HomeMy WebLinkAboutResolutions - 1993.12.09 - 22496Miscellaneous Resolution No. #93296 December 9, 1993
BY: PLANNING AND BUILDING COMMITTEE
CHARLES E. PALMER, CHAIRPERSON
IN RE: DRAIN COMMISSIONER - RESOLUTION TO AUTHORIZE THE
ISSUANCE OF NOT TO EXCEED $9,250,000 OAKLAND COUNTY
REFUNDING BONDS (CITY OF NOVI WASTEWATER CONTROL SYSTEM)
TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen;
WHEREAS, pursuant to the provisions of Act No. 342, Public Acts of
Michigan, 1957, as amended, the City of Novi (the "City") and the County of
Oakland (the "County") have entered into the North Huron Valley/Rouge Valley
Wastewater Control System -- Oakland County Contract dated as of February 1,
1988, and certain revisions to the contract (said contract as revised
hereinafter referred to as the "Contract"); and
WHEREAS, pursuant to the Contract the County has issued its North
Huron Valley/Rouge Valley Wastewater Control System (City of Novi) Bonds dated
as of March 1, 1989, in the original principal amount of $8,200,000 to defray
part of the cost of the North Huron Valley/Rouge Valley Wastewater Control
System -- Oakland County (the "1989 Bonds") and its North Huron Valley/ Rouge
Valley Wastewater Control System (City of Novi) Bonds, Segment 2, dated as of
March 1, 1990, in the original principal amount of $1,625,000 to defray part
of the cost of segment 2 of the North Huron Valley/Rouge Valley Wastewater
Control System - Oakland County (the "1990 Bonds") (the 1989 Bonds and the
1990 Bonds are collectively the "Prior Bonds"); and
WHEREAS, the Prior Bonds were issued in anticipation of payments
to be made to the County by the City pursuant to the Contract; and
WHEREAS, the Prior Bonds remain outstanding in the aggregate
principal amount of $8,675,000, mature in various principal amounts on May 1
in the years 1994 through 2009 and bear interest at rates per annum which vary
from 5.00% to 10.00%; and
WHEREAS, Chapter VI of Act No. 202, Public Acts of Michigan, 1943,
as amended ("Act 202") authorizes the County to refund all or any part of its
funded indebtedness; and
WHEREAS, pursuant to miscellaneous resolution no. 93268 adopted on
November 18, 1993, the Board of Commissioners of the County authorized the
issuance of bonds for the purpose of refunding all or part of the 1989 Bonds;
and
WHEREAS, the County has been requested by the City to also issue
bonds for the purpose of refunding all or part of the 1990 Bonds; and
WHEREAS, the County Drain Commissioner, as County Agency, (the
"County Agency") has recommended that this resolution be adopted in order to
effect the refunding of all or part of the Prior Bonds, and this Board of
Commissioners has determined that it is in the best interest of the City and
the county that such refunding be wrisp.,tAkc.n.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE COUNTY OF OAKLAND:
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2. AUTHORIZATION OF BONDS -- PURPOSE. Bonds of the County of
Oakland, aggregating the principal sum of not to exceed Nine Million Two
Hundred Fifty Thousand Dollars ($9,250,000) (the "Refunding Bonds") shall be
issued and sold pursuant to the provisions of Act 202, and other applicable
statutory provisions, for the purpose of refunding all or part of the Prior
Bonds.
2. BOND DETAILS. The Refunding Bonds shall be designated
"Oakland County Refunding Bonds (City of Novi Wastewater Control System);
shall be dated as of such date as shall be approved by the County Agency at
the time of sale; 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
8% per annum to be determined upon the sale thereof payable on such dates as
shall be determined by the County Agency at the time of sale; and shall mature
on such dates and in such years as shall be determined by the County Agency at
the time of sale.
2. PAYMENT OF PRINCIPAL AND INTEREST. The principal of and
interest on the Refunding Bonds shall be payable in lawful money of the United
States. Principal shall be payable upon presentation and surrender of the
Refunding Bonds to the bond registrar and paying agent as they severally
mature. Interest shall be paid to the registered owner of each bond as shown
on the registration books at the close of business on the fifteenth 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.
