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HomeMy WebLinkAboutResolutions - 2015.07.29 - 21935MISCELLANEOUS RESOLUTION it 15198 July 29, 2015 BY: Planning and Building Committee, Philip Weipert, Chairperson IN RE: BUILDING AUTHORITY — RESOLUTION TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Board of Commissioners of the County of Oakland (the "County") has created and established an authority under the provisions of Act 31 of the Public Acts of Michigan of 1948 (First Extra Session), as amended known as the Oakland County Building Authority (the "Authority"); and WHEREAS the Authority was established by the Oakland County Board of Supervisors by Miscellaneous Resolution #4534, adopted February 8, 1966; and WHEREAS the Authority's purposes are to build, acquire, furnish, equip, own, improve, enlarge, lease, operate and maintain a building or buildings, automobile parking lots or structures, recreational facilities, stadiums and the necessary site or sites therefore, together with appurtenant properties and facilities necessary or convenient for the effective use thereof, for use for any legitimate public purpose of the County's, and in general to carry on any business in connection therewith and incident thereto not forbidden by the laws of the State of Michigan; and WHEREAS Amendments to the Articles of Incorporation have been prepared in accordance with said Act and been reviewed by the Board of Commissioners and Corporation Counsel; and WHEREAS a comprehensive review of the Articles has not been completed in over 40 years; and WHEREAS the intent of the amendments is to address several specific issues raised by the Authority, to simplify the Articles, to the extent possible, and to make the Articles easier to read; and WHEREAS Section 8 — Conveyance of Property shall be amended to further clarify that when all bonds issued pursuant to the provisions of Act 31 have been retired, the Authority shall convey title to the property to the governmental entity benefiting from the financing; and WHEREAS Section 12 — Standards for Authority Property shall be amended to clearly state that the Authority shall approve all invoices for work performed on Authority property/projects prior to payment, and in its sole discretion, the Authority may require specific terms and conditions in the contracts, leases, or subleases; and WHEREAS Section 12 — Standards for Authority Property shall be amended to restate that the Planning and Building Committee and the Authority shall, prior to issuance, review and approve all request for proposals, request for qualifications, request for quotes, or solicitation of bids to perform work. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes that the attached Articles of Incorporation of the Authority are hereby approved and adopted. BE IT FURTHER RESOLVED that the Chairperson of the Board of Commissioners and the County Clerk are hereby authorized and directed to execute said Articles of Incorporation for and on behalf of the County. BE IT FURTHER RESOLVED that the County Clerk shall take such steps as are necessary under the provisions of State law to perfect the Articles of Incorporation of the Authority, including having the notice of adoption of the Amendments published in the Oakland Press. Chairperson on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Crawford absent. OAKLAND COUNTY MEMO PRIVILEGED AND CONFIDENTIAL CORPORATION COUNSEL ATTORNEY CLIENT COMMUNICATION To: Jay Shah, Chairperson, Oakland County Building Authority Robert J. Daddow, Deputy County Executive Laurie, VanPelt, Director, Oakland County Department of Management and Budget W. Art Holdsworth, Director, Oakland County Department of Facilities Management Lynn Sonkiss, Manager, Oakland County Fiscal Services Scott Guzzy, Purchasing Administrator Edward Joss, Manager, Oakland County Facilities Planning and Engineering Holly Conforti, Chief of Fiscal Services James VerPloeg, Administrative Director, Board of Commissioners Chris Ward, Senior Board of Commissioners Analyst John Axe From: Jody S. Hall, Assistant Corporation Counsel Date: July 9, 2015 Re: Proposed Amended and Restated Building Authority Articles of Incorporation Attached please find the proposed Amended and Restated Articles of Incorporation that were approved by the Oakland County Building Authority at the July 8, 2015 Building Authority meeting. At this meeting the Authority voted to forward the attached Articles to the Board of Commissioners for adoption. The attached Articles includes the change requested by John Axe in his July 6, 2015 e-mail. The intent of these amendments was to address several specific issues raised by the Authority, to simplify the Articles, to the extent possible, and to make the Articles easier to read. A comprehensive review of the Articles has not been completed in over 40 years. Facilities Management will be preparing