HomeMy WebLinkAboutResolutions - 1993.03.17 - 23002Miscellaneous Resolution #93030 March 4, 1993
BY: PLANNING & BUILDING COMMITTEE,
CHARLES E. PALMER, CHAIRPERSON
IN RE: DRAIN COMMISSIONER --
RESOLUTION TO AUTHORIZE THE ISSUANCE
OF BONDS TO DEFRAY PART OF THE COST
OF CITY OF ORC 'D LAKE VILLAGE WATER
SUPPLY SYSTEM
TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen:
WHEREAS, the County of Oakland (the "County") and the
City of Orchard Lake Village (the "City") have entered into the
City of Orchard Lake Village Water Supply System Contract dated
as of November 1, 1990 (the "Contract") pursuant to the
provisions of Act No. 342, Public Acts of Michigan, 1939, as
amended ("(Act 342"); and
WHEREAS, the Contract provides for thA issuance of bonds
by the County to defray the cost of acquiring and constructing
the City of Orchard Lake Village Water Supply System, said bonds
to be secured by the contractual obligation of the City to pay to
the County amounts sufficient to pay the principal of and
interest on the bonds and to pay such paying agent fees and other
expenses as may be incurred on account of the bonds; and
WHEREAS, it is in the best interest of the County of
Oakland that the bonds be issued and the project be acquired and
constructed.
REFORE, BE IT RESOLVED BY THE BO OF COMMISSIONERS
OF OAKLAND COUNTY, MICHI as follows:
1. AUTHORIZATION OF BONDS -- PURPOSE. Bonds of the
County aggregating the principal sum of Two Million Two Hundred
Fifty Thousand Dollars ($2,250,000) shall be issued and sold
pursuant to the provisions of Act 342, and other applicable
statutory provisions, for the purpose of defraying part of the
cost of acquiring and constructing the City of Orchard Lake
Village Water Supply System.
2. BOND DETAILS. The bonds shall be designated
Oakland County Water Supply Bonds (City of Orchard Lake Village
System) Series 1993; shall be dated March 1, 1993; 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 November 1, 1993, and semi-annually
thereafter on the first days of May and November in each year;
and shall mature on November 1 in each year as follows:
1995 $ 75,000
1996 100,000
1997 100,000
1998 100,000
1999 100,000
2000 100,000
2001 100,000
2002 100,000
2003 125,000
2004 $125,000
2005 125,000
2006 125,000
2007 150,000
2008 150,000
2009 150,000
2010 175,000
2011 175,000
2012 175,000
3. PAYMENT OF PRINCIPAL AND INTEREST. The principal
of and interest on the bonds shall be payable in lawful money of
the United States. Principal shall be payable upon presentation
and surrender of the 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 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.
4. PRIOR REDEMPTION. Bonds maturing prior to
November 1, 2003 shall not be subject to red ,ption prior to
maturity. Bonds maturing on and after Nov-..er 1, 2003 shall be
subject to red ,ption prior to maturity upon the terms and
condition - set forth in the form of bond contained in Section 8
hereof.
5. BOND REGIST— PAYING I'L2NT. The County
Treasurer shall designate, and may enter into an agreement with,
a bond registrar and paying agent for the bonds which shall be a
bank or trust company located in the State of Vichigan which is
qualified to act in such capacity under the laara of the United
States of • erica or the State of :Lichigan. The County Treasurer
may from time to time as required designate a simil -cly qu_lified
successor bond re-,istrar and paying agent.
6. EXECUTION, AUTHENTICATION AND DELIVERY OF BONDS.
The 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 bonds.
After the 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 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 bonds. The bond registrar and paying
agent shall indicate on each bond the date of its authentication.
7. EXC . GE AND T — SFER OF E ,7e:)e. Any bond, 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, at the option of the registered owner
thereof, 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 84.-Urrie 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 bonds 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
The County and the bond registrar and paying agent may
deem and treat the person in whose n.ne any bond shall be
registered upon the books of the County as th_ ebsolute owner of
such bond, whether -Lich 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 Section 3 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.
8. FORM OF BONDS. The bonds shall be in substantially
the following form:
UNITED STATES OF AMERICA
STATE OF MICHI
COUNTY OF OAKLAND
0LAND COUNTY WATER SUPPLY BOND
(CITY OF ORCHARD LAKE VILLAGE SYSTEM)
SERIES 1993
INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP
March 1, 1993
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 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 aCiress, 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 days of May and November in each
year, cofm ncing on November 1, 1993. Principal and interest are
payable in lawful money of the United States of .lerica.
