HomeMy WebLinkAboutResolutions - 2014.07.31 - 21437MISCELLANEOUS RESOLUTION #14164 July 16, 2014
BY: Planning and Building Committee, Jim Runestad, Chair
IN RE: RESOLUTION APPROVING AN AMENDMENT TO SUBLEASE IN
CONNECTION WITH THE OAKLAND COUNTY COMMUNITY MENTAL HEALTH
AUTHORITY HOUSING PROJECT LOCATED IN OAKLAND COUNTY, MICHIGAN
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS, the Oakland County Building Authority (the
"Authority") has entered into a contract with the County of
Oakland (the "County") to acquire various facilities (the
"Project") which will be subleased by the Oakland County
Community Mental Health Authority of the County of Oakland,
Michigan ("CMHA"); and
WHEREAS, an amendment to sublease (the "Amendment to
Sublease") has been prepared for that purpose a copy of which is
attached as Appendix I.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
COMMISSIONERS OF THE COUNTY OF OAKLAND, MICHIGAN, as follows:
1. The Amendment to Sublease attached as Appendix I is
approved and the officers of the County designated thereon are
authorized to execute and deliver the same on behalf of the
County.
2. All resolutions and parts of resolutions, insofar as
they conflict with the foregoing resolution are hereby
rescinded.
Chairperson, on behalf of the Planning and Building
Committee, I move the adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
PLANNING & BUILDING COMMITTEE
Motion carried unanimously on a roll cail vote with Woodward absent.
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APPENDIX I
AMENDMENT TO SUBLEASE
THIS AMENDMENT TO SUBLEASE ("Amendment to Sublease") made
and entered into this first day of August, 2014, by and between
the COUNTY OF OAKLAND, a Michigan municipal and constitutional
corporation (the "County"), and the OAKLAND COUNTY COMMUNITY
MENTAL HEALTH AUTHORITY ("CMHA"), a Mental Health Authority
organized and existing under and pursuant to the provisions of
Public Act No. 258 of the Public Acts of Michigan of 1974, as
amended by Public Act No. 290 of the Public Acts of Michigan of
1995 (the "Act"), and
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 (the "Lease Contract") and a Sublease between the County
and the Oakland County Community Mental Health Authority (the
"CMHA") 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 (the "Prior Bonds") to defray the cost of acquiring various
facilities located throughout the County to be used by the CMHA;
and
WHEREAS, the Authority may call the Prior Bonds maturing on
March 1, 2015 through March 1, 2025 on September 1, 2014; and
WHEREAS, the Prior Bonds were issued at a time when interest
rates were much higher than is currently the case and,
accordingly, bear rates of interest in excess of current tax-
exempt interest rates; and
WHEREAS, the CMHA, the County and the Authority have
determined that it is necessary and appropriate at this time to
issue a series of refunding bonds to be known as the Oakland
County Building Authority Refunding Bonds, Series 2014 (the
"Refunding Bonds"), to refund in part the Prior Bonds; and
WHEREAS, in order permit the issuance of the Refunding Bonds
and to reflect the new debt retirement schedule, which will
result from the issuance of the Refunding Bonds, it is necessary
to adopt this Amendment to Sublease.
THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS AND
AGREEMENTS CONTAINED HEREIN, IT IS HEREBY AGREED BY AND BETWEEN
THE PARTIES TO THIS AMENDMENT TO SUBLEASE AS FOLLOWS:
1. Authorization and Issuance of Refunding Bonds. The County
intends to cause the Authority to issue its Oakland County
Building Authority Refunding Bonds, Series 2014 in the aggregate
principal amount of not to exceed $3,300,000 (the "Refunding
Bonds") for the purpose of refunding the Prior Bonds which will
result in a net interest cost to the Authority substantially
less than the interest cost on the old bonds, which Refunding
Bonds are to be dated as of the first day of August 2014.
Interest shall be payable semiannually and shall begin as
specified in the Refunding Bond resolution, until maturity of
the Refunding Bonds in accordance with the Debt Retirement
Schedule set forth on Exhibit A-1 to this Amendment to Sublease.
Each date on which any payment of principal of and/or interest
on any Refunding Bond is due is referred to herein as a
"Refunding Bond Payment Date." The Refunding Bonds may be
payable on the first day of a different month if necessary to
match rental income paid to the County.
The County and CMHA recognize and acknowledge that:
a. The Estimated Debt Retirement Schedule is based upon
an estimated interest rate and date of issuance of the Refunding
Bonds, and assumed Refunding Bond Payment Dates, all as set
forth in EXHIBIT A-1. The actual Debt Retirement Schedule as
set forth in blank in EXHIBIT A-2 will be completed after the
Refunding Bonds are sold.
b. The Refunding Bonds shall not be subject to redemption
prior to maturity. The County agrees that upon request it shall
cause the Authority to defease the Refunding Bonds, provided
that CMHA has deposited or will deposit sufficient money to
permit such defeasance with the Authority prior to defeasance of
such Refunding bonds.
2. Agreement as to use of the Project. CMHA agrees that in
order to assure the County and the Authority that the Refunding
Bonds issued to finance the Project are exempt from federal
income taxes that it will execute and deliver, prior to the
delivery of the Refunding Bonds, an Arbitrage Certificate in the
form attached hereto as EXHIBIT B. CMHA further agrees that
during the term of this Amendment to Sublease, it will cause all
use of the Project to comply with its representations made in
the Arbitrage Certificate attached as EXHIBIT B.
