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HomeMy WebLinkAboutResolutions - 2013.10.30 - 21086REPORT (MISC. #13279)October 30, 2013 BY: Human Resources Committee, John Scott, ChairpersonIN RE: RESOLUTION APPROVING A SUPERSEDING CONTRACT BETWEEN THE COUNTYAND THE 2013 SUPERSEDING OAKLAND COUNTY RETIREE MEDICAL BENEFITS TRUST To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Human Resources Committee, having reviewed the above referenced resolution on October 30, 2013, reports with the recommendation the resolution be adopted. Chairperson, on behalf of the Human Resources Committee, I move the acceptance of the foregoing report. HUMAN RESOURCES COMMITTEE Motion carried unanimously on a roll call vote. MISCELLANEOUS RESOLUTION #13279 October 30 2013 BY: FINANCE COMMITTEE - Thomas Miaaieton, Chairperson IN RE: RESOLUTION APPROVING A SUPERSEDING CONTRACT BETWEEN THE COUNTY AND THE 2013 SUPERSEDING OAKLAND COUNTY RETIREE MEDICAL BENEFITS TRUSTTO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS, the Oakland County VESA (the "VEBA Trust") is a trust established by the Oakland County VEBA Trust Agreement effective as of October 1, 2000 between the County and the Trustees described therein (or their successors, the "VEBA Trustees"), as amended, for the purposes of (i) accumulating the funds needed to pay for Retiree Medical Benefits and (ii) receiving contributions for thatpurpose from the County; and WHEREAS, pursuant to an enabling ordinance enacted by the Oakland County Board of Commissioners on June 14, 2007 (the "Funding Ordinance") authorizing an alternate funding mechanism for the County to amortize its estimated unfunded accrued actuarial liabilities for Retiree Medical Benefits for certain retirees and certain active employees of the County, and their eligible dependents, as of October 1, 2006 (the "Designated Liabilities") over a period ending April 1, 2027 (the "Funding Period")'and WHEREAS, the County established an intermediate trust (the "Intermediate Trust") to irrevocably receive a certain amount of the net proceeds (the "Funding Proceeds") from the sale by the 2007 Oakland County Retiree Medical Benefits Funding Trust (the "Funding Trust") of its Taxable Certificates of Participation, Series 2007 (the "Certificates") and to hold, invest and distribute to the Intermediate Trust (defined below) assets, all in accordance with such trust agreement, as it may be amended in accordancewith its terms; and WHEREAS, the County has authorized and entered into the 2007 Oakland County Retiree Medical Benefits Contract (the "Contract") with the Funding Trust to assist it in exercising its essential governmental function of providing post-retirement health benefits for its eligible employees, their spouses and eligible dependents and in satisfying its contractual obligations to provide Retiree Medical Benefits by issuing and selling the Certificates and the County has made Contract Payments to the Funding Trust pursuant to the Contract in order to satisfy its obligations to the Funding Trust; and WHEREAS, the Funding Trust provides: In the event that any health care benefits plan, program or arrangement becomes effective during the period that any Certificates are outstanding 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 Intermediate Trust, to the extent no longer needed to pay future costs of providing County 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, with a copy to the Trustees of the Intermediate Trust, 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 as defined in the Contract, then the Intermediate Trust shall (A) transfer all or a portion (as the case may be) of the available Surplus Intermediate Trust Assets to the Trustee as such optional prepayment for and on behalf of the County and (B) promptly give written notice thereof to the County. WHEREAS, effective October 9, 2012, the Michigan legislature enacted an amendment to Public Act No. 34 of the Public Acts of Michigan of 2001, as amended ("Act 34") into law. Said Act, as amended, provided the County the power to take various actions in connection with refunding of the County's existing contractual obligations under the Contract including establishing a new grantor trust to implement FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Zack absent. 1 the covering of the County's retirees health care liability which was the first step in permitting the County to put in effect a new health care benefits "plan, program or arrangement" (the "Superseding Plan") which will have the effect of supplanting and superseding the County's obligations under the Contract; and WHEREAS, the County has issued $350,000,000 of refunding bonds (the "Refunding Bonds") for the purpose of refunding, as permitted in Public Act No. 329 of the Public Acts of Michigan of 2012, the existing obligations under the Contract which was the second step in implementing the Superseding Plan; and WHEREAS, the County is not at present contractually obligated to keep the VEBA Trust fully funded and in fact the VEBA Trust has always had a retirees medical benefit ("RMB") unfunded actuarial accrued liability ("UAAL") ever since the Certificates were issued; and WHEREAS, as a part of a new "Plan, Program or Arrangement" the County intends to contract with a new Superseding Trust to provide, through such Trust, a mechanism which wiil keep the