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HomeMy WebLinkAboutResolutions - 2015.05.06 - 21836MISCELLANEOUS RESOLUTION NO. #15129 MAY 6, 2016 BY: Planning and Building Committee, Philip Weipert, Chairperson IN RE: WATER RESOURCES COMMISSIONER — RESOLUTION TO AUTHORIZE OAKLAND COUNTY CITY OF PONTIAC WATER SUPPLY SYSTEM BONDS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Board of Commissioners has determined that it is necessary to acquire, construct, and install water supply system improvements and facilities to improve the County's City of Pontiac Water Supply System (the "System") to be financed through the issuance of two or more series of bonds in the aggregate principal amount not to exceed $12,000,000 pursuant to the provisions of Act 34, Public Acts of Michigan, 2001, as amended ("Act 34"), which improvements are known as Phase I of the City of Pontiac Water Main and Meter Rehabilitation Program as hereinafter described (the "Project"); and WHEREAS the Board of Commissioners has determined to sell one series of bonds (the "DWRF Bonds") in a private negotiated sale to the Michigan Finance Authority (the "Authority") as authorized by Act 227, Public Acts of Michigan, 1985, as amended ("Act 227"), in order to enable the Authority to provide assistance with respect to the Project from the proceeds of the State of Michigan Drinking Water Revolving Fund; and WHEREAS the Board of Commissioners has also determined to sell one or more additional series of bonds (the "Open Market Bonds" and together with the DWRF Bonds, the "Bonds") to finance that portion of the Project not financed with the proceeds of the DWRF Bonds or paid from other available funds; and "WHEREAS the County has agreed in a Continuing Covenant Agreement dated as of September 27, 2013, between the County and Bank of America, N.A. (the "Bank of America Continuing Covenant Agreement") to provide to Bank of America, N.A. certain information pursuant to Article VI, Section 6.05 (f) of the Bank of America Continuing Covenant Agreement which relates to a final official statement or other offering or disclosure document prepared in connection with an offering of securities by the County. NOW THEREFORE BE IT RESOLVED by the Board of Commissioners of the County of Oakland, Michigan, as follows: 1. AUTHORIZATION OF BONDS-- PURPOSE. The Bonds of the County aggregating the principal sum of not to exceed Twelve Million Dollars ($12,000,000) shall be issued and sold in two or more series for the purpose of defraying the cost of the Project, including the cost of issuing the Bonds. The Project shall consist of the following improvements: (i) water main replacement and/or looping of the System for redundancy, including water main construction and replacement of various sizes including valves, hydrants, appurtenances and other related work along the following roads and in the following areas: Joslyn Road (Lake Vista Area), Pine Street (Lafayette to Huron), Brooklyn Avenue (Telegraph to Newark), Stanley Avenue (Brooklyn to Walton), New York Avenue (Walton to Baldwin), Woodward Avenue (Murray to Huron), Linda Vista Drive (Joslyn to Del Ray), Orchard Lake Road (Voorheis to Bagley), Pike/Mechanic/Fiddis Area, Woodward/Rapid/South Boulevard Area, Cesar Chavez (Telegraph to Woodward), St. Joe Hospital Area, Iroquois (Ottawa to Orchard Lake), Myra/Edward/Sylvan Area, Vernon Drive (Linda Vista to Victory), Saginaw Avenue (Woodward to Randall), Walton Boulevard (Stanley to New York), Woodward Avenue (Huron to Osmun), Adelaide Street (Cesar Chavez to Baldwin) and Branch Street (Walnut to Gillespie); and (ii) removal and replacement of approximately 7,000 water meters and appurtenances within the limits of the City of Pontiac and installation of a data collection communication network and towers at various locations throughout the City of Pontiac and adjacent municipalities for meter reading and real time alarm notifications. The County Water Resources Commissioner, acting as County Agency for the County (the "County Agency"), shall determine by order the portion of the Project to be financed by each series of the Bonds. 2. DWRF BONDS DETAILS. The DWRF Bonds shall be designated "City of Pontiac Water Supply System Bonds, Series 2015A"; shall be dated the date of delivery thereof; shall be numbered from 1 upwards; shall be fully registered; shall be in any denomination not exceeding the aggregate principal amount for each maturity at the option of the bondholder (provided, however, that so long as the DWRF Bonds are registered in the name of the Authority, the DWRF Bonds may be in the form of a single bond in a denomination equal to the aggregate outstanding principal amount of the DWRF Bonds, with an exhibit attached thereto that identifies the annual maturities for the DWRF Bonds, and references herein to the "DWRF Bonds" shall mean that single bond registered in the name of the Authority); shall bear interest at a rate or rates not to exceed 2.50% PLANNING AND BUILDING COMMITTEE Motion carried unanimously on a roll call vote with Jackson absent. as determined by the County Agency from the date of delivery of the various principal installments as hereinafter described, payable on such dates as shall be determined by the County Agency; and shall mature on such dates and in such principal amounts as shall be determined by the County Agency; provided, however, that the final maturity of the DWRF Bonds shall not be more than 25 years after the date that the DWRF Bonds are delivered to the initial purchaser thereof. The DWRF Bonds are expected to be delivered to the Authority as the initial purchaser thereof in installments equal to the amounts advanced from time to time by the Authority to the County pursuant to the Purchase Contract and the Supplemental Agreement (each as hereinafter defined). 