2. PRIOR REDEMPTION. The Refunding Bonds shall be subject to
redemption prior to maturity upon such terms and conditions as shall be
determined by the County Agency at the time of sale.
2. 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 Refunding 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.
2. EXECUTION, AUTHENTICATION AND DELIVERY OF BONDS. The
Refunding Bonds shall be executed in the name of the County by the facsimile
signatures of the Chairman 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 Refunding Bonds.
After the Refunding 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
Refunding Bonds bearing the facsimile signatures of the Chairman 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 the Refunding Bonds. The bond registrar and
paying agent shall indicate on each Refunding Bond the date of its
authentication.
2. EXCHANGE AND TRANSFER OF BONDS. Any Refunding Bond, upon
surrender thereof to the bond registrar and paying agent with a written
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instrument of transfer satisfactory to the bond registrar and paying agent
duly executed by the registered owner or his duly authorized attorney, at the
option of the registered owner thereof, may be exchanged for Refunding 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
Refunding Bond.
Each Refunding 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 Refunding 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 Refunding Bond, the bond
registrar and paying agent on behalf of the County shall cancel the
surrendered Refunding Bond and shall authenticate and deliver to the
transferee a new Refunding 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 Refunding Bond. If, at the time the bond
registrar and paying agent authenticates and delivers a new Refunding Bond
pursuant to this section, payment of interest on the Refunding Bonds is in
default, the bond registrar and paying agent shall endorse upon the new
Refunding Bond the following: "Payment of interest on this bond is in
default. The last date to which interest has been paid is
The County and the bond registrar and paying agent may deem and
treat the person in whose name any Refunding Bond shall be registered upon the
books of the County as the absolute owner of such Refunding Bond, whether such
Refunding Bond shall be overdue or not, for the purpose of receiving payment
of the principal of and interest on such Refunding 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 Section 3 of this resolution shall
be valid and effectual to satisfy and discharge the liability upon such
Refunding 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 Refunding 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 Refunding Bonds or portions of Refunding Bonds which have
been selected for redemption.
3. FORM OF BONDS. The Refunding Bonds shall be in substantially
the following form:
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF OAKLAND
OAKLAND COUNTY REFUNDING BOND
(CITY OF NOVI WASTEWATER CONTROL SYSTEM)
INTEREST RATE
CUSIP
MATURITY DATE DATE OF ORIGINAL ISSUE
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
, the bond registrar
and paying agent, or at such successor bond registrar and paying agent as may
be designated pursuant to the Resolution, and to pay to the Registered Owner,
as shown on the registration books at the close of business on the 15th 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 , 1993, or such
later date through which interest has 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 days of
and in each year, commencing on , 19 .
Principal and interest are payable in lawful money of the United States of
America.
This bond is one of a series of bonds aggregating the principal
sum of Thousand Dollars ($ ) issued by
the County under and pursuant to and in full conformity with the Constitution
and Statutes of Michigan (especially Act No. 202, Public Acts of 1943, as
amended) and a resolution adopted by the Board of Commissioners of the County
(the "Resolution") for the purpose of refunding the County's outstanding North
Huron Valley/Rouge Valley Wastewater Control System (City of Novi) Bonds
maturing in the years through and North Huron Valley/Rouge Valley
Wastewater Control System (City of Novi) Bonds, Segment 2 maturing in the
years through . The bonds of this series are issued in anticipation
of, and the principal of and interest on the bonds are payable from, moneys to
be received by the County from the City of Novi in payment of its obligations
under a certain contract dated February 1, 1988, as revised, between the
County and the City of Novi. The full faith and credit of the City of Novi
have been pledged for the making of such payments. As additional security for
the payment of the principal of and interest on the bonds of this series the
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full faith and credit of the County are hereby pledged. Taxes imposed by the
City of Novi and the County are subject to limitation as to rate or amount.
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.
Bonds maturing prior to , are not subject to
redemption prior to maturity. Bonds maturing on and after
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 . Bonds of a denomination
greater than $5,000 may be redeemed in part in amounts 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:
• of the par value if called for redemption on or
after , but prior to
• of the par value if called for redemption on or
after , but prior to
• of the par value if called for redemption on or
after , but prior to
Not less than thirty days' notice of redemption shall be given to
the registered owners of bonds called to be redeemed by mail to each
registered owner at the registered address. Bonds or portions of bonds called
for redemption shall not bear interest on and 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.
