HomeMy WebLinkAboutResolutions - 2014.07.16 - 21390MISCELLANEOUS RESOLUTION #14153 July 16, 2014
BY: Finance Committee, Tom Middleton, District #4
IN RE: RESOLUTION AUTHORIZING ISSUANCE OF OAKLAND COUNTY
BUILDING AUTHORITY, BUILDING AUTHORITY REFUNDING BONDS,
SERIES 2014 REFUNDS SERIES 2007) AND APPROVING THE
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS, pursuant to the provisions of Act No. 31, Public Acts of
Michigan, 1948, extra session, as amended, ("Act 31") the Oakland County
Building Authority (the "Authority") and the County of Oakland (the
"County"), have entered into a Full Faith and Credit General Obligation Lease
Contract dated as of December 1, 2006 (as listed in Appendix A) (the
"Lease Contract") and a Sublease between the County and the Oakland
County Community Mental Health Authority (the 'CM HA") dated as of June
27, 2007 (the"Sublease"); and
WHEREAS, pursuant to the Lease Contract and the Sublease, the
Building Authority has issued the Oakland County Building Authority,
Building Authority Bonds, Series 2007 in the original aggregate principal
amount of $5,500,000 dated as of August 1, 2007 which remain
outstanding as listed in Appendix B (the"2007 Bonds") to defray the cost
of acquiring various facilities located throughout the County to be used by
the CMHA; and
WHEREAS, the 2007 Bonds remain outstanding in various
aggregate principal amounts which mature in various principal amounts
in various years and bear interest at various rates per annum which rates of
interest are higher than those now prevailing; and
WHEREAS, Act 31 and Act No. 34, Public Acts of Michigan, 2001,
as amended, ("Act 34") authorize the Authority to refund all or any part of
its indebtedness; and
WHEREAS, the County has determined that a significant cost
savings can be achieved by refunding the outstanding 2007 Bonds in whole
or in part; and
WHEREAS, in order to provide for the Refunding Bonds and to comply
with federal securities regulations, it is necessary to approve an
amendment to the Lease Contract between the County and the Authority (the
'Amendment to Lease Contract") attached as Appendix C in order to
approve the undertaking to provide continuing disclosure; and
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Middleton absent.
WHEREAS, this Board of Commissioners approved Miscellaneous Resolution
#13301 on December 12, 2013 pertaining to the above and wishes to rescind that
resolution to provide for updates in the refunding.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
COMMISSIONERS OF THE COUNTY OF OAKLAND as follows:
1. The Authority is authorized to proceed to refund any or all of the Bonds
described in Appendix B in whole or in part, on such terms and conditions as will
result in a lower total indebtedness on such issue.
2. The Amendment to Lease Contract attached hereto as
Appendix C is hereby approved.
3. The County Officials set forth on the Amendment to Lease Contract
are authorized to execute and deliver the Amendment to Lease Contract on behalf of
the County.
4. After any refunding bonds are issued, the Authority shall report to
the County on the new debt service schedule and the savings in total principal and
interest.
5. The County Executive, if necessary, is authorized to file for approval
to issue the bonds from the State of Michigan, Department of Treasury ("Treasury"), to
pay the related fee, and to execute and deliver such other documents as may be
requested by the Treasury.
6. Miscellaneous Resolution #13301 adopted by this Board of
Commissioners on December 12,2013 pertaining to the refunding is hereby rescinded
to provide for updates in the refunding.
7. All activities involved in the refunding of the Bonds under this resolution
shall comply with the standing rules of the Board of Commissioners.
BE IT FURTHER RESOLVED that the Chairperson of the Board of
Commissioners is authorized fill in the blanks in Exhibit A to Appendix C Debt
Retirement Schedule prior to executing and filing these documents with the Oakland
County Clerk.
Chairperson, on behalf of the Finance Committee, I move the adoption of the
foregoing resolution.