3. PAYMENT OF PRINCIPAL AND INTEREST. The principal of, premium, if any, and interest on the DWRF Bonds shall be payable in lawful money of the United States. So long as the DWRF Bonds are owned by the Authority, the DWRF Bonds are payable as to principal, redemption premium, if any, and interest at The Bank of New York Mellon Trust Company, N.A., or at such other place as shall be designated in writing to the County by the Authority (the "Authority's Depository"). So long as the Authority is the owner of the DWRF Bonds, the County agrees that it will deposit with the Authority's Depository payments of the principal of, premium, if any, and interest on the DWRF Bonds in immediately available funds by 12:00 noon at least five business days prior to the date on which any such payment is due, whether by maturity, redemption or otherwise. If the DWRF Bonds are not registered in the name of the Authority, the principal of and premium, if any, on the DWRF Bonds are payable upon the surrender thereof at the office of the bond registrar and paying agent and the interest is payable by check or draft mailed by the bond registrar and paying agent to the registered owner of the DWRF Bonds at the address appearing on the registration books of the County kept by the bond registrar and paying agent as of the 15th day of the month preceding the month in which an interest payment is due. 4. PRIOR REDEMPTION, The DWRF Bonds shall be subject to redemption prior to maturity upon the terms and conditions set forth in the form of DWRF Bonds contained in section 7 hereof. 5. BOND REGISTRAR AND PAYING AGENT. Until a successor is appointed by the Board of Commissioners, the County Treasurer shall act as bond registrar and paying agent. 6. EXECUTION, AUTHENTICATION AND DELIVERY OF DWRF BONDS. The DWRF Bonds shall be executed in the name of the County by the manual or facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and authenticated by the manual signature of the bond registrar and paying agent or an authorized representative of the bond registrar and paying agent, and the seal of the County (or a facsimile thereof) shall be impressed or imprinted on the DWRF Bonds. After the DWRF Bonds have been executed and authenticated for delivery to the Authority as the original purchaser thereof, they shall be delivered by the County Treasurer to the purchaser upon receipt of the purchase price or upon compliance with the terms and conditions of the Purchase Contract. Additional DWRF Bonds bearing the manual or facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and upon which the seal of the County (or a facsimile thereof) is impressed or imprinted may be delivered to the bond registrar and paying agent for authentication and delivery in connection with the exchange or transfer of DWRF Bonds. The bond registrar and paying agent shall indicate on each DWRF Bonds the date of its authentication. 7. FORM OF DWRF BONDS. The DWRF Bonds shall be in substantially the following form, with such changes thereto as necessary to conform to any order of the County Agency issued in accordance with this Resolution: [FORM OF DWRF BONDI UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND CITY OF PONTIAC WATER SUPPLY SYSTEM BOND, SERIES 2015A INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE See Exhibit A 2015 Registered Owner: Michigan Finance Authority Principal Amount: The County of Oakland, State of Michigan (the "County"), acknowledges itself indebted to and for value received hereby promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount or so much thereof as shall have been advanced to the County pursuant to a Purchase Contract between the County and the Michigan Finance Authority (the "Authority") and a Supplemental Agreement by and among the County, the Authority and the State of Michigan acting through the Department of Environmental Quality on the maturity dates and in the amounts set forth in Exhibit A attached hereto, unless redeemed prior thereto as hereinafter provided, the final payment to be made upon presentation and surrender of this bond at the office of the County Treasurer, County of Oakland, State of Michigan, the bond registrar and paying agent, or at such successor bond registrar and paying agent as may be designated pursuant to the Resolution (as hereinafter defined), and to pay to the Registered Owner, as shown on the registration books at the close of business on the 15 11 day of the calendar month preceding the month in which an interest payment is due, by check or draft drawn upon and mailed by the bond registrar and paying agent by first class mail postage prepaid to the Registered Owner at the registered address, interest at the rate per annum specified above on such Principal Amount, to the extent advanced to the County pursuant to the Purchase Contract and the Supplemental Agreement and not forgiven pursuant to the related Order of Approval issued by the Michigan Department of Environmental Quality, until the County's obligation with respect to the payment of such Principal Amount is discharged. Interest is payable on the first day of and in each year, commencing on 1, 201_, Principal and interest are payable in lawful money of the United States of America. In the event of a default in the payment of principal or interest hereon when due, whether at maturity, by redemption or otherwise, the amount of such default shall bear interest (the "additional interest") at a rate equal to the rate of interest that is two percent above the Authority's cost of providing funds (as determined by the Authority) to make payment on the bonds of the Authority issued to provide funds to purchase this bond but in no event in excess of the maximum rate of interest permitted by law. The additional interest shall continue to accrue until the Authority has been fully reimbursed for all costs incurred by the Authority (as determined by the Authority) as a consequence of the County's default. Such additional interest shall be payable on the interest payment date following demand of the Authority. In the event that (for reasons other than the default in the payment of any municipal obligation purchased by the Authority) the investment of amounts in the reserve account established by the Authority for the bonds of -3- the Authority issued to provide funds to purchase this bond fails to provide sufficient available funds (together with any other funds that may be made available for such purpose) to pay the interest on outstanding bonds of the Authority issued to fund such account, the County