VEBA fund at a level where VEBA assets are always equal to at least 100% of the amount necessary to avoid any RMB UAAL, if required through future ARC payments amortizing the UAAL until such time as the UAAL is fully funded; and WHEREAS, the County, as permitted by Act 34, created a new grantor trust, the 2013 Superseding Oakland County Retiree Medical Benefits Trust (the "Superseding Trust"), which will enter into a new contract (the "Superseding Contract") with the County under which Superseding Contract, the County will be obligated to the Superseding Trust to do the following: A. Pay to the Superseding Trust on April 1, 2014, an amount based on the September 30, 2013 actuarial report received by the County from its actuary so that, based on the actuarial assumptions contained therein, as of April 1, 2014 the VEBA Trust will be fully funded with no retiree medical benefits ("RMB") unfunded actuarial accrued liability ("UAAL"); and B. In all future years, after April 1, 2014, transfer the actuarially required contribution ("ARC") as determined by the actuary to be made to the VEBA Trust no later than eighteen months after the September 30th for which the actuarial report applies. WHEREAS, once the County enters into the Superseding Contract with the Superseding Trust (which will require sufficient funds to be on deposit in the future in the VEBA Trust) the ultimate beneficiaries of the new "plan, program or arrangement" (the County's employees and County's taxpayers) are in a substantially better protected position than they are at the present.NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF OAKLAND, MICHIGAN, AS FOLLOWS: 1. The Superseding Contract between the County of Oakland and the 2013 Superseding Oakland County Retiree Medical Benefits Trust (the "Superseding Trust"), attached hereto as Appendix A is hereby approved. 2. The Oakland County Executive or any Deputy County Executive, acting on behalf of the County Executive, or any one or more of them, and each of them is, at any time hereafter and without further action by or authority or direction from the Board of Commissioners of the County, authorized to execute (by manual or facsimile signature) and deliver the Superseding Contract in substantially the form presented at this meeting, including such changes in or additions to such form (including, but not limited to, completing any blanks therein) as the officials executing the same may determine to be necessary or advisable, and that the execution of the Contract by such officials on behalf of this County shall be conclusive evidence of their determination in that respect. 3. The Oakland County Executive or any Deputy County Executive, acting on behalf of the County Executive, or any one or more of them, and each of them is, at any time hereafter and without further action by or authority or direction from the Board of Commissioners of the County, authorized to execute and deliver or cause to be executed and delivered all such other and further agreements, requests, statements, instruments and documents and to do or cause to be done all such other and further acts and things as any such official, attorney or agent may determine to be necessary or advisable under or in connection with the Superseding Contract or this resolution, and that the execution by any 2 such official, attorney or agent of any such agreement, request, statement, instrument or document or the doing of any such act or thing shall be conclusive evidence of his/her or their determination in that respect. 4. This resolution shall take immediate effect upon its adoption and the signature of the Oakland County Executive indicating his approval. Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. FINANCE COMMITTEE I / 3 APPENDIX A SUPERSEDING CONTRACT THIS SUPERSEDING CONTRACT ("Superseding Contract") made as of , 2013, by and between the 2013 SUPERSEDING OAKLAND COUNTY RETIREE MEDICAL BENEFITS TRUST (the "Superseding Trust"), a trust organized and existing under and pursuant to the provisions of Act No. 329, Public Acts of Michigan, of 2012, which amended Act. No. 34 of the Public Acts of Michigan of 2001 ("Act 34"), and the COUNTY OF OAKLAND, a County of the State of Michigan (the "County"), WITNESSETH: WHEREAS, the Oakland County VEBA (the "VEBA Trust") is a trust established by the Oakland County VEBA Trust Agreement effective as of October 1, 2000 between the County and the Trustees described therein (or their successors, the "VEBA Trustees"), as amended, for the purposes of (i) accumulating the funds needed to pay for Retiree Medical Benefits and (ii) receiving contributions for that purpose from the County; WHEREAS, pursuant to an enabling ordinance enacted by the Oakland County Board of Commissioners on June 14, 2007 (the "Funding Ordinance") authorizing an alternate funding mechanism for the County to amortize its estimated unfunded accrued actuarial liabilities for Retiree Medical Benefits for certain retirees and certain active employees of the County, and their eligible dependents, as of October 1, 2006 {the "Designated Liabilities") over a period ending April 1, 2027 (the "Funding Period"); WHEREAS, the County established an intermediate trust (the "Intermediate Trust") to irrevocably receive a certain amount of the net proceeds (the "Funding Proceeds") from the sale by the 2007 Oakland County Retiree