2
3. Failure to Comply with Paragraph 2. CMHA agrees that if
for any reason it cannot continue to comply with Paragraph 2, it
will before this occurs immediately proceed to refinance the
Project through conventional financing and thereafter acquire
the Project from the County under the same terms and conditions
as are set forth in its Option to Purchase set forth in
Paragraph 5. (Arbitrage Certificate)
4. Contractual Rights of Refunding Bondholders. Inasmuch as
this Amendment to Sublease provides the security for payment of
the principal and interest on the Refunding Bonds, it is hereby
declared that this Amendment to Sublease is made for the benefit
of the holders from time to time of the Refunding Bonds, as well
as for the benefit of the parties, that such holders shall have
contractual rights under this Amendment to Sublease. In the
event of any default under this Amendment to Sublease on the
part of CMHA, the County and the Authority and the holders of
the Refunding Bonds shall have all rights and remedies provided
by law. The parties further agree that they will not do, or
permit to be done, any act, and that this Amendment to Sublease
will not be amended in any manner, which would impair the
security of the Refunding Bonds or the rights of the holders of
the Refunding Bonds.
5. Option to Purchase. CMHA shall continue to have an option
to purchase the Leased Premises from the County during the term
of this Amendment to Sublease so long as CMHA is not in default
of any provision of this Amendment to Sublease. If CMHA is in
default of any provision of this Amendment to Sublease the
County will have sole discretion as to whether to allow CMHA to
exercise the option under this Paragraph. The option shall be
exercisable on six (6) months notice to the County, which notice
shall be addressed to the Oakland County Clerk, County Service
Center, Building 412 East, 1200 N. Telegraph Road, Pontiac,
Michigan 48341, a copy to the Oakland County Executive at the
Executive Office Building, Building #41 West, 2100 Pontiac Lake
Road, Waterford, Michigan, 48328 and a copy to the Department of
Corporation Counsel at 1200 N. Telegraph Road, Department 419,
Pontiac, Michigan, 48341. The conveyance of the Leased Premises
shall be contingent upon payment to the County of: (a) all
outstanding principal and interest due on the Refunding Bonds to
be issued together and all expenses of establishing an Escrow to
Defease the Refunding Bonds on the date the Leased Premises are
to be conveyed to CMHA, and (b) payment of all other expenses of
the County related to transferring title to CMHA under this
option.
6. Original Sublease Otherwise Remains in Effect. Except as
provided in this Amendment to Sublease, the original Sublease
dated as of June 27, 2007 shall remain in full force and effect.
7. Severability. Any provision of this Amendment to Sublease
which is found by a court of competent jurisdiction to be
invalid, void or illegal shall in no way affect, impair or
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invalidate any other provisions contained in this Amendment to
Sublease and such other provisions shall remain in full force
and effect.
8. Choice of Law. This Amendment to Sublease shall be governed
by Michigan law. The language of all parts of this Amendment to
Sublease is intended to and under all circumstances shall be
construed as a whole according to its fair meaning and not
strictly construed for or against any party.
9. Successors and Assigns. This Amendment to Sublease shall
inure to the benefit of, and be binding upon, the respective
parties hereto and their successors and assigns, provided,
however, that no assignment shall be made in violation of the
terms of this Amendment to Sublease nor shall any assignment be
made by CMHA without the approval of the County or which would
impair the security of the Refunding Bonds or the rights of the
holders of the Refunding Bonds.
10. Consents, Notices, Etc. The right to give any consent,
agreement or notice required or permitted in this Amendment to
Sublease shall be vested, in the case of the County, in its
Board of Commissioners, and in the case of CMHA, in its Board.
Any notice required or permitted to be given under this
Amendment to Sublease shall be given by delivering the same, in
the case of the County, to the County Clerk, and in the case of
CMHA, to its Executive Director.
11. Changes in Law or Corporate Status. In the event there
shall occur changes in the Constitution or statutes of the State
of Michigan which shall affect the organization, territory,
powers or corporate status of CMHA or the County, the terms and
provisions of this Amendment to Sublease shall be unaffected
thereby insofar as the obligation of CMHA to make the cash
rental payments is concerned. In the event of a change in the
Constitution or statutes of the State of Michigan which has the
effect of dissolving CMHA at any point in time prior to
retirement of the bond issue, then CMHA agrees that the Project,
or any portion of the Project, may be sold to satisfy the
obligation on the Refunding Bonds. Further, CMHA agrees that any
deficiency between the net sale price available to be applied to
retire the Refunding Bonds and the amount needed to retire the
Refunding Bonds will be paid to the Authority by CMHA, and be
applied to retire the Refunding Bonds. CMHA further agrees to
make no claim for any equity it has in the Project until the
Refunding Bonds are paid off and retired. The proceeds of any
sale or other liquidation of any interest of CMHA in the Project
are hereby impressed with a first and prior lien for payment of
any outstanding Refunding Bonds or other obligations of the
Authority incurred by reason of the Project or any additions or
improvements thereto.
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12. Remedies. The County shall have available to it any and all
remedies allowed under this Amendment to Sublease, law, equity
or P.A. 1948 No. 31, to enforce the terms and conditions of this
Amendment to Sublease.
13. Effective Date of Amendment to Sublease. This Amendment to
Sublease shall become effective on the date of execution.
IN WITNESS WHEREOF, for an in consideration of the mutual
assurances, promises, acknowledgements, and representations set
forth in this Amendment to Sublease, the OAKLAND COUNTY
COMMUNITY MENTAL HEALTH AUTHORITY, by ITS Board, and the COUNTY
OF OAKLAND, by its Board of Commissioners, have caused this
Amendment to Sublease 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.