shall and hereby agrees to pay on demand only the County's pro rata share (as determined by the Authority) of such deficiency as additional interest on this bond. During the time funds are being drawn down by the County under this bond, the Authority periodically will provide the County a statement showing the amount of principal that has been advanced and the date of each advance, which statement shall constitute prima facie evidence of the reported information; provided that no failure on the part of the Authority to provide such a statement or to reflect a disbursement or the correct amount of a disbursement shall relieve the County of its obligation to repay the outstanding principal amount actually advanced, all accrued interest thereon, and any other amount payable with respect thereto in accordance with the terms of this bond. This bond is issued by the County under and pursuant to and in full conformity with the Constitution and Statutes of Michigan (especially Act No. 34, Public Acts of 2001, as amended) and a bond authorizing resolution adopted by the Board of Commissioners of the County (the "Resolution") and an order of the Water Resources Commissioner of the County, as County Agency, for the purpose of defraying part of the cost of acquiring, constructing, and installing water supply system facilities to improve the County's City of Pontiac Water Supply System (the "System"). The County has authorized the net revenues derived from users of the System to be used to pay the principal of and interest on this bond when due. In addition, the County has irrevocably pledged its full faith and credit for the prompt payment of the principal of and interest on this bond as the same become due. In the event and to the extent that the net revenues derived from users of the System are not sufficient to pay the principal of and interest on this bond, such principal and interest are payable as a first budget obligation of the County from its general funds. The ability of the County to raise such funds is subject to applicable statutory and constitutional limitations on the taxing power of the County. The amount of taxes necessary to pay the principal of and interest on this bond, together with the taxes levied for the same year, shall not exceed the limit authorized by law. This bond is transferable, as provided in the Resolution, only upon the books of the County kept for that purpose by the bond registrar and paying agent, upon the surrender of this bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the Registered Owner or his attorney duly authorized in writing. Upon the exchange or transfer of this bond a new bond or bonds of any authorized denomination, in the same aggregate principal amount and of the same interest rate and maturity, shall be authenticated and delivered to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges, if any, therein provided. Bonds so authenticated and delivered shall be in any denomination not exceeding the aggregate principal amount for each maturity. The bond registrar and paying agent shall not be required to transfer or exchange this bond or any portion of this bond that has been selected for redemption. This bond is subject to redemption prior to maturity at the option of the County and with the prior written consent of and upon such terms as may be required by the Authority. That portion of the bond called for redemption shall not bear interest after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. Notwithstanding any other provision of this bond, so long as the Authority is the owner of this bond, (a) this bond is payable as to principal, premium, if any, and interest at The Bank of New York Mellon Trust Company, N.A., or at such other place as shall be designated in writing to the County by the Authority (the "Authority's Depository"); (b) the County agrees that it will deposit with the Authority's Depository payments of the principal of, premium, if any, and interest on this bond in immediately available funds by 12:00 noon at least five business days prior to the date on which any such payment is due whether by maturity, redemption or otherwise; in the event that the Authority's Depository has not received -4- the County's deposit by 12:00 noon on the scheduled day, the County shall immediately pay to the Authority as invoiced by the Authority an amount to recover the Authority's administrative costs and lost investment earnings attributable to that late payment; and (c) written notice of any redemption of this bond shall be given by the County and received by the Authority's Depository at least 40 days prior to the date on which redemption is to be made. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this bond, existed, have happened and have been performed in due time, form and manner as required by law, and that the total indebtedness of the County, including this bond, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, State of Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by the manual or facsimile signatures of its Chairperson of the Board of Commissioners and County Clerk and its seal (or a facsimile thereof) to be impressed or imprinted hereon. This bond shall not be valid unless the Certificate of Authentication has been manually executed by the bond registrar and paying agent or an authorized representative of the bond registrar and paying agent. COUNTY OF OAKLAND By: Chairperson of the Board of Commissioners (SEAL) And: County Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within-mentioned Resolution. By: Treasurer, County of Oakland Bond Registrar and Paying Agent AUTHENTICATION DATE: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (please print or type name, address and taxpayer identification number of transferee) the within bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. EXHIBIT A The principal amounts and maturity dates applicable to the bond to which this Exhibit A is attached are as follows: MATURITY DATE PRINCIPAL MATURITY 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Based on the schedule provided above, unless revised as provided in this paragraph, repayment of principal of this bond shall be made