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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 Chairman 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
(SEAL)
By:
County Clerk Chairman, Board of
Commissioners
By:
CERTIFICATE OF AUTHENTICATION
This h^nA is one of the bonds described in the within mentioned
Resolution.
Bond Registrar and Paying Agent
By:
Authorized Representative
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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 does hereby irrevocably
constitute and appoint
attorney to
transfer the within bond on the books kept for registration thereof, with full
power of substitution in the premises.
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Dated:
Signature Guaranteed:
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Signature(s) must be guaranteed by an eligible guarantor institution
participating in a Securities Transfer Association recognized signature
guarantee program.
9. SECURITY The Refunding Bonds shall be issued in
anticipation of payments to be made by the City pursuant to the Contract. The
Refunding Bonds shall be secured primarily by the full faith and credit pledge
made by the City in the Contract. As additional and secondary security, the
full faith and credit of the County are hereby pledged for the prompt payment
of the principal of and interest on the Refunding Bonds as the same shall
become due. If the City shall fail to make its payments to the County which
are sufficient to pay the principal of and interest on the Refunding Bonds as
the same shall become due, then an amount sufficient to pay the deficiency
shall be advanced from the general fund of the County.
9. PRINCIPAL AND INTEREST FUND. There has been established
for the Prior Bonds a Principal and Interest Fund which shall be kept in a
separate bank account. From the proceeds of the sale of the Refunding Bonds
there shall be set aside in the Principal and Interest Fund any premium and
accrued interest received from the purchasers at the time of delivery of the
same. All payments received from the City pursuant to the Contract are
pledged for the payment of the principal of and interest on the Refunding
Bonds and expenses incidental thereto and as received shall be placed in the
Principal and Interest Fund. The County Treasurer shall transfer moneys in
the Principal and Interest Fund to the bond registrar and paying agent for the
Refunding Bonds as necessary for the payment of the principal of and interest
on the Refunding Bonds.
9. 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, premium, if any, and interest on all or any
portion of the Refunding Bonds, shall have been deposited in trust, this Bond
Resolution shall be defeased with respect to such bonds, and the owners of
those Refunding Bonds shall have no further rights under this Bond Resolution
except to receive payment of the principal of, premium, if any, and interest
on such Refunding Bonds from the cash or securities deposited in trust and the
interest and gains thereon and to transfer and exchange the Refunding Bonds as
provided herein.
9. PAYMENT OF ISSUANCE EXPENSES -- ESCROW FUND. The remainder
of the proceeds of the Refunding Bonds shall be used to pay the issuance
expenses of the Refunding Bonds and to establish an escrow fund for the Prior
Bonds being refunded by the issuance of the Refunding Bonds. After the
issuance expenses have been paid or provided for the remaining proceeds shall
be used to establish an escrow fund (the "Escrow Fund") consisting of cash
and investments in direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America or other obligations the principal of and interest on which are fully
secured by the foregoing and used to pay the principal of, interest on and
redemption premiums on the Prior Bonds being refunded. The Escrow Fund shall
be held by a trustee (the "Trustee") in trust pursuant to an escrow agreement
(the "Escrow Agreement") which irrevocably shall direct the Trustee to take
all necessary steps to call the Prior Bonds being refunded for redemption at
such time as shall be determined in the Escrow Agreement. The County
Treasurer is authorized to select the Trustee and enter into the Escrow
Agreement on behalf of the County. The amounts held in the Escrow Fund shall
be such that the cash and the investments and the income received thereon will
be sufficient without reinvestment to pay the principal of, interest on and
redemption premiums on the Prior Bonds being refunded when due at maturity or
call for redemption as required by the Escrow Agreement.
9. APPROVAL OF DEPARTMENT OF TREASURY. The issuance and sale
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of the Refunding Bonds shall be subject to permission being granted therefor
by the Department of Treasury of the State of Michigan and the County Agency
hereby is authorized and directed to make application to the Department of
Treasury for permission to issue and sell the Refunding Bonds as provided by
the terms of this resolution.
10. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF BONDS.