WITNESS: OAKLAND COUNTY COMMUNITY MENTAL
HEALTH AUTHORITY
By:
and
By:
COUNTY OF OAKLAND
By:
Chairman, Board of Commissioners
By:
County Clerk
Las.r4-oak261
5
EXHIBIT A-1
$3,110,000
Oakland County Building Authority
Building Authority Refunding Bonds, Series 2014
NEW DEBT SERVICE
Total Annual
Date Principal Price Coupon Interest Debt Service Total
09/01/14
03/01/15
09/01/15
03/01/16
09/01/16
03/01/17
09/01/17
03/01/18
09/01/18
03/01/19
09/01/19
03/01/20
09/01/20
03/01/21
09/01/21
03/01/22
09/01/22
03/01/23
09101/23
03/01/24
09/01/24
03/01/25
$280,000.00
275,000.00
275,000.00
290,000.00
285,000.00
305,000.00
300,000,00
325,000.00
320,000.00
340,000.00
115,000.00
2111.1=2Q,
100.000%
100.000%
100.000%
100.000%
100.000%
100.000%
100.000%
100.000%
100.000%
100.000%
100.000%
2.000%
2.000%
2.000%
2.000%
2.100%
2.400%
3.800%
3.300%
3.400%
3.600%
3.800%
$49,770.00
42,660.00
39,860,00
39,860.00
37,110.00
37,110.00
34,360.00
34,360.00
31,460,00
31,460.00
28,467.50
28,467,50
24,807.50
24,807.50
19,107.50
19,107.50
13,745.00
13,745.00
8,305.00
8,305.00
2,185.00
2,185.00
$49,770.00
322,660.00
39,860.00
314,860.00
37,110.00
312,110.00
34,360.00
324,360.00
31,460.00
316,460.00
28,467.50
333,467.50
24,807.50
324,807.50
19,107.50
344,107.50
13,745.00
333,745.00
8,305.00
348,305.00
2, '185.00
117,185.00
$49,770.00
362,520.00
351,970.00
346,470.00
355,820,00
344,927.50
358,275.00
343,915.00
357,852.50
342,050.00
350,490.00
117,185.00
1U1245.00, $a
Dated Date: 02/01/14 Principal: $3,110,000.00
Closing Date: 02/11/14 Accrued Interest: 2,370.01
Credit Enhancement: 0.00
Orig Issue Prem/(Disc): 0.00
ciedlrefundloakland \BA 2007- Exhibit A-1.xls 1/3/2014
EXHIBIT A-1
[PLEASE ATTACH R4 -0AK2 61 . EXEIIBIT A-1]
EXHIBIT A-2
[TO BE INSERTED AFTER BONDS ARE SOLD]
2
EXHIBIT B
[CMHA'S ARBITRAGE CERTIFICATE]
[PLEASE ATTACH R4-Oak261.Exhibit B]
EXHIBIT B
$
OAKLAND COUNTY BUILDING AUTHORITY
Oakland County, Michigan
OAKLAND COUNTY BUILDING AUTHORITY
BUILDING AUTHORITY REFUNDING BONDS, SERIES 2014
TAX CERTIFICATE OF
OAKLANI COUNTY COMMUNITY MENTAL HEALTH AUTHORITY
RELATING TO ARBITRAGE LIMITATIONS,
PRIVATE ACTIVITY BOND REQUIREMENTS, AND
MISCELLANEOUS RESTRICTIONS
ISSUED:
,2014
OAKLAND COUNTY BUILDING AUTHO RI TY
Oakland County, Michigan
OAKLAND COUNTY BUILDING AUTHORITY
BUILDING AUTHORITY REFUNDING B NDS, SERIES 2014
TAX CERTIFICATE OF
OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY
RELATING TO ARBITRAGE LIMITATIONS,
PRIVATE ACTIVITY BOND REQUIREMENTS AND
MISCELLANEOUS RESTRICTIONS
TABLE OF CONTENTS
Paae
PURPOSE OF CERTIFICATE 1
1. Good Faith Certification 1
2. Incorporation of Underwriter's Certificate and Bond Insurer's Certificate 1 3, Reliance by Bond Counsel
PART I. IDENTIFICATION OF STATUS OF ISSUER, OF REFUNDING BONDS AND OF MATTERS
CONCERNING ARBITRAGE LIMITATIONS
INTRODUCTION
4. Certificate Required by Regulations
STATUS OF ISSUER
5. Issuer a Political Subdivision 2
PURPOSE 2
6. Issuance and Purpose of Refunding Bonds 2
BOND TERMS, DATES AND PRICES
7. Terms of the Refunding Bonds in General
8. Sale Date; Purchase Price 3
9. Issue Price; Plain Par Refunding Bonds 3
10. Identification of Is sue 3
11. Identification of Issue Date 3
12. Actual and Constructive Receipts 3
YIELD 3
13. Fixed Yield Issue 3
14. Redemption Prior to Maturity 4
15. No Hedges 4
16. Yield of the Refunding Bonds 4
PROCEEDS AND DEPOSITS 4
17. Identification of Sale Proceeds 4
18. Deposit of Sale Proceeds 4
19. Identification and Deposit of Investment Proceeds 4
20. Other Amounts 5
SINGLE PURPOSE ISSUE
21. Single Purpose
REASONABLY REQUIRED RESERVE FUNDS 22. No Reserve Fund
5
5
5
5 23. No Minor Portion 5
CERTAIN REPLACEMENT PROCEEDS: DEBT SERVICE FUNDS 5 24. Security and Payment of Refunding Bonds 5 25. Bona Fide Debt Service Fund 6 26. Investment of Principal and Interest Fund 6 27. No Other Debt Service or Pledged Funds 6 28. No Negative Pledges 6
OTHER REPLACEMENT PROCEEDS 6 29. No Other Funds For Purposes 6 30. Term Not Longer Than Necessary 6
ABUSIVE DEVICES 7 31. No Abusive Devices ABUSIVE DEVICES 7
COMPLIANCE WITH REBATE REQUIREMENT 7 32. Covenant of the Issuer
7
PART II. PRIVATE ACTIVITY BOND REQUIREMENTS
33. Identification of Users 7 34. Qualified General Public Use 7 35. No Management Contract or Operating Contract 7 36. No Other Special Entitlements 7 37. No Private Business Use 8
RESTRICTIONS APPLICABLE TO ALL PRIVATE ACTIVITY REFUNDING BONDS