the Miscellaneous Resolution and forwarding the Resolution and attached Articles to the Board of Commissioners. Please let me know if you have any questions. ARTICLE II INCORPORATING UNIT AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE OAKLAND COUNTY BUILDING AUTHORITY These Amended and Restated Articles of Incorporation are adopted and executed by the Incorporating Unit for the purpose of amending and restating the Articles of Incorporation for the Oakland County Building Authority pursuant to Act No. 31 of the Michigan Public Acts of 1948 (First Extra Session), as amended (hereinafter "Act 31"). The County Board of Supervisors adopted the original:Articles of Incorporation via Miscellaneous Resolution #4534 and caused the same tO: be executed on the 10 th day of February, 1966. The Authority became effective ort.thell5h day of February, 1966. The Articles of Incorporation are amended and restated.aSf011OWS;. ARTICLE I NAME The name of this Authority is "OAKLAND COUNTY BUILDING AUTHORITY" (hereinafter "Authority"). The name of the .incOrporating unit creating the:Authority is the County of Oakland, in the State of Michigan (hereinafter "County7-or:Incorporating Unit"). The. Authority shalLhave the:following purposes: to build, acquire, furnish, equip, own, improve, enlarge, leaSe;.Operate ..and maintain a building or buildings, automobile parking lots or :Structures, recreational facilities, stadiums and the necessary site or sites therefore, together with appurtenant iproperties: and facilities necessary or convenient for the effective us&thereof, for use :for any legitimate public purpose of the County's; to finance any facility, which may be financed for the County, in such a way as to benefit any city, village, or township in the..iCOunty, so long as such facility is also being used by the County or an agency ::Which the County appropriates funds to satisfy a county obligation to provide °Chain services; and in general to carry on any business in connection therewith and incident thereto not forbidden by the laws of the State of Michigan. ARTICLE IV POWERS AND DUTIES OF AUTHORITY Section 1 — Body Corporate: The Authority shall be a body corporate with power to sue and be sued in any court of this state. Page I of 7 Approved by Building Authority 07-08-15 Section 2 — Corporate Seal: The Authority shall have a corporate seal. Section 3 — Corporate Limits: The corporate limits of the Authority shall be the same as those of the County. Section 4 — Fiscal Year: The fiscal year of the Authority shall be the same as the County of Oakland. Section 5 — Acquisition of Property: For the purpose of accomplishing the objects of its incorporation, the Authority may acquire property by purchase, construction, lease, gift, devise or condemnation, according to Act 31 (MCL 123.959). Section 6 — Power to Contract: The Authority anhe Incorporating Unit shall have the power to enter into a contract or contracts whereby the AuthOrity will acquire property necessary to accomplish the purposes of thisitiCorporation and ,contemplated by Act 31 and lease such property to the Incorporating Unit for a period of not to exceed fifty (50) years, or if the Authority issues refunding bonds, the Authority may enter into a contract or contracts under which the Authority will: Own or:. continue to Own the property acquired, in part or in whole, from the sale of the.:bendS to be refunded and will lease such property to the Incorporating:Unit:J:0r a period::nOt to exceed fifty (50) years from the day of issuance of the refunding:13,endS,i .which contracts may be either a full faith and credit general obligation of the Incorporating Unit or shall not be a full faith and credit general obligation of.qie ::Iil,corporating Umt The contract : With the Incorporating Unit may also provide the following : (a) that :thejtteorpOrating Unit pay all costs and expenses of opera* and maintenance of the:Preperty and The operating expenses of the Authority, including expenses incidental teitlie issuance and payment of bonds and (b) that the obligation of :ibe ::IncOri5prating Unit :Under the contract for the payment of any rent sna'nptb.e...subject*a:nYllefeft by Incorporating Unit or any abatement of cash rentforl any eanSe,:including:but not limited to Casualty that result in the property being tmtenantable. The Tri(Orporatitig:Unit shall have such rights to sublet or assign property leased ftbm the Authority as provided in Act 31. Section 7 - 'Bonds: Subject t-c):..and pursuant to Act 31, for the purpose of defraying all or part of the cdS-(, of building, acquiring, improving, and enlarging any building or buildings, automobile parking lots or structures, recreational facilities and the necessary site or sites therefore,Htogether with appurtenant properties and facilities necessary or convenient for the effeetive use thereon and furnishing and equipping the