until the full amount advanced to the County is repaid. In the event the Order of Approval issued by the Department of Environmental Quality (the "Order') approves a principal amount of assistance less than the amount of this bond, the Authority shall only disburse principal up to the amount stated in the Order. In the event (1) that the payment schedule described above provides for payment of a total principal amount greater than the amount of assistance approved by the Order, (2) that less than the principal amount of assistance approved by the Order is disbursed to the County by the Authority, or (3) that any portion of the principal amount of assistance approved by the Order and disbursed to the Issuer is forgiven pursuant to the Order, the Authority shall prepare a new payment schedule that shall be effective upon receipt by the County. [END OF BOND FORM] 8. PRINCIPAL AND INTEREST FUND. There shall be established for the DWRF Bonds a Principal and Interest Fund which shall be accounted for separately and shall be used only to retire the DWRF Bonds. From the proceeds of the sale of the DWRF Bonds there shall be set aside in the Principal and interest Fund any premium and accrued interest received from the purchaser of the DWRF Bonds at the time of delivery of the DWRF Bonds. All payments made by the County pursuant to section 24 hereof are pledged for payment of the principal of and interest on the DWRF Bonds and expenses incidental thereto and as received shall be placed in the Principal and Interest Fund to be used to pay the principal and interest on the DWRF Bonds. 9. CONSTRUCTION FUND. The remainder of the proceeds of the sale of the DWRF Bonds as received from time to time shall be set aside in a construction fund and used solely to defray the cost of acquisition, construction and installation of the Project. Any unexpended balance of the proceeds of the sale of the DWRF Bonds remaining in the construction fund after completion of the Project shall be deposited in the Principal and Interest Fund established in section 8 hereof. 10. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF DWRF BONDS. The DWRF Bonds shall be sold at a private, negotiated sale to the Authority, as authorized by Act 227. It is hereby determined that this method of sale is in the best interests of the County and is calculated to provide the County with the lowest cost of borrowing money. The sale shall be made pursuant to the terms and conditions to be set forth in a Purchase Contract (the "Purchase Contract") and a Supplemental Agreement (the "Supplemental Agreement"). The County Agency is authorized to execute and deliver the Supplemental Agreement and the Purchase Contract in such forms as shall be approved by the County Agency, with such approval to be evidenced by the County Agency's signature thereon. Notwithstanding any other provision of this Resolution, the DWRF Bonds shall be initially sold to the Authority as one bond, numbered 1, in the full aggregate principal amount of the DWRF Bonds. The County Agency is authorized to execute one or more written orders (i) containing the determinations that the County Agency is authorized to make as provided in this Resolution and (ii) making such changes in the provisions of the DWRF Bonds or this Resolution to comply with the requirements of the Authority or otherwise to enable the DWRF Bonds to be sold to the Authority. In addition, the Chairperson of the Board of Commissioners, the Clerk, the Treasurer, the County Agency and other County employees and officials are authorized to execute and deliver to the Authority the Issuer's Certificate and any such certificates and documents as the Authority or bond counsel shall require and to do all other things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the DWRF Bonds in accordance with the provisions of this Resolution. 11. AUTHORIZATION OF OPEN MARKET BONDS — PURPOSE. The Open Market Bonds of the County shall be issued and sold in one or more series as determined by the County Agency pursuant to the provisions of Act 34, and other applicable statutory provisions, for the purpose of defraying that part of the cost of the Project not financed by the DWRF Bonds or paid from other available funds. 12. OPEN MARKET BOND DETAILS. The Open Market Bonds shall be designated "City of Pontiac Water Supply System Bonds, Series ," with the year and letter as determined by the County Agency to be inserted in the blank in the name of each series of the Open Market Bonds; shall be dated as of the date approved by the County Agency; shall be numbered from 1 upwards; shall be fully registered; shall be in the denomination of $5,000 each or any integral multiple thereof not exceeding the aggregate principal amount for each maturity at the option of the purchaser thereof; shall bear interest at a rate or rates not exceeding 5.5% per annum as shall be determined by the County Agency at the time of sale; shall be payable as to interest on such dates as shall be determined by the County Agency; and shall be serial bonds and/or term bonds and mature in such amounts and on such dates and in such years as shall be determined by the County Agency; provided, however, that the final maturity of a series of Open Market Bonds shall not be more than 30 years after the date that such series of Open Market Bonds is delivered to the initial purchasers thereof. 13. PAYMENT OF PRINCIPAL AND INTEREST. The principal of and interest on the Open Market Bonds shall be payable in lawful money of the United States. Principal shall be payable upon presentation and surrender of the Open Market Bonds to the bond registrar and paying agent as they severally mature. Interest shall be paid to the registered owner of each Open Market Bond -9- as shown on the registration books at the close of business on the 15th day of the calendar month preceding the month in which the interest payment is due. Interest shall be paid when due by check or draft drawn upon and mailed by the bond registrar and paying agent to the registered owner at the registered address. 