38. Substantial User Limit 8 39. Maturity Limit 8
SPECIAL RULES FOR OUTPUT FACILITIES 8 40. Safe Harbor for Leases and Other Use Agreement 8
PRIVATE LOAN FINANCING TEST 8 41. No Loans 8 42. Prohibited Facilities 8
DEFEASANCE REMEDIAL ACTION LIMITATION 8 43. Compliance with Limitation on Regulatory Defeasance Remedial Action 8
MINOR PORTION
PART III. MISCELLANEOUS RESTRICTIONS
GENERAL LIMITATIONS 9
44. Registered Refunding Bonds 9
45. No Federal Guarantee 9
46. No Advance Refunding 9
47. Information Reporting Requirement 9
48. Pooled Financing Bond Limitation 9
49. Hedge Bond Restriction 9
GENERAL ACCOUNTING CONCEPTS; RECORDKEEPING
50. Adoption of Accounting Concepts 9
61. Recordkeeping 10
OAKLAND COUNTY BUILDING AUTHORITY
Oakland County, Michigan
OAKLAND COUNTY BUILDING AUTHORITY
BUILDING AUTHORITY REFUNDING BONDS, SERIES 2014
TAX CERTIFICATE OF
AKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY
RELATING TO ARBITRAGE LIMITATIONS,
PRIVATE ACTIVITY BOND REQUIREMENTS AND
MISCELLANEOUS RESTRICTIONS
PURPOSE OF CERTIFICATE
1. Good Faith Certification. I, the undersigned officer of the Oakland County Community Mental Health Authority (the "CMHA"), a community mental health
organization which operates in Oakland county pursuant to Act No. 258 of the Public
Acts of Michigan of 1954, as amended, which is obligated under a sublease dated June
27, 2007 and an Amendment to Sublease dated as of February 1, 2014 between CMHA
and the County of Oakland, Michigan (the "County"). The County has caused the
Oakland County Building Authority (the "Authority" or "Issuer") to issue its $ principal amount of Oakland County Building Authority Building Authority Refunding
Bonds, Series 2014 (the "Refunding Bonds"), and I hereby certify in good faith that, with
respect to the issuance of the Refunding Bonds, the use and investment of the proceeds of
the Refunding Bonds and related matters, this certificate sets forth the reasonable
expectations of the Issuer.
I also certify that this certificate states the facts and estimates that form the basis
for the Issuer's expectations and acknowledge that this certificate is evidence of the
Issuer's expectations, but does not establish any conclusions of law or any presumptions
regarding the Issuer's actual expectations or their reasonableness.
I also certify that I am knowledgeable with respect to the facts and estimates set
forth in this certificate and that the facts and estimates set forth in this certificate are true
and correct as of the date hereof.
2. Incorporation of Underwriter's Certificate. Significant portions of this certificate are based on information provided by as underwriter of the Refunding Bonds (the "Underwriter"), in the Certificate of the Underwriter (the
"Underwriter's Certificate") included elsewhere in the transcript for the Refunding
Bonds. The Underwriter's Certificate is incorporated in this certificate by this reference. I
have no contrary information and believe I am prudent in relying on such information.
3. Reliance by Bond Counsel. I understand and agree that the facts and estimates in this certificate and in the Underwriter's Certificate will be relied upon by Axe &
Ecklund, P.C., bond counsel, in expressing its opinion that the interest on the Refunding
Bonds is excludable from gross income for Federal income tax purposes.
PART I. IDENTIFICATION OF STATUS OF CMHA AND OF MATTERS
CONCERNING ARBITRAGE LIMITATIONS
INTRODUCTION
4. Certificate Required by Regulations. For matters relating to Section 148 of the
Internal Revenue Code of 1986 (the "Code"), this certificate is made pursuant to Income
Tax Regulations (the "Regulations") Section 1.148-2(b)(2)(i) requiring the certification
of an issuer's expectations pertaining to arbitrage matters as of the issue date of the
Refunding Bonds. I confirm that I understand CMHA has a responsibility to set forth in
this certificate, directly or by reference to incorporated certificates, all facts and matters
relevant to the determination of whether the Refunding Bonds are "arbitrage bonds."
STATUS OF CMHA
5. CMHA incorporated by Political Subdivisions. CMTIA has been formed as a
corporate body by the county of Oakland, Michigan as a community mental health
organization which operates in Oakland County pursuant to Act No. 258 of the Public
Acts of Michigan of 1954, as amended.