same the Authority may do one of the following: (a) after execution and delivery of a full faith and credit general obligation contract of lease, as provided in Act 31, may by ordinance or resolution, adopted by a majority vote of the elected members of the Commission, issue negotiable bonds in anticipation of the contract obligations of the Incorporating Unit to make cash rent payments to the Authority and may pledge the receipts from such payments for payment of the bonds and the interest thereon or (1)) after execution of a contract of lease which is not a full faith and credit general obligation of the Incorporating Unit, as provided in Act 31, may by ordinance or resolution, adopted by a Page 2 of 7 Approved by Building Authority 07-08-15 majority vote of the elected members of the Commission, issue negotiable bonds in anticipation of the contract obligations of Incorporating Unit to make cash rent payments to the Authority and may pledge the receipts from such payments for payment of the bonds and the interest thereon. The bonds shall not be issued unless the property has been leased by the Authority to the Incorporating Unit for a period extending beyond and the last maturity of the bonds and no maturity shall in any event be more than forty (40) years from the date of the bonds. In addition, the Authority shall have the power to issue such other bonds as it may be authorized to issue under the general laws of the State of Michigan. No bonds of the Authority shall be delivered to the purchases thereof until such time as all rights of referendum with respect to saidThorids or any contract between the Authority and the Incorporating Unit shall have expired Without a referendum petition being filed or, if a referendum petition is filed with respectthereto, until after an election approving said contract or the issuance of the bondS'as may be required by law, shall have been held and the same approved by a majority Vote of the electors of the Incorporating Unit voting thereon. Section 8 — Conveyance of Property: When all bonds issued pursuant:to the provisions of Act 31 have been retired, the Authority shall convey .title to the property acquired thereunder to the Incorporating :Unit ; according to the.:directions of the governing body of the Incorporating Unit and according to any contracts/leases between the Authority and Incorporating Unit and, as applicable, the Incorporating Unit shall convey title to such property to the governmental entity, benefiting from financing under these Articles of Incorporation, according -to . any contracts/subleases .: between the Incorporating Unit and Other governmental:entities: Section 9 — Tax Exempt Status: All propaly owned by the Authority shall be exempt fr OM taxation by the State or any taxing unit therein. Section 10 — Power to Finance: The Authority may finance any facility, which may be financed for the County, in such:a-way as to benefit any city, village, or township in the County, so long as such facility is alsobeing used by the County or an agency to which the County appropriates fluids to satiSfy a county obligation to provide certain services. Section 11 --COmpliance with Purchasing Policies and Procedures: The Authority shall comply with::.the County Purchasing Policies and Procedures as adopted and amended by the County -Board of Commissioners. Section 12 — Standards for Authority Property: To ensure that the property acquired by the Authority is properly and adequately constructed, altered, repaired or maintained, the following are required: (a) the County Planning and Building Committee and the Authority shall, prior to issuance, review and approve all request for proposals, request for qualifications, request for quotes, or solicitation of bids to perform work contemplated by the project description contained in the assigning resolution, the Lease, the Sublease, the Continuing Disclosure Certificate, or the Declaration of Official Intent on file with the County Clerk; (b) the County Planning and Building Committee and the Authority Page 3 of 7 Approved by Building Authority 07-08-15 shall review and approve any substantial changes to request for proposals, request for qualifications, request for quotes, or solicitation of bids to perform work that have already been approved by the Planning and Building Committee and Authority; (c) the Authority shall approve all invoices for work performed on Authority property/projects prior to payment; and (d) in its sole discretion, the Authority may require specific terms and conditions in the contracts, leases, or subleases executed pursuant to Act 31, by way of example, terms and conditions related to the construction, alteration, repair, or maintenance of Authority property, terms and conditions related to payment procedures, terms and conditions requiring the lessee or sublessee of Authority property or their representatives