FINANCE COMMITTEE
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APPENDIX A
$5,500,000 Oakland County Building Authority, Building Authority Bonds,
Series 2007 - FULL FAITH AND CREDIT GENERAL OBLIGATION LEASE
CONTRACT MADE AS OF DECEMBER 1, 2006.
APPENDIX B
OAKLAND COUNTY BUILDING AUTHORITY,
BUILDING AUTHORITY BONDS, SERIES 2007
TOTAL
Date
3/1/15
3/1/16
3/1/17
3/1/18
3/1/19
3/1/20
3/1/21
3/1/22
3/1/23
3/1/24
3/1/25
Principal
$250,000
250,000
250,000
275,000
275,000
300,000
300,000
325,000
325,000
350,000
125,000
$3,025,000
APPENDIX C
AMENDMENT TO LEASE CONTRACT
THIS AMENDMENT TO FULL FAITH AND CREDIT GENERAL OBLIGATION
LEASE CONTRACT (Amendment to Lease Contract")made as of July 1,2014, by and
between the OAKLAND COUNTY BUILDING AUTHORITY (the 'Authority"), a building
authority organized and existing under and pursuant to the provisions of Act No.
31, Public Acts of Michigan, 1948 (First Extra Session), as amended ('Act 31"), and
the COUNTY OF OAKLAND, a County of the State of Michigan (the 'County"),
WITN E SSE TH:
WHEREAS, the Authority has been incorporated by the County pursuant to
Act 31 for the purpose of acquiring, furnishing, equipping, owning, improving,
enlarging, operating and maintaining a building or buildings, automobile parking lots
or structures, recreational facilities and stadiums, and the necessary site or sites
therefor, for the use of the County; and
WHEREAS, the County desired to acquire various facilities located in the
County of Oakland to be used by the Oakland County Community Mental Health
Authority (the 'CM HA") (the 'Project"), and the Authority acquired the Project; and
WHEREAS, it is proposed that the Authority refinance part of the outstanding
Oakland County Building Authority, Building Authority Bonds, Series 2007, dated
August 1, 2007 (the "2007 Bonds") issued by the Authority pursuant to the Full
Faith and Credit General Obligation Lease Contract dated as of December 1, 2006
(the'Lease Contract") and a Sublease between the County and the CMHA dated as of
June 27, 2007 (the"Sublease") and Act 31; and
WHEREAS, in order to make possible the issuance of refunding bonds it is
necessary for the parties to enter into this Amendment to Lease Contract.
THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS
AND AGREEMENTS SET FORTH BELOW, IT IS HEREBY AGREED BY AND
BETWEEN THE PARTIES TO THIS AMENDMENT TO LEASE CONTRACT AS
FOLLOWS:
A. The following paragraphs 24 and 25 are added to the Lease Contract
to read as follows:
24. Authorization and Issuance of Refunding Bonds. As soon as practicable
after the effective date of the Amendment to Lease Contract, the Authority shall
proceed to issue its building authority refunding bonds in the aggregate principal
amount of not to exceed $3,300,000 (the'Refunding Bonds"), pursuant to and in
accordance with the provisions of Act 31, for the purpose of
refunding the Building Authority Bonds, Series 2007, dated as of August 1,2007
maturing in the years 2015 through 2025.
The Authority shall pledge for the payment of the principal of and interest on the
Refunding Bonds the cash rental payments described and required to be paid by the
County pursuant to the Lease Contract and this Amendment to Lease
Contract. The Refunding Bonds shall be dated August 1,2014 or such earlier or later
date as to be determined. The Refunding Bonds shall bear interest at a rate or
rates that will produce a savings true interest cost and shall mature in
accordance with the Debt Retirement Schedule set forth on Exhibit A to this
Amendment to Lease Contract. Each date on which any payment of principal of
and/or interest on any Refunding Bonds is due is referred to herein as a "Bond
Payment Date".