PURPOSE
6. Issuance and Purpose of Refunding Bonds. The Refunding Bonds are being
issued pursuant to the Issuer's Resolution Authorizing the Issuance of Refunding Bonds,
adopted on January 8, 2014 (the "Authorizing Resolutions"), for the purpose of refunding
the Oakland County Building Authority Building Authority Refunding Bonds, Series
2014 in the amount of $
BOND TERMS, DATES AND PRICES
7. Terms of the Refunding Bonds in General. The Refunding Bonds will be
issued in a single series in the principal amount of $ , will be dated February
1, 2014, and will bear interest from their date, payable semiannually on September 1 and
March 1, beginning September 1, 2014. The Refunding Bonds will mature on March 1 in
the years and the amounts, will bear interest at the rates, and will have the initial offering
prices, set forth below:
Year Principal
(March I) Amount
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Interest Offering Price
Rate f% of Par)
(2)
8. Sale Date; Purchase Price. The Refunding Bonds were sold, pursuant to public solicitation, on , 2014 (the "Sale Date"), by the Issuer to the Underwriter at a price of $ . This price (the "Purchase Price") represents the principal amount of the Refunding Bonds of $ , less Underwriter's discount of $ , plus accrued interest of $
9. Issue Price; Plain Par Refunding Bonds
(a) In the Underwriter's Certificate, the Underwriter has certified that, on
the Sale Date, the Refunding Bonds were to be sold to the public at the initial
offering prices set forth in paragraph 7 resulting in an aggregate initial offering
price of $ , representing the principal amount of the Refunding Bonds of $ , plus accrued interest of $ . This price represents the issue price of the Refunding Bonds (the "Issue Price").
(b) There is original issue premium or original issue discount for maturities of the Refunding Bonds and each maturity of the Refunding
Bonds is issued for a price that does not include accrued interest other than pre-
issuance accrued interest. Each maturity of the Refunding Bonds bears interest at
a single, stated, fixed rate. Each maturity of the Refunding Bonds has a lowest
stated redemption price (the amount payable at maturity) that is not less than its
outstanding principal amount. By reason of the statements in this subparagraph,
the Refunding Bonds are "plain par bonds" under Regulations Section 1.148-1(b).
10. Identification of Issue. All of the maturities of the Refunding Bonds were sold on the same date, namely the Sale Date, pursuant to the same plan of financing, and will
be paid from substantially the same source of funds. As a result, all of the maturities of
the Refunding Bonds are part of a single issue of obligations of the Issuer. No other
Refunding Bonds of the Issuer sold on the Sale Date or within 15 days of the Sale Date
are reasonably expected to be paid from substantially the same source of funds as the
Refunding Bonds
11, Identification of Issue Date. The Refunding Bonds are being delivered by the Issuer to the Underwriter on the date hereof in exchange for the Purchase Price. The
interest on the Refunding Bonds begins to accrue as of the dated date of the Refunding
Bonds (namely, 1, 2014) and therefore the date hereof is not earlier than the first
day on which interest on the Refunding Bonds begins to accrue. By reason of the facts set
forth in this paragraph, the Refunding Bonds are being issued on the date hereof
, 2014) and, therefore, the date hereof is the issue date of the Refunding Bonds
(the "Issue Date").
12. Actual and Constructive Receipts. The actual receipts derived from the sale of the Refunding Bonds will be the Purchase Price. The constructive receipts from the sale
of the Refunding Bonds will be the Issue Price. The difference between the Purchase
Price and the Issue Price ($ ) is being retained by the Underwriter as compensation.
YIELD
13. Fixed Yield Issue. The principal and interest on the Refunding Bonds is fixed, determinable and unconditionally payable. By reason of these facts, the Refunding Bonds
are a fixed yield issue.
(3)
14. Redemption Prior to Maturi,`y.
The Refunding Bonds maturing are not subject to redemption.
15. No Hedges, CMHA has not entered into, and does not reasonably expect to
enter into, a contract such as an interest rate swap, an interest rate cap, a futures contract,
a forward contract or an option or any other hedge contract in connection with the
Refunding Bonds.
16. Yield of the Refunding Bonds. Based on the principal and interest payments
and the issue prices of the maturities of the Refunding Bonds, as well as the facts set forth
in paragraphs 13 through 15, the yield of the Refunding Bonds is %, determined on
the basis of discounting the principal and interest payments on the Refunding Bonds to
the Issue Price of the Refunding Bonds as of the Issue Date, less the premium for the
Policy.
PROCEEDS AND DEPOSITS
17. Identification of Sale Proceeds. Of the Issue Price of the Refunding Bonds, the
amount of $ represents interest that accrued on the Refunding Bonds for the period
from their dated date (February 1, 2014) to the Issue Date, which is a period of less than
one year. The accrued interest will be deposited in the Bond and Interest Principal and
Interest Fund (the "Principal and Interest Fund") and used for the payment of interest on
the Refunding Bonds on the first interest payment date for the Refunding Bonds
(September 1, 2014), which date is within one year of the Issue Date. By reason of the
facts set forth in this paragraph, the accrued interest does not represent sale proceeds of
the Refunding Bonds under Regulations Section 1.148-1(b). The remaining portion of the
Issue Price of $ (representing the Issue Price of $$ , minus the accrued interest
of $ ) represents sale proceeds of the Refunding Bonds.
18. Deposit of Sale Proceeds. Of the sale proceeds, $ (being the
difference between the Issue Price and the Purchase Price) represents sale proceeds spent
on the Issue Date for the Underwriter's compensation. These sale proceeds will not be
deposited or invested. The accrued interest and the remaining sale proceeds will be spent
or deposited as follows:
(a) $ (representing accrued interest) will be deposited in the
Principal and Interest Fund; and
(b) $ will be deposited in the Escrow Fund and of the amount
deposited in this fund not more than $ will be used to pay cost of issuance.