to attend Authority meetings, and terms an0Onditions related to liability '- and property insurance. Section 13 — General Powers of Authority: The'Authority shall have all the powers granted to authorities under Act 31 now or ,hereafter amended. The Authority shall possess all the powers necessary to carry out the purpose of its incorporation and those incidents thereto. The enumeration of any :powers herein shall not i he construed as a limitation upon its general powers unless the context shall clearly indicates otherwise. Section 14 — Dissolution of Authority: The Authority: shall continue in existence until dissolved pursuant to law; proVided :that it shall not be dissolved if such dissolution would impair any bond or other COntraet.Hjn event of such dissolution, the title to any property owned by the Authority shalt pass te:fileCounty. Section 1 — Governing: BodyThe powers Of the Authority shall be exercised by its governing bcp.dy,which."§hall :b.0.::.:10.0* as the 'Commission." Section 2 — Composition of Commission :. The Commission shall consist of five members. Three meinbers shall be appointed by the Board of Commissioners of the County, each of who shall hold office for a term of three years, except that the terms of the commissioners first appointed shall expire on December 31, 1966, December 31, 1967, and December 31, 1968, respectively and thereafter each commissioner shall be appointed for d-fi01 .-three-yOt term beginning on January 1 of the first year of the term and expiring on December 3.1 on the last year thereof. The other two members shall be the Oakland County Ekeentive or his or her designee who is designated in writing to the Authority Chairperson arid the County Treasurer or his or her designee who is designated in writing to the Authority Chairperson. Each appointed Commissioner shall serve during the term for which he or she was appointed and thereafter until his successor is appointed. Section 3 - Eligibility: No member of the County Board of Commissioners shall be eligible for appointment to or membership on the Commission. Page 4 of 7 Approved by Building Authority 07-08-15 Section 4 — Commission Compensation: Members of the Commission shall receive a per diem as established by the Commission and approved by the County Board of Commissioners. The Commission, in its discretion, may authorize the payment of the actual expenditures of any Member incurred in connection with the business of the Authority. Section 5 — Commission Organizational Meeting: An organizational meeting shall be held in January each year and the Commission shall meet for such purpose on the second Wednesday in January at 9:00 a.m. at the usual place of holding the meetings of the Commission. At such meeting, the Commission shall .select a Chairperson, a Vice- Chairperson, and a Secretary who shall be Members Of :the Commission. The County Treasurer shall be the Authority Treasurer. Suehofficers shall serve until the organization meeting in the following year and untiFtheit respective successors shall be selected. Section 6 — Commission Officers: The' Chairperson of the Commission shall be the presiding officer thereof. In the absence Or _disability. of the Chairperson, the Vice Chairperson shall perform the duties of the Chairperson The Secretary.. shall be the recording officer of the Commission. The TreasUrer'shaltbe custodian of the finds of the Authority. The Treasurer shall be the chief accounting officer of the Authority and subject to the approval of the Commission may employ or designate such assistants as may be necessary. All moneys shalt be deposited by the -Treasurer in a bank or banks designated for funds of County. The Commission shall designate all payments to be made by the Treasurer.' The ,.Members of the Commission shall have such other powers and duties as may be conferred'Upon them by the'Commission. Section 7 — Commission Meetings: Meetings of the Commission shall be held semi-.-.• . . annualV.Or:thore often it required, at such fillies and places as shall be prescribed by resolution of the COMmissioitHpecial meetings of the Commission may be called by the Chairperson or any tWOmembetS:thereof, by Serving written notice of the time, place and purpOSe:fliereof upon each memberthe Commission personally, or by leaving it at his or her place of residence at least twenty-four hours prior to the time of such meeting, or by depositing the same in al .:Ljnited States post office or mail box within the County of Oakland, at least i seventy-two : hours prior to the time of such meeting, enclosed in a sealed envelope properly addressed to him or her at their home or office address, with postage fully prepa4r:thereen. Special meetings of the Commission, at which all members are present, .ba.lt .rbe deemed to be valid even though no written notice thereof may have been given as above provided. Any Member of