Medical Benefits Funding Trust (the "Funding Trust") of its Taxable Certificates of Participation, Series 2007 (the "Certificates") and to hold, invest and distribute to the Intermediate Trust (defined below) assets, all in accordance with such trust agreement, as it may be amended in accordance with its terms; WHEREAS, the County has authorized and entered into the 2007 Oakland County Retiree Medical Benefits Contract (the "Contract") with the Funding Trust to assist it in exercising its essential governmental function of providing post-retirement health benefits for its eligible employees, their spouses and eligible dependents and in satisfying its contractual obligations to provide Retiree Medical Benefits by issuing and selling the Certificates and the County has made Contract Payments to the Funding Trust pursuant to the Contract in order to satisfy its obligations to the Funding Trust; WHEREAS, the Funding Trust provides: In the event that any health care benefits plan, program or arrangement becomes effective during the period that any Certificates are outstanding 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 Intermediate Trust, to the extent no longer needed to pay future costs of providing County 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, with a copy to the Trustees of the Intermediate Trust, 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 as defined in the Contract, then the Intermediate Trust shall (A) transfer all or a portion (as the case may be) of the available Surplus Intermediate Trust Assets to the Trustee as 1 such optional prepayment for and on behalf of the County and (B) promptly give written notice thereof to the County. WHEREAS, effective October 9, 2012, the Michigan legislature enacted an amendment to Public Act No. 34 of the Public Acts of Michigan of 2001, as amended ("Act 34") into law. Said Act, as amended, provided the County the power to take various actions in connection with refunding of the County's existing contractual obligations under the Contract including establishing a new grantor trust to implement the covering of the County's retirees health care liability which was the first step in permitting the County to put in effect a new health care benefits "plan, program or arrangement" (the "Superseding Plan") which will have the effect of supplanting and superseding the County's obligations under the Contract; WHEREAS, the County has issued $350,000,000 of refunding bonds (the "Refunding Bonds") for the purpose of refunding, as permitted in Public Act No. 329 of the Public Acts of Michigan of 2012, the existing obligations under the Contract which was the second step in implementing the Superseding Plan; WHEREAS, the County is not at present contractually obligated to keep the VEBA Trust fully funded and in fact the VEBA Trust has always had a retirees medical benefit ("RMB") unfunded actuarial accrued liability ("UAAL") ever since the Certificates were issued; and WHEREAS, as a part of a new "Plan, Program or Arrangement" the County intends to contract with a new Superseding Trust to provide, through such Trust, a mechanism which will keep the VEBA fund at a level where VEBA assets are always equal to at least 100% of the amount necessary to avoid any RMB UAAL, if required through future ARC payments amortizing the UAAL until such time as the UAAL is fully funded; and WHEREAS, the County, as permitted by Act 34, created a new grantor trust, the 2013 Superseding Oakland County Retiree Medical Benefits Trust (the "Superseding Trust"), which will enter into a new contract (the "Superseding Contract") with the County under which Superseding Contract, the County will be obligated to the Superseding Trust to do the following: A. Pay to the Superseding Trust on April 1, 2014, an amount based on the September 30, 2013 actuarial report received by the County from its actuary so that, based on the actuarial assumptions contained therein, as of April 1, 2014 the VEBA Trust will be fuily funded with no retiree medical benefits ("RMB") unfunded actuarial accrued liability ("UAAL"); and B. In all future years, after April 1, 2014, transfer the actuarially required contribution ("ARC") to the Superseding Trust as determined by the actuary to be made to the VEBA Trust no later than eighteen months after the September 30ih for which the actuarial report applies. WHEREAS, once the County enters into the Superseding Contract with the Superseding Trust (which will require sufficient funds to be on deposit in the future in the VEBA Trust) the ultimate beneficiaries of the new "plan, program or arrangement" (the County's employees and County's taxpayers) are in a substantially better protected position than they are at the present; and THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS AND AGREEMENTS SET FORTH BELOW, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES TO THIS SUPERSEDING CONTRACT AS FOLLOWS; 1- County Obligations. The County of Oakland hereby agrees to do the following on thedates specified: 2 a. Pay to the Superseding Trust on April 1, 2014, an amount based on the September 30, 2013 actuarial report received by the County from its actuary so that, based on the actuarial assumptions contained therein, as of April 1, 2014 the VESA Trust will be fully funded with no retiree medical benefits ("RMB") unfunded actuarial accrued liability ("UAAL"). b. In all future years, after April 1, 2014, transfer to the Superseding Trust the actuarially required contribution ("ARC") as determined by the actuary to be made to the VEBA Trust no later than eighteen months after the September 30th for which the actuarial report applies except in a year where the Superseding Trust already has on deposit in the Superseding Trust sufficient assets to pay the ARC payment without any further contribution. At the County's option, and its sole discretion, the County may in any year transfer to the Superseding Trust extra amounts to insure that the Superseding Trust will have sufficient assets on deposit to meet its obligations under the contract to the VEBA Trust. 