19. Identification and Deposit of Investment Proceeds. The investment proceeds
of the Refunding Bonds consist of interest earnings and gains derived from the sale
proceeds of the Refunding Bonds. The investment proceeds will be deposited as follows:
(a) Earnings and gains, if any, derived from investment of sale proceeds
deposited in the Escrow Fund will be retained in that Fund until expenditure of
sale proceeds in the Escrow Fund.
(b) Earnings and gains derived from the investment of accrued interest
deposited in the Principal and Interest Fund and amounts, if any, transferred to the
Principal and Interest Fund from the Acquisition and Renovation Fund will be
(4)
retained in the Principal and Interest Fund to be used for debt service on the
Refunding Bonds.
20. Other Amounts. The Issuer will cause the costs of issuance of the Refunding Bonds (other than the Underwriter's compensation) to be paid from the Escrow Fund.
Except as referenced in this paragraph, there are no amounts that are or will be available
for the governmental purposes of the Refunding Bonds, namely, the payment of costs of
the Project.
SINGLE PURPOSE ISSUE
21. Single Purpose. The components of the Project are functionally related capital projects that qualify for the same initial temporary period and the Refunding Bonds,
therefore, are being treated as having a single governmental purpose.
REASONABLY REQUIRED RESERVE FUNDS
22. No Reserve Fund. A invested reserve for debt service on the Refunding Bonds is not being established with the proceeds of the Refunding Bonds or otherwise.
MINOR PORTION
23. No Minor Portion. All sale proceeds and investment proceeds will be invested, if at all, only as described in the above paragraphs. A minor portion is not
expected to be required for investment of those amounts.
CERTAIN REPLACEMENT PROCEEDS: PRINCIPAL AND INTEREST
FUND
24. Security and Payment of Refunding Bonds. The Issuer will pay the principal of, and interest on, the Refunding Bonds from lease rentals made by the County as herein
described and any other lawful source. The bond payments will not be in excess of the cash rentals payments pledged to the payment of principal of and interest on the
Refunded Bonds pursuant to the terms of the Full Faith and Credit General Obligation
Lease Contract, dated as of , 2007, as amended by the Amendment to Lease Contract dated as of January 1, 2014 between the Issuer and the County (together the
"Lease"). The County has pledged its full faith and credit for the payment of the Lease
when due and agrees that it will levy each year such ad valorem taxes as shall be necessary for payment of the Lease, subject to applicable constitutional and statutory
limitation on the taxing powers of the County, which tax levy shall be reduced by
amounts set aside for payment of the Refunding Bonds. Pursuant to the Sublease, dated
as of June 27, 2007, as amended by the Amendment to Sublease date as of February 1,
2014, by and between the County and CMHA, the County is subleasing the Project to
CMHA and the County intends to use the payments from CMHA to satisfy the lease
payments owing to the Issuer.
25. Bona Fide Debt Service Fund. The Principal and Interest Fund will be used primarily to achieve a proper matching of net revenues and debt service on the Refunding
Bonds within each bond year. The Principal and Interest Fund will be depleted at least
once each bond year except for a reasonable carryover amount not exceeding the greater
of one year's earnings on the Principal and Interest Fund or 1112 th of principal and interest payments on the Refunding Bonds for the immediately preceding bond year.
(5)
Accordingly, the Principal and Interest Fund is a "bona fide debt service fund" within the
meaning of the Regulations Section 1.1484(b).
26. Investment of Principal and Interest Fund. Amounts deposited in the Principal
and Interest Fund will be invested without yield restriction pursuant to Regulations
Section 1.148-2(e)(5)(ii) (establishing a temporary period of 13 months for amounts in a
bona fide debt service fund). Earnings on the Principal and Interest Fund will be retained
in that Fund and applied as a credit against debt service due on the Refunding Bonds.
27. No Other Debt Service or Pledged Funds. CIVIHA will establish no funds or
accounts for the purpose of paying debt service on the Refunding Bonds other than as
referenced above, and there are no funds (other than the Principal and Interest Fund) or
other amounts not described herein that are intended or expected to be used to pay
principal or interest on the Refunding Bonds or that will be pledged as security therefor.
28. No Negative Pledges. There is no agreement not already discussed in this
certificate that requires CMHA to maintain an amount at a particular level for the direct
or indirect benefit of the holders of the Refunding Bonds.
OTHER REPLACEMENT PROCEEDS
29. No Other Funds for Purposes. The purpose of the Refunding Bonds is to
enable the Issuer to pay the costs of the Project. There are no other funds that have a
sufficiently direct nexus to the Refunding Bonds or the Project to conclude that the
amounts would have been used for the Project if the proceeds of the Refunding Bonds
were not to be used for the Project (excluding amounts which are merely available or
preliminarily earmarked for the Project).
30. Term Not Longer Than Necessary.
(a) The Refunding Bonds will not be outstanding longer than necessary
for the purposes for which the Refunding Bonds are being issued and no
replacement proceeds will therefore arise by reason of a longer term of the
Refunding Bonds than reasonably necessary because the weighted average
maturity of the Refunding Bonds does not exceed 120 percent of the weighted
average reasonably expected economic life of the Project.
(b) The weighted average maturity of the Refunding Bonds is
years.
(c) The reasonably expected weighted average economic life of the
Project is 30 years, based on the experience of the Issuer.