The County and the Authority recognize and acknowledge that
(a) such Debt Retirement Schedule is based upon an assumed interest rate
and date of issuance of the Refunding Bonds and assumed Bond Payment Date, all
as set forth in Exhibit A, (b)the Bond Payment Dates will be specified in the Award
Resolution and
(c) the rental payments due under this Amendment to Lease Contract will be
determined when the Award Resolution is adopted by the Authority and the Refunding
Bonds are sold, by application of the rate or rates of interest actually borne by the
Refunding Bonds.
25. Undertaking to Provide Continuing Disclosure for
Refunding Bonds. The County and the Authority hereby covenant and agree, for
the benefit ofthe beneficial owners of the Refunding Bonds, to
enter into a written undertaking (the "Undertaking") required by SEC Rule
15c2-12 promulgated by the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934 (the "Rule") to provide continuing
disclosure of certain financial information and operating data and timely
notices ofthe occurrence of certain events in accordance with the
Rule. This Undertaking shall be enforceable by the beneficial owners of
the Refunding Bonds or by the Purchaser(s) on behalf of such
holders (provided that the Purchaser(s) right to enforce the provisions of this
Undertaking shall be limited to a right to obtain specific enforcement of the obligations
hereunder and any failure by the County and the Authority to comply
with the provisions of this Undertaking shall not be an event of default with respect to the
Refunding Bonds).
The County Treasurer and the Chairperson or Treasurer of the Authority, or
other officer of the County or Authority charged with the responsibility for issuing
the Refunding Bonds, shall provide a Continuing Disclosure Certificate for inclusion
in the transcript of proceedings, setting forth the details and terms of the County § and
Authority's Undertaking."
2
IN WITNESS WHEREOF, the OAKLAND COUNTY BUILDING AUTHORITY,
by its Commission, and the COUNTY OF OAKLAND, by its Board of
Commissioners, have caused this Amendment to Lease Contract to be signed by their
duly authorized officers, and their seals to be affixed hereto, all as of the day and year
first above written.
WITNESSES TO OAKLAND COUNTY BUILDING AUTHORITY
SIGNATURES OF
AUTHORITY OFFICERS: By:
Chairperson of its Commission
- Secretary of its Commission
WITNESSES TO
SIGNATURES OF COUNTY
OFFICERS:
COUNTY OF OAKLAND
By:
Chairperson, Board of Commissioners
By:
County Clerk
By:
3
STATE OF MICHIGAN)
)ss.
COUNTY OF OAKLAND)
On this day of , before me appeared
and , to me personally known,
W ho being by me duly sworn, did each say that they are, respectively, the
Chairperson and the Secretary of the Commission of the OAKLAND COUNTY
BUILDING AUTHORITY and that the foregoing Amendment to Lease Contract was
signed and sealed by them on behalf of the Authority by authority of its Commission,
and that such persons acknowledged such instrument to be the free act and deed of
the Authority.
Notary Public, Oakland County,
Michigan
My Commission Expires:
(Seal)
STATE OF MICHIGAN)
) Ss .
COUNTY OF OAKLAND)
On this day of , before me appeared ,
and , to me personally
known, who being by me duly sworn, did each say that they are, respectively, the
Chairperson of the Board of Commissioners and the County Clerk of the COUNTY OF
OAKLAND and that the foregoing Amendment to Lease Contract was signed and
sealed by them on behalf of the County by authority of its Board of Commissioners,
and that such persons acknowledged such instrument to be the free act and deed of the
County.
(Seal)
Notary Public, Oakland County,
Michigan
My Commission Expires:
4
Tincipal.
EXHISITA
Period
Ending
3/1/15
3/1/16
3/1/17
3/1/18
3/1/19
3/1/20
3/1/21
3/1/22
3/1/23
3/1/24
3/1/25
Annual. Interest
Haig
Total.
$
U
Resolution #14153 July 16, 2014
Moved by Weipert 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, Hatchett, Jackson, Long, Matis, McGillivray,
Middleton, 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).
- 7-
I HEREBY APPROVE THIS 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 July 16. 2014,
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 16th day of July 2014.
Lisa Brown, Oakland County