14. BOOK-ENTRY SYSTEM. Initially, one fully-registered Open Market Bond for each maturity, in the aggregate amount of such maturity, shall be issued in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC") for the benefit of other parties (the "Participants") in the book-entry-only transfer system of DTC. In the event the County determines that it is in the best interest of the County not to continue the book-entry system of transfer or that the interests of the holders of the Open Market Bonds might be adversely affected if the book-entry system of transfer is continued, the County may notify DTC and the bond registrar and paying agent, whereupon DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the bond registrar and paying agent shall deliver, transfer and exchange bond certificates as requested by DTC and any Participant or "beneficial owner" in appropriate amounts in accordance with this Resolution. DTC may determine to discontinue providing its services with respect to the Open Market Bonds at any time by giving notice to the County and the bond registrar and paying agent and discharging its responsibilities with respect thereto under applicable law or the County may determine that DTC is incapable of discharging its duties and may so advise DTC. In either such event, the County shall use reasonable efforts to locate another securities depository. Under such circumstances (if there is no successor securities depository), the County and the bond registrar and paying agent shall be obligated to deliver bond certificates in accordance with the procedures established by this Resolution. In the event bond certificates are issued, the provisions of this Resolution shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the County and the bond registrar and paying agent to do so, the County and the bond registrar and paying agent shall cooperate with DTC in taking 'appropriate action after reasonable notice to make available one or more separate certificates evidencing the Open Market Bonds to any Participant having Open Market Bonds certified to its DTC account or to arrange for another securities depository to maintain custody of certificates evidencing the Open Market Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Open Market Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, interest on and redemption premium, if any, on such Open Market Bond and all notices with respect to the Open Market Bond shall be made and given, respectively, to DTC as provided in the Blanket Issuer Letter of Representations between DTC and the County, and the County Treasurer and the County Agency are each authorized to sign such additional documents as such officer deems necessary or appropriate in order to accomplish the issuance of the Open Market Bonds in accordance with law and this Resolution. 15. PRIOR REDEMPTION. The Open Market Bonds shall be subject to redemption prior to maturity upon such terms and conditions as shall be determined by the County Agency. 16. BOND REGISTRAR AND PAYING AGENT. The County Treasurer shall designate, and may enter into an agreement with, a bond registrar and paying agent for the Open Market Bonds which shall be a bank or trust company located in the State of Michigan which is qualified to act in such capacity under the laws of the United States of America or the State of Michigan. The County Treasurer from time to time as required may designate a similarly qualified successor bond registrar and paying agent. 17. EXECUTION, AUTHENTICATION AND DELIVERY OF OPEN MARKET BONDS. The Open Market Bonds shall be executed in the name of the County by the facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and authenticated by the manual signature of an authorized representative of the bond registrar and paying agent, and the seal of the County (or a facsimile thereof) shall be impressed or imprinted on the Open Market Bonds. After the Open Market Bonds have been executed and authenticated for delivery to the original purchaser thereof, they shall be delivered by the County Treasurer to the purchaser upon receipt of the purchase price. Additional Open Market Bonds bearing the facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and upon which the seal of the County (or a facsimile thereof) is impressed or imprinted may be delivered to the bond -10- registrar and paying agent for authentication and delivery in connection with the exchange or transfer of Open Market Bonds. The bond registrar and paying agent shall indicate on each bond the date of its authentication. 18. FORM OF OPEN MARKET BONDS. The Open Market Bonds shall be in substantially the following form, with such additions, deletions and modifications as are approved by the County Agency and consistent with the terms of this Resolution: [FORM OF OPEN MARKET BONDI UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND CITY OF PONTIAC WATER SUPPLY SYSTEM BOND, SERIES INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP Registered Owner: Principal Amount: The County of Oakland, State of Michigan (the "County") acknowledges itself indebted to and for value received hereby promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount set forth above on the Maturity Date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender of this bond at in the city of , Michigan, the bond registrar and paying agent, and to pay to the Registered Owner, as shown on the registration books at the close of business on the 15 111 day of the calendar month preceding the month in which an interest payment is due, by check or draft drawn upon and mailed by the bond registrar and paying agent by first class mail postage prepaid to the Registered Owner at the registered address, interest on such Principal Amount from the Date of Original Issue or such later date through which interest shall have been paid until the County's obligation with respect to the payment of such Principal Amount is discharged at the rate per annum specified above. Interest is payable on the first day of and in each year, commencing 1, 201_. Principal and interest are payable in lawful money of the United States of America. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This bond is one of a series of bonds aggregating the principal sum of Dollars ($ ) issued by the County under and pursuant to and in full conformity with the Constitution and Statutes of Michigan (especially Act No. 34, Public Acts of 2001, as amended) and a bond authorizing resolution adopted by the Board of Commissioners of the County (the "Resolution") and an order of the Water Resources Commissioner of the County, as County Agency, for the purpose of defraying part of the cost of acquiring, constructing, and installing water supply system facilities to improve the County's City of Pontiac Water Supply System (the "System"). The County has authorized the net revenues derived from users of the System to be used to pay the principal of and interest on the bonds when due. In addition, the County has irrevocably pledged its full faith and credit for the prompt payment of the principal of and interest on the bonds as the same become due. In the event and to the extent that the net revenues derived from users of the System are not sufficient to pay the principal of and interest on the bonds, such principal and interest are payable as a first budget obligation of the County from its general funds. The ability of the County to raise such funds is subject to applicable statutory and constitutional limitations on the taxing power of the County. The amount of taxes necessary to pay the principal of and interest on the bonds, together with the taxes levied for the same year, shall not exceed the limit authorized by law This bond is transferable, as provided in the Resolution, only upon the books of the County kept for that purpose by the bond registrar and paying agent, upon the surrender of this bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the Registered Owner or his attorney duly authorized in writing. Upon the exchange or transfer of this bond a new bond or bonds of any authorized denomination, in the same aggregate principal amount and of the same interest rate and maturity, shall be authenticated and delivered to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges, if any, therein provided. Bonds so authenticated and delivered shall be in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount for each maturity. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. MANDATORY PRIOR REDEMPTION Bonds maturing in the year interest as follows: Redemption Date are subject to mandatory prior redemption at par and accrued Principal Amount of Bonds to be Redeemed Bonds or portions of bonds to be redeemed by mandatory redemption shall be selected by lot. (REPEAT IF MORE THAN ONE TERM BOND) OPTIONAL PRIOR REDEMPTION Bonds maturing prior to 1, 20 , are not subject to redemption prior to maturity. Bonds maturing on and after 1, 20_, are subject to redemption prior to maturity at the option of the County, in such order as shall be determined by the County, on any one or more interest payment dates on and after 1, 20_. Bonds of a denomination greater than $5,000 may be partially redeemed in the amount of $5,000 or any integral multiple thereof. If less than all of the bonds maturing in any year are to be redeemed, the bonds or portions of bonds to be redeemed shall be selected by lot. The redemption price shall be the par value of the bond or portion of the bond called to be redeemed plus interest to the date fixed for redemption and a premium as follows: _Vo of the par value of each bond called for redemption on or after 1, 20_, but prior to t 20 ; % of the par value of each bond called for redemption on or after 1, 20_, but prior to 1, 20_; No premium if called for redemption on or after 1, 20 . Not less than thirty days' nor more than sixty days' notice of redemption shall be given to the holders of bonds called to be redeemed by mail to the registered holder at the registered address. Bonds or portions of bonds called for redemption shall not bear interest after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the bonds of this series, existed, have happened and have been performed in due time, form and manner as required by law, and that the total indebtedness of the County, including the series of bonds of which this bond is one, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and its corporate seal (or a facsimile thereof) to be impressed or imprinted hereon. This bond shall not be valid unless the Certificate of Authentication has been manually executed by an authorized representative of the bond registrar and paying agent. COUNTY OF OAKLAND By: Chairperson, Board of Commissioners [SEAL] And: County Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (please print or type name, address and taxpayer identification number of transferee) the within bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. [END OF BOND FORM] 19. PRINCIPAL AND INTEREST FUND. There shall be established for each series of Open Market Bonds a Principal and Interest Fund which shall be accounted for separately and shall be used only to retire such series of Open Market Bonds. From the proceeds of the sale of each series of Open Market Bonds there shall be set aside in the respective Principal and Interest Fund any premium and accrued interest received from the purchaser of the Open Market Bonds at the time of delivery of the Open Market Bonds in the amounts determined by the County Agency. All payments made by the County pursuant to section 24 hereof are pledged for payment of the principal of and interest on the Open Market Bonds and expenses incidental thereto and as received shall be placed in the Principal and Interest Fund to be used to pay the principal and interest on the respective series of Open Market Bonds. 20. CONSTRUCTION FUND. The remainder of the proceeds of the sale of the Open Market Bonds shall be set aside in a construction fund for the Project and used to defray the cost of the Project and, to the extent not needed to pay the cost of the Project, shall be deposited in the Principal and Interest Fund established in section 19 hereof or, alternatively, used to acquire and construct additional improvements to the System as determined by the Board of Commissioners of the County. 21. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF OPEN MARKET BONDS. The County Agency is hereby authorized to determine the principal amount of each series of Open Market Bonds to be sold and to determine the other bond details as described in section 12 hereof and the terms and conditions for prior redemption as described in section 15 hereof. In addition, in order to save the cost of publication of an official notice of sale, the County Agency is hereby authorized to sell each series of Open Market Bonds at a negotiated sale after solicitation of proposals from prospective purchasers by Municipal Financial Consultants Incorporated, which is hereby appointed as the County's financial consultant for the Open Market Bonds. Each series of Open Market Bonds shall be sold at a price that is not less than 98.5% of their par value, as determined by the County Agency. The County's financial consultant is authorized to solicit proposals from at least twenty-five prospective purchasers and to circulate a request for proposal at least seven days prior to the date fixed for receipt of proposals for the purchase of the Open Market Bonds. The request for proposal shall be in the form approved by the County Agency. The financial consultant is hereby designated to act for and on behalf of the County Agency to receive proposals for the purchase of the Open Market Bonds and to take all other steps necessary in connection with the sale and delivery thereof. The County Agency is hereby authorized to determine the low proposer on the Open Market Bonds and to award the Open Market Bonds to such low proposer. The County Agency is hereby authorized to do all other things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the Open Market Bonds in accordance with the provisions of this Resolution. 22. OFFICIAL STATEMENT. The County Agency and the County Treasurer are each authorized to cause the preparation of an official statement for the Open Market Bonds for the purpose of enabling compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule") and to do all other things necessary to enable compliance with the Rule. After the award of the Open Market Bonds, the County will provide copies of a "final official statement" (as defined in paragraph (e)(3) of the Rule) on a timely basis and in reasonable quantity as requested by the successful bidder or bidders to enable such bidder or bidders to comply with paragraphs (b)(3) and (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board. 23. CONTINUING DISCLOSURE. The County Treasurer is authorized to execute a certificate of the County, constituting an undertaking to provide ongoing disclosure about the County for the benefit of the holders of the Open Market Bonds as required under paragraph (b)(5) of the Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate (the certificate and any amendments thereto are collectively referred to herein as the "Continuing Disclosure Certificate"). The County hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. 24. SECURITY. The net revenues derived from the users of the System have previously been pledged for the payment of principal and interest on the County's City of Pontiac Water Supply System Improvements Bonds, Series 2014 (the "Series 2014 Bonds") and the City of Pontiac's Water Supply System Revenue Bonds, Series 2010 (the "Series 2010 Bonds" and together with -17- the Series 2014 Bonds, the "Prior Bonds"), in accordance with the provisions of the City of Pontiac Water Supply System Contract dated as of April 19, 2012 between the County and the City of Pontiac, and are pledged for the payment of the principal of and interest on the Bonds on a parity basis with the Prior Bonds. The Bonds shall also be limited tax general obligations of the County. The full faith and credit of the County are pledged for the prompt payment of the principal of and interest on the Bonds as the same shall become due. Each year the County shall be obligated, as a first budget obligation, to advance moneys from its general funds or to levy ad valorem property taxes on all taxable property within its corporate boundaries to pay such principal and interest as the same become due in the event and to the extent that the net revenues derived from the users of the System are not sufficient to make such payment. The ability of the County to raise funds to pay such amounts is subject to applicable constitutional and statutory limitations on the taxing power of the County. Nothing in this section 24 shall preclude the County from issuing revenue bonds pursuant to Act 94, Public Acts of Michigan, 1933, as amended, or additional bonds pursuant to Act 34 to pay the costs of further improvements to the System and pledging the net revenues derived from the users of the System for the payment of such bonds on a parity basis with the Prior Bonds and the Bonds. 25. ESTIMATES OF PERIOD OF USEFULNESS AND COST. The estimated period of usefulness of the Project is hereby determined to be not less than thirty (30) years and upwards, and the plans for and estimated cost of the Project in the amount of $12,000,000 are hereby approved and adopted. 26. EXCHANGE AND TRANSFER OF BONDS. Any Bond, at the option of the registered owner thereof and upon surrender thereof to the bond registrar and paying agent with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney, may be exchanged for Bonds of any other authorized denominations of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered Bond. Each Bond shall be transferable only upon the books of the County, which shall be kept for that purpose by the bond registrar and paying agent, upon surrender of such Bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney. Upon the exchange or transfer of any Bond, the bond registrar and paying agent on behalf of the County shall cancel the surrendered Bond and shall authenticate and deliver to the transferee a new Bond or Bonds of any authorized denomination of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered Bond. If, at the time the bond registrar and paying agent authenticates and delivers a new Bond pursuant to this section, payment of interest on the Bond is in default, the bond registrar and paying agent shall endorse upon the new Bond the following: "Payment of interest on this bond is in default. The last date