(d) The maximum permitted weighted average maturity of the Refunding
Bonds is 36 years (being 120% of 30 years).
(6)
ABUSIVE DEVICES
31. No Abusive Devices,. Because all gross proceeds of the Refunding Bonds are entitled to he invested during temporary periods, there is no investment to exploit the
difference between tax-exempt and taxable interest rates. In addition, because the
Refunding Bonds will not be issued for a term whose weighted average maturity exceeds
120 percent of the reasonably expected economic life of the capital facilities being
financed (as set forth in paragraph 29), and because the principal amount of the
Refunding Bonds is not greater than required to provide for the purpose of the Refunding
Bonds, the Refunding Bonds will not remain outstanding longer, or be issued in an
amount larger, than is otherwise reasonably necessary to accomplish the governmental
purposes of the Refunding Bonds and thus will not overburden the tax-exempt market.
COMPLIANCE WITH REBATE REQUIREMENT
32. Covenant of CMHA. CMHA hereby covenants that it shall take all action, and refrain from taking any action, that is necessary, including paying any rebates to the
United States government that may be required by the Internal Revenue Code of 1986, as
amended, so as not to impair the exclusion of the interest on the Refunding Bonds from
gross income for federal income tax purposes. CMHA acknowledges that by this
covenant CMHA is covenanting to take all actions necessary to assure compliance with
Section 148(f) of the Code and applicable Regulations requiring the rebate of excess
investment earnings, if any, to the United States (the "Rebate Requirement"). CMHA
acknowledges that the first required payment of rebate, if any, to the federal government
is due by no later than 60 days after , 20_ (being the last day of the fifth bond year for the Refunding Bonds.)
PART IL PRIVATE ACTIVITY BOND REQUIREMENTS
33. Identification of Users. The users of the Project consist only of the Issuer, the County, the CMHA, other local governmental units, agencies and agents of the Issuer and
other local governmental units, and members of the general public and the non-profit
corporations and other users set forth in Exhibit A.
34. Qualified General Public Use. Use of the Project by members of the general public in furtherance of their trade or business use qualifies as general public use of the
Project rather than private business use because the Project are intended to be available,
and in fact will be reasonably available, for use on the same basis by natural persons not
engaged in a trade or business as those engaged in a trade or business, because no
members of the public will be provided preference or priority in use of the Project over
other users of the Project, and because no contracts or other arrangements for use will be
entered into with those users.
35. No Management Contract or Operating Contract. CMHA has not entered into or expects to enter into any agreement for operation or management of the Project, except
for the Sublease and the contracts described in Appendix
36. No Other Special Entitlements. There are no other ownership arrangements,
leases, service contracts, operating contracts, management contracts, arrangements that
(7)
convey exclusive or priority use, or any other special entitlement for beneficial use of the
Project.
37. No Private Business Use. Based upon the above paragraphs and paragraph 37,
there will be no private business use of the Project for purposes of Code Section 141.
RESTRICTIONS APPLICABLE TO ALL PRIVATE ACTIVITY REFUNDING
BONDS
38. Substantial User Limit. ClValA acknowledges that interest on the Refunding
Bonds will not excluded from gross income for federal income tax purposes while the
Refunding Bonds are held by any user of more than five percent of the Project, or by any
related person (including any partner in a partnership and any member of the same
controlled group of corporations).
39. Maturity Limit. The Refunding Bonds satisfy restrictions relating to the
limitation on maturity of certain private activity bonds because the weighted average
maturity of the Refunding Bonds does not exceed 120 percent of the reasonably expected
economic life of the Project.
SPECIAL RULES FOR OUTPUT FACILITIES
40. No Output Facilities or Output Contracts. No portion of the Project constitutes
facilities for water collection, storage or distribution or electric or gas generation,
transmission, distribution or related facilities.
PRIVATE LOAN FINANCING TEST
41. No Loans. No portion of the proceeds of the Refunding Bonds was used,
directly or indirectly, to make or finance loans to nongovernmental person and no portion
of the proceeds of the Refunding Bonds will be used, directly or indirectly, to make or
finance loans to non-governmental persons.
42. Prohibited Facilities. No portion of the proceeds of the Refunding Bonds will
be used to provide any airplane, skybox or other private luxury box, health club facility,
facility primarily used for gambling, or store the principal business of which is the sale of
alcoholic beverages for consumption off premises.
DEFEASANCE REMEDIAL ACTION LIMITATION
43. Compliance with Limitation on Regulatory Defeasance Remedial Action. The
first date on which the Refunding Bonds are subject to optional redemption is March 1,
2014, which date is not more than 10 1/2 years after the Issue Date.
(8)
PART III. MISCELLANEOUS RESTRICTIONS
GENERAL LIMITATIONS
44. Registered Refunding Bonds. The Refunding Bonds will be issued in registered form pursuant to the requirements of the Authorizing Resolutions.
45. No Federal Guarantee. The Refunding Bonds are not federally guaranteed because the payment of principal or interest on the Refunding Bonds is not guaranteed in
whole or in part by the United States or any agency or instrumentality thereof, because no
portion of the proceeds of the Refunding Bonds will be used to make loans guaranteed by
the United States or any agency or instrumentality thereof, because the proceeds of the
Refunding Bonds will not be invested (directly or indirectly) in federally insured deposits
or accounts, and because the payment of principal or interest on the Refunding Bonds is
not otherwise indirectly guaranteed in whole or in part by the United States or an agency
or instrumentality thereof, excluding for purposes of the statements made by the Issuer in
this paragraph, amounts deposited in the Principal and Interest Fund, proceeds invested
for an initial temporary period until needed for the governmental purposes of the
Refunding Bonds, investments in obligations issued by the United States Treasury.