the Commission may waive notice of any meeting either before or after the holding thereof. Section 8 — Commission Quorum and Actions: A majority of all Members of the Commission shall be required for a quorum. The Commission shall act by motion, resolution or ordinance. For the passage of any motion, resolution or ordinance there shall be required the affirmative vote of a majority thereof. The Commission shall have the right to adopt rules governing its procedure, provided the same are not in conflict with Page 5 of 7 Approved by Building Authority 07-08-15 the terms of any state statute or of these Articles. The Commission shall keep a journal of its proceedings which shall be signed by the Chairperson and Secretary. All votes shall be by yeas and nays. The journal shall show how each Member voted. Each Member shall be required to vote upon all motions, resolutions and ordinances unless he or she shall be disqualified from voting thereon. No Member of the Commission shall vote upon any motion, resolution or ordinance in which he or she has any personal interest. No commissioner shall be financially interested in any contract with the Authority. Section 9 — Notice of Meetings: The time and place of *meetings shall be fixed and properly noticed and posted in accordance with Act .267. Of the Public Act of 1976 as amended, also known as the Open Meetings Act, .0Y:.6'inajority of the Members of the Commission and notice thereof served personally upon all Members, at least twenty-tour hours prior to the time of the holding of the meeting. Section 10 — Validity of Appointment:I.;No appointment to the Commission and no election of an officer of the Commission sha•be deemed to be invalid:because it was not made within or at the time specified in these Articles. Section 11 — Commission Vacanc event of a vacancy on the Commission, the County Board of Commissioners shall 'fill the vacancy for the unexpired term. In event of a vacancy in any office of the -.CommisSion, such vacancy shall be filled by the Commission for the .unexpired term in case of the:temporary ,absence or disability of any officer, the Commission may appoint some person to .temporarily act in his stead except that in case of the temporary absence oi disabilityof the Chairperson, the vice Chairperson shall so:act. Section42,General COMMisSiOir Powers: The:Commission shall have power to secure all .,neeeSsary services . to -Carry out the functions of the Authority and to fix the compensation therefore!.:. The Commission Shall cause an Annual Audit to be made of its finanCialtransactions bY'a-certified.publie accountant, which audit shall be open to public inspection at all reasonable times. Section 13 — Removal of Commission Members or Officers: Any appointed Member of the Commission: may be removed for cause at any time by action of the County Board of Commissioners. ::Any :::Officer of the Cornmission may be removed by action of the Commission. ARTICLE VI AMENDMENTS Section 1 - Amendments: These Articles of Incorporation may be amended as provided by Act 31 or any other applicable state statute; provided that no such amendment shall impair the obligation of any bond or other contract of the Authority. Page 6 of 7 Approved by Building Authority 07-08-15 Section 2 — Amendment Procedure: These Amendments to the Articles of Incorporation, upon their adoption by the County Board of Commissioners shall be executed in duplicate for and on behalf of the County, by the Chairperson of the County Board of Commissioners and the County Clerk. The duplicate executed copies shall be delivered to the County Clerk, who shall file one executed copy in his or her office and the other executed copy with the Secretary of the Authority. Attached to each printed copy shall be a certificate setting forth that the copy is a true and complete copy of the Amendments to Articles of Incorporation on file in his or her office, and the date and place of the publication thereof. The County Clerk shall cause a copy of these Amendments to Articles of Incorporation to be published ::Once in the Oakland Press, or another newspaper circulating within the County of ..pakland. These Amendments to Articles of Incorporation shall become immediately. effective. Page 7 o17 Approved by Building Authority 07-08-15 Resolution #15198 July 29, 2015 Moved by Spisz supported by Jackson the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Fleming, Gingell, Gosselin, Hoffman, Jackson, Kowall, Long, Matis, Middleton, Quarles, Scott, Spisz, Taub, Weipert Zack, Bowman, Crawford, (18) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). '7/30 I NEREWAPPRovE THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45.559A (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) 1, 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 29, 2015, 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 291" day of July 2015.