to which interest has been paid is [insert applicable date]." The County and the bond registrar and paying agent may deem and treat the person in whose name any Bond shall be registered upon the books of the County as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of the principal of and interest on such Bond and for all other purposes, and all payments made to any such registered owner, or upon his order, in accordance with the provisions of sections 3 and 13 of this Resolution shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the County nor the bond registrar and paying agent shall be affected by any notice to the contrary, The County agrees to indemnify and save the bond registrar and paying agent harmless from and against any and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without negligence hereunder, in so treating such registered owner. For every exchange or transfer of Bonds, the County or the bond registrar and paying agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The bond registrar and paying agent shall not be required to transfer or exchange Bonds or portions of Bonds which have been selected for redemption. -18- 27. TAX COVENANT. The County covenants to comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") necessary to assure that the interest on the Bonds will be and will remain excludable from gross income for federal income tax purposes. The County Agency, the County Treasurer, the County Clerk and other appropriate County officials are authorized to do all things necessary to assure that the interest on the Bonds will be and will remain excludable from gross income for federal income tax purposes. 28. DEFEASANCE. In the event cash or direct obligations of the United States or obligations the principal of and interest on which are guaranteed by the United States, or a combination thereof, the principal of and interest on which, without reinvestment, come due at times and in amounts sufficient to pay, at maturity or irrevocable call for earlier optional redemption, the principal of and interest on a series of the Bonds, shall have been deposited in trust, this Resolution shall be defeased and the owners of such series of Bonds shall have no further rights under this Resolution except to receive payment of the principal of and interest on such series of Bonds from the cash or securities deposited in trust and the interest and gains thereon and to transfer and exchange such series of Bonds as provided herein. 29. REPLACEMENT OF BONDS. Upon receipt by the County Treasurer of proof of ownership of an unmatured Bond, of satisfactory evidence that the Bond has been lost, apparently destroyed or wrongfully taken and of security or indemnity which complies with applicable law and is satisfactory to the County Treasurer, the County Treasurer may authorize the bond registrar and paying agent to deliver a new executed Bond to replace the Bond lost, apparently destroyed or wrongfully taken in compliance with applicable law. In the event an outstanding matured Bond is lost, apparently destroyed or wrongfully taken, the County Treasurer may authorize the bond registrar and paying agent to pay the Bond without presentation upon the receipt of the same documentation required for the delivery of a replacement Bond. The Bond registrar and paying agent, for each new Bond delivered or paid without presentation as provided above, shall require the payment of expenses, including counsel fees, which may be incurred by the bond registrar and paying agent and the County in the premises. Any Bond delivered pursuant the provisions of this section in lieu of any Bond lost, apparently destroyed or wrongfully taken shall be of the same form and tenor and be secured in the same manner as the Bond in substitution for which such bond was delivered. 30. APPROVAL OF MICHIGAN DEPARTMENT OF TREASURY EXCEPTION FROM PRIOR APPROVAL. The issuance and sale of the Bonds shall be subject to the County obtaining qualified status or prior approval from the Department of Treasury of the State of Michigan pursuant to Act 34, Public Acts of Michigan, 2001, as amended ("Act 34"), and, if necessary, the County Treasurer and County Agency are each hereby authorized and directed to make application to the Department of Treasury for approval to issue and sell the Bonds as provided by the terms of this Resolution and by Act 34. The County Treasurer and County Agency are authorized to pay any filing fees required in connection with obtaining qualified status or prior approval from the Department of Treasury. The County Treasurer and County Agency are further authorized to request such waivers of the requirements of the Department of Treasury or Act 34 as necessary or desirable in connection with the sale of the Bonds. 31. NOTICE OF ISSUANCE OF OPEN MARKET BONDS. Within thirty (30) days after the issuance of each series of Open Market Bonds, either (1) a copy of the final official statement or other offering or disclosure document prepared by the County in connection with the issuance of the Open Market Bonds or (2) notice that such information has been filed with the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board and is publicly available shall be furnished to Bank of America, N.A. at the following locations: Bank of America, N.A. Mail Code: IL4-135-07-28 135 South LaSalle Street Chicago, IL 60603 Attention: Thomas R. Denes Bank of America, N.A. Public Sector Banking Group Mail Code: MI8-900-02-70 -19- 2600 W. Big Beaver Road Troy, MI 48084 Attention: Susan Pendygraft, Senior Credit Support Association In accordance with the Bank of America Continuing Covenant Agreement, the notices provided for above shall be in writing and shall be transmitted by e-mail to the following addresses: ryan.denes@baml.com and susan.peridygraft(a,baml.com . 32. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions, insofar as they are in conflict herewith, are rescinded. Chairperson, on behalf of the Planning & Building Committee, I move adoption of the foregoing resolution. PLANNING & BUILDING COMMITTEE Resolution #15129 May 6, 2015 The Chairperson referred the resolution to the Finance Committee. There were no objections.