2. Superseding Trust Obligations. The Superseding Trust agrees to do the following: a. On April 30, 2014, pay to the VEBA all amounts paid to it by the County based on the September 30, 2013 actuarial report so that based on the actuarial assumptions contained in the actuarial report on the VEBA received by the County so that based on the actuarial assumption contained therein, as of April 30, 2014, the VEBA wil! be fully funded with no retiree medical benefitsfRMB") unfunded actuarial accrued liability ("UAAL"). b. In all future years, after April 1, 2014, on April 30th to transfer to the Superseding Trust the actuarially required contribution ("ARC") as determined by the actuary to be made to the VEBA Trust no later than eighteen months after the September 30th for which the actuarial report applies. 3. Miscellaneous. a. Effective Date. This Contract shall become effective after approval by the Board of Commissioners of the County and execution by the authorized official of the County and the Trustees of the Superseding Trust. It shall terminate when the VEBA has completed its obligations and has ceased to operate. b. Counterparts. This Contract may be executed in several counterparts each of which shall be deemed one and the same agreement. It shall be binding upon and inure to the benefit of the parties to it and their respective successors and assigns. c. Full Force and Effect, This Contract is not contingent upon any future event and shall be in full force from the date of its execution. d. Governing Law. This Contract shall be interpreted under the laws of the State of Michigan. e. Authority. Each party warrants and represents that the execution and performance of this Contract have been duly authorized by all necessary action and do not contravene any policy, resolution or controlling rule. f. Entire Agreement. This Agreement sets forth the entire agreement between the County and the Superseding Trust with respect to the subject matter of this Contract. g. Captions and Bviines. The captions and bylines used in this Contract are for the convenience of reference only and in no way define, limit or describe the scope of intent of any provisions of this Agreement. 3 h. Use of the Singular. The use in this Contract of the singular shall be deemed to be and include the plural (and vice versa) where applicable. 4 IN WITNESS WHEREOF, the 2013 SUPERSEDING OAKLAND COUNTY RETIREE MEDICAL BENEFITS TRUST, by its Trustees, and the COUNTY OF OAKLAND, by its Board of Commissioners, have caused this Superseding Contract to be signed from the County's perspective by its duly authorized officers, and from the Trust's perspective by the signature of its individual Trustees and their seals to be affixed hereto, all as of the day and year first above written. WITNESSES TO SIGNATURES 2013 SUPERSEDING OAKLAND COUNTYOF TRUSTEES: RETIREE MEDICAL BENEFITS TRUST By: By: By: By: By: WITNESSES TO SIGNATURES COUNTY OF OAKLANDOF COUNTY OFFICERS: By: Chairperson, Board of Commissioners las.r12-oak248 By: County Clerk 1 STATE OF MICHIGAN) )ss. COUNTY OF OAKLAND) On this day of , , before me appeared and , to me personally known, who being by me duly sworn, did each say that they are, respectively, the and the of the Board of Trustees of the 2013 SUPERSEDING OAKLAND COUNTY RETIREE MEDICAL BENEFITS TRUST and that the foregoing Superseding Contract was signed and sealed by them on behalf of the Trust by authority of its Board of Trustees, and that such persons acknowledged such instrument to be the free act and deed of the Authority. Notary Public, Oakland County, Michigan My Commission Expires: (Seal) STATE OF MICHIGAN) )ss.COUNTY OF OAKLAND) On this day of , , before me appeared and , to me personally known, who being by me duly sworn, did each say that they are, respectively, the Chairperson of the Board of Commissioners and the County Clerk of the COUNTY OF OAKLAND and that the foregoing Superseding Contract was signed and sealed by them on behalf of the County by authority of its Board of Commissioners, and that such persons acknowledged such instrument to be the free act and deed of the County. Notary Public, Oakland County, Michigan My Commission Expires:(Seal) 2 Resolution #13279 October 30, 2013 Moved by Crawford supported by Quarles the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Gershenson, Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, 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). 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 October 30, 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 30th day of October 2013. I HEREBY APPROVE THE FOREGOING RESOLUTION Lisa Brown, Oakland County