46. No Advance Refunding. No portion of the proceeds of the Refunding Bonds will be used for the advance refunding of any refunding bonds or other obligations of the
Issuer or a related person to the Issuer.
47. Information Reporting Requirement. CMHA understands the Issuer will file a properly completed and executed Form 8038-G (Information Report) pertaining to the
Refunding Bonds with the Treasury Department no later than the 15 day of the 2nd calendar month after the close of the calendar quarter of the Issue Date, namely by no
later than , 200_ and CMHA will fully cooperate with the Issuer to obtain and provide any information for the Issuer to permit it to do so.
48. Pooled Financing Bond Limitation. The Refunding Bonds will not be pooled financing bonds because no proceeds of the Refunding Bonds will be used, directly or
indirectly, to make or finance two or more loans to governmental or nongovernmental
borrowers.
49. Hedge Refunding Bonds Restriction. The Issuer reasonably expects to spend 85 percent of the proceeds of the Refunding Bonds within 3 years of the Issue Date, and
no more than 50 percent of the proceeds of the Refunding Bonds (if any) will be invested
in investments having a substantially guaranteed yield for four or more years. Based upon
the statements in this paragraph, the Refunding Bonds will not be hedge refunding bonds.
GENERAL ACCOUNTING AND ALLOCATION CONCEPTS; RECORDKEEPING
50. Adoption of Accounting Concepts. For purposes of accounting for amounts relating to the Refunding Bonds, the Issuer hereby adopts the following concepts as
applicable:
(a) All amounts in the Acquisition and Renovation Fund will be treated as
allocated to expenditures on a first-in-first-out basis ("FIFO").
(b) All amounts in the Principal and Interest Fund (including accrued
interest, amounts, if any transferred from the Acquisition and Renovation Fund
and deposits for debt service made by the Issuer) to be used to pay principal and
(9)
interest on the Re funding Bonds will be treated as allocated to expenditures on a
FIFO basis, with interest on the Refunding Bonds being treated as paid before
principal.
(c) All amounts will be treated as allocated to expenditures on the date of
a cash outlay and on the basis of expenditure of sale proceeds and investment
proceeds before ether available amounts (if any).
(d) Valuations of obligations and investments will be (i) consistent on
each date made and (ii) made on the basis of fair market value except when the
Regulations require a different method of valuation or permit other valuations to
be used for certain obligations or investments.
(e) Yield calculations on investments will be made using the same
compounding interval and financial conventions used to compute yield on the
Refimding Bonds,
51. Recordkeepin.g. CIVIHA acknowledges that the Internal Revenue Service
requires that records and accounts relating to tax-exempt obligations are to be retained
until the date three years after the earlier of the date of payment of the obligations in full
or the date of the last maturity of the obligations, and the Issuer expects to comply with
this requirement. The Secretary and Treasurer have been designated as the officers of
CMHA responsible for (i) maintenance and retention of records relating to expenditure
and investment of proceeds of the Refunding Bonds, and (ii) maintenance of
correspondence, contracts and other records relating to the construction and use of the
Project for the term of the Refunding Bonds.
WITNESS my signature this day of , 2014.
OAKLAND COUNTY
COMMUNITY MENTAL
HEALTH AUTHORITY
By:
Its:
Las.r4-oak261.Exhibit B
(10)
<
it: ra:1
Resolution #14164 July 16, 2014
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #14164) July 31, 2014
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: RESOLUTION APPROVING AN AMENDMENT TO SUBLEASE IN
CONNECTION WITH THE OAKLAND COUNTY COMMUNITY MENTAL HEALTH
AUTHORITY HOUSING PROJECT LOCATED IN OAKLAND COUNTY, MICHIGAN
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above
referenced
1. The resolution authorizes an amendment to the Sublease between the County of
Oakland and the Oakland County Community Mental Health Authority (OCCMHA)
to allow for refunding of prior bonds originally issued in the aggregate principal
amount of $5,500,00 as of August 1, 2007 for the project between the Oakland
County Building Authority and the County of Oakland through a Full Faith and Credit
General Obligation Lease Contract dated December 1, 2006 to sublease (the
"Sublease") facilities to the OCCMHA as of June 27, 2007.
2. The Building Authority may call the prior bonds maturing on March 1, 2015 through
March 1, 2025 on September 1, 2014.
3. The Oakland County Community Mental Health Authority, the County, and the
Building Authority have determined that it is necessary and appropriate to issue
Refunding Bonds to refund in part the prior bonds in an aggregate principal amount
not to exceed $3,300,000 which will result in estimated net savings from the
reduced interest rate of $280,875.
4. The blanks contained in the Sublease and its exhibits shall be completed by the
Chairperson of the Board of Commissioners after the bonds are sold which includes
inserting the debt retirement schedule for the bonds.
5. Except as provided in the Amendment to the Sublease, the original Sublease dated
June 27, 2007 that specifies that the Oakland County Community Mental Health
Authority is to pay the County of Oakland an amount sufficient to pay the principal
and/or interest due remains in effect.
6. No budget amendment is required.
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Matis and Crawford absent.
Resolution #14164 July 31, 2014
Moved by Weipert 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, Long, Matis, McGillivray,
Middleton, Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic,
Crawford. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF 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 31, 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 31 st day of July 2014.
Lisa Brown, Oakland County