County on the date hereof, and the Constitution and the laws of the State and the United States, are fair and accurate summaries thereof in all material respects (excluding financial statements, other financial, statistical or quantitative information, projections or estimates, information received from The Depository Trust Company or opinions of other counsel, as to which no opinion is expressed). 6. The Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended. Nothing has come to our attention that would lead us to believe that the Official Statement (excluding the any financial statements, other financial, statistical or quantitative information, projections or estimates, and opinions or other counsel, as to which no opinion is expressed) contains any untrue statement of a material fact or omits to state a material fact that it is necessary to make the statements made, in light of the circumstances under which they are made, not misleading. Enforceability of the Bonds, the Resolution and the Bond Purchase Agreement may be subject to the application of general principles of equity including those related to equitable subordination, and to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors rights generally heretofore or hereafter enacted. The Underwriter is entitled to rely upon our Approving Opinion as if the Approving Opinion were addressed to the Underwriter. Very truly you AXE & ECK LUND, P.C. By: John R. Axe Exhibit C Underwriters' Counsel Opinion , 2013 Re: $ County of Oakland Retirees Health Care Refunding Bonds, Series 2013(General Obligation Limited Tax) (the "Bonds") Ladies and Gentlemen: We have acted as your counsel in connection with your purchase of the above-captioned Bonds from The County of Oakland (the "County") on the date of this opinion letter pursuant to the Bond Purchase Agreement dated , 2013 between you and the County (the "Purchase Agreement"). In our capacity as your counsel, we have examined executed or certified copies of (i) the resolutions relating to the Bonds adopted by the ::,_,County on November 28, 2012 and , 2013 (the "Resolutions") pursuant to which the Bonds are issued, (ii) the Official Statement prepared with respect to the Bonds, dated , 2013 (the "Official Statement"), (ii) the opinions of even date with this letter of Axe 8:: Eckiund, P.C, as Bond Counsel, relating to the Bonds, and (iv) such further records, opinions, certificates, documents and matters of law as we have considered necessary to enable us to render the opinions hereinafter expressed. In rendering the opinions hereinafter expressed, we have assumed, but have not independently verified, that the signatures on all opinions, certificates and other documents that we have examined are genuine and that any of such opinions, certificates and other documents submitted to us as certified or copies conform to the originals of such opinions, certificates and other documents. Based upon and subject to the foregoing, and in reliance thereon, we are of the opinion that: 1. The Bonds are not subject to the r gis equirements of the Securities Act of 1933, as amended. 2. We have not independently verified,, and are not passing upon or assuming any responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement. During the preparation of the Official Statement, however, in our capacity as counsel to the Underwriter, in which capacity we have been dependent on information provided , 2013 Page 2 by representatives of the County, we participated in conferences or telephone conferences with your representatives, with representatives of the County, with Bond Counsel, and with representatives of Robert W. Baird & Co., as financial advisor to the County (which conferences did not extend beyond the date of the Official Statement), at which conferences the contents of the Official Statement and related matters were discussed. Such conferences did not disclose to us any information that would lead us to believe that the Official Statement (except with respect to the information therein under the captions" THE BONDS-Book-Entry-Only System," Appendices „ and , and information contained in the Official Statement relating to economic, financial, statistical or quantitative information, projections or estimates, together with statements dependent upon any of the foregoing information, projections or estimates, and opinions of other counsel, as to which we express no opinion) contained as of its date, or contains as of the date hereof, any untrue statement of material fact or omitted as of its date, or omits as of the date hereof, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not materially misleading. We are admitted to the practice of law in the State of Michigan and our foregoing opinions are limited in all respects to matters arising under the laws of the State of Michigan and the Federal laws of the United States of America. We are furnishing this letter to you solely for your benefit as the underwriter of the Bonds. Our engagement with respect to this matter is terminated as of the date hereof, and we disclaim any obligation to update this letter.. This letter is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person may be referred to and included in the closing transcripts. This letter is not intended to be relied upon by the o -wners of the Bonds. Sincerely, Resolution #13147 June 13, 2013 Moved by Taub supported by McGillivray the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic, Crawford. (18) 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 APPRO ( 3 1--Fil§ RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45.559A (7) STATE OF MICHIGAN) 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 June 13, 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 13th day of June, 2013. Lisa Brown, Oakland County