The County Agency is authorized to determine the portion of the Prior Bonds to
be refunded and the principal amount of the Refunding Bonds to be sold and to
prescribe the form of the notice of sale for the Refunding Bonds. The County
Agency is authorized to sell the Refunding Bonds in accordance with the laws
of this state and to do all things necessary to effectuate the sale, issuance,
delivery, transfer and exchange of the Refunding Bonds in accordance with the
provisions of this resolution.
10. REPLACEMENT OF BONDS. Upon receipt by the County Treasurer
of proof of ownership of an unmatured Refunding 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 Refunding Bond to replace the
Refunding Bond lost, apparently destroyed or wrongfully taken in compliance
with applicable law. In the event an outstanding matured Refunding Bond is
lost, apparently destroyed or wrongfully taken, the County Treasurer may
authorize the bond registrar and paying agent to pay the Refunding Bond
without presentation upon the receipt of the same documentation required for
the delivery of a replacement Refunding Bond. The bond registrar and paying
agent, for each new Refunding 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 Refunding Bond delivered pursuant the provisions of this
Section 15 in lieu of any Refunding Bond lost, apparently destroyed or
wrongfully taken shall be of the same form and tenor and be secured in the
same manner as the Refunding Bond in substitution for which such Refunding
Bond was delivered.
10. TAX COVENANT. The County covenants to comply with all
applicable requirements of the Internal Revenue Code of 1986, as amended
necessary to assure that the interest on the Refunding Bonds will be and will
remain excludable from gross income for federal income tax purposes. The
County Agency, the County Treasurer and other appropriate County officials are
authorized to do all things necessary (including the making of such covenants
of the County as shall be appropriate) to assure that the interest on the
Refunding Bonds will be and will remain excludable from gross income for
federal income tax purposes.
10. OFFICIAL STATEMENT. The County Agency is authorized to
cause the preparation of an official statement for the Refunding Bonds for
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
Refunding 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 purchasers to enable the purchasers
to comply with paragraph (b)(4) of the Rule and the rules of the Municipal
Securities Rulemaking Board.
10. cnNFLTrT- TNa RESOLUTIONS. Miscellaneous r4,solution no. 93268
adopted by the Board of Commissioners of the County on November 18, 1993, is
hereby rescinded. All other resolutions and parts of resolutions insofar as
they may be in conflict herewith are hereby rescinded.
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Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption
of the foregoing resolution.
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PI.JUMING AND bUILDANG COMMIIT2E
December 9, 1993
FISCAL NOTE (Misc. #93296) REVISED
BY: FINANCE COMMITTEE, JOHN P. MCCULLOCH, CHAIRPERSON
IN RE: DRAIN COMMISSIONER - RESOLUTION TO AUTHORIZE THE ISSUANCE
OF NOT TO EXCEED $9,250,000 OAKLAND COUNTY REFUNDING
BONDS (CITY OF NOVI WASTEWATER CONTROL SYSTEM) - MISCEL-
LANEOUS RESOLUTION #93296
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XI-G of this Board, the Finance Committee has
reviewed Miscellaneous Resolution #93 and finds:
1) The resolution authorizes the issuance of refunding bonds
with the County pledging full faith and credit with the
City of Novi as the primary obligor.
2) The aggregate principal amount of the bond issue is not
to exceed $9,250,000 at an interest rate not to exceed
8%.
3) The previous bonds were issued with a principal amount of
$8,200,000 at an average interest rate of 7.090%.
4) In addition, bonds were issued in March 1990 for $1,625,-
000.
5) The statutory limit for County debt is $318,769,030.83 or
approximately 1.1% of the S.E.V. This refunding will not
increase the amount of outstanding debt.
6) Of the total project, the County's apportionment is 0%.
FINANCE COMMITTEE
Resolution #93296 December 9, 1993
Moved by Palmer supported by Schmid the resolution be adopted.
AYES: Huntoon, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch, McPherson,
Miltner, Moffitt, Oaks, Obrecht, Palmer, Pernick, Powers, Price, Schmid, Taub,
Aaron, Crake, Dingeldey, Douglas, Garfield, Gosling. (24)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lynn D. Allen, 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 December 9th., 1993 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 9th. day of December, 1993
Lylin D. Allen, County Clerk