This bond is one of a series of bonds aggregating the
principal sum of Two Million Two Hundred Fifty Thousand Dollars
($2,250,000) issued by the County under and pursuant to and in
full conformity with the Constitution and Statutes of Michigan
(especially Act No. 342, Public Acts of 1939, as vended) and a
bond authorizing resolution adopted by the Board of Com.issioners
of the County (the "Resolution") for the purpose of defraying
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part of the cost of acquiring and constructing the City of
Orchard Lake Village Water Supply System. The bonds of this
series are issued in anticipation of payments to be made by the
City of Orchard Lake Village in the aggregate principal amount of
Two Million Two Hundred Fifty Thousand Dollars ($2,250,000)
pursuant to a contract between the County and the City of Orchard
Lake Village dated as of November 1, 1990. The full Faith and
credit of the City of Orchard Lake Village have been pledged to
the prompt payment of the foregoing amount and the interest
thereon as the same become due. As additional security the full
faith and credit of the County have been pledged for the prompt
payment of the principal of and interest on the bonds of this
series. Taxes levied by the city of Orchard Lake Village for the
payment of its obligations to the County are not subject to
limitation as to rate or ..ount. Taxes ler:led by th7J County to
pay the principal of and interest on the bond of thi_ aeries are
subject to constitutional tax limitations.
This bond is transferable, as provided in the Reso-
lution, only upon the books of the County kept for that pu • se
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 Nove11.-r 1, 2003, are not
subject to redemption prior to maturity. Bonds maturing on and
after November 1, 2003, 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 November 1, 2002. 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 reds; lied, the bonds or
portions of bonds to be redeemed shAdl be selected by lot. The
redemption price shall be the 11r 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:
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1% of the par value if
or after November
November 1, 2004;
0.5% of the par value if
or after November
November 1, 2006;
called for redemption on
2002, but prior to
called for redemption on
2004, but prior to
No premium if called for redemption on or
after November 1, 2006.
Not less than thirty 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 bond , of this
series, existed, have happened and have been performer in due
time, form and manner as required by law, and that thc total
indebtedness of said 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 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 0 D
By: By:
County Clerk Chai ran
Board of Commissioners
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:
ASSIG rNT
For value received, the undersigned hereby assigns and
transfers unto (please
print or type name, adaress 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.
Dated:
Signature Guaranteed
The signature must be guaranteed by A co gercial bank, a trust
company or a brokerage firm which is a member of a major stock
exchange.
9. SECURITY.. The bonds shall be issued in
anticipation of payments to be made by the City of Orchard Lake
Village pursuant to the Contract. The bonds shall be secured
primarily by the full faith and credit pledge made by the City of
Orchard Lake Village in the Contract pursuant to the
authorization contained in Act 342. As additional and secondary
security 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. If the City of Orchard Lake
Village shall fail to make payments to the County which are
sufficient to pay the principal of and interest on the bonds as
the same shall become due, an amount sufficient to pay the
deficiency shall be advanced from the general fund of the County.
10. 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 -mounts sufficient
to pay, at maturity or irrevocable call for earlier optional
redemption, the principal of, pr-nium, if any, and interest on
the bonds, or any portion thereof, shall have been deposited in
trust, this Bond Resolution shall be defeased with respect to
such bonds and the owners of such 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 bonds
from the cash or securities deposited in trust and the interest
and gains thereon and to transfer and exchange bonds as provided
herein.
11. PRINCIPAL AND INTEREST FUND. There shall be
established for the bonds a Principal and Interest Fund which
shall be kept in a separate bank account. From the proceeds of
the sale of th bonds there shall be set aside in the Principal
Interest Fund any premium and accrued interest received from
the purchaser of the bonds t ti-.4 time of delivery of the same.
All payments received from the City of Orchard Lake Village
pursuant to the Contract are pledged for payment of the principal
of and interest on the bond and expensaT, incident,:a thereto and
as received shall be placed in the Principal and Interest Fund.
12_. CONSTRUCTION FUND. The remainder of the proceeds
of the sale of the bonds shall la,1 set aside in a construction
fund and used to acquire and construct the City of Orchard Lake
Village Water Supply System in accordance with the provisions of
the Contract.
13. APPROVAL OF MICHI DEPAR 'NT OF TREASURY --
EXCEPTION FROM PRIOR APPROVAL. The issuance and sale of the
bonds shall be subject to permission being granted therefor by
the Departmen- of Treasury of the State of Michigan or an
exception from prior approval being granted by the Department of
Treasury and the County Drain Commissioner and the County
Treasurer are each hereby severally authorized to file with the
Department of Treasury a Notice of Intent to Issue an Obligation
with respect to the bonds and to pay, upon the filing of said
notice, the filing fee of $400. If an exception from prior
approval is not granted the County Drain Commissioner or the
County Treasurer shall make application to the Department of
Treasury for permission to issue and sell the bonds as provided
by the terms of this resolution and for approval of the form of
Notice of Sale.
14. REDUCTION OF PRINCIPAL AMOUNT OF BOND ISSUE. If
the County Drain Col lissioner shall determine that it is not
necessary to sell bonds in the principal amount of Two Million
Two Hundred Fifty Thousand Dollars ($2,250,000), he may by order
reduce the principal - ount of bonds to be sold to that .flount
deemed necessary. In the event the principal -nount of the bond
issue is reduced pursuant to this section, the County Drain
Commissioner shall reduce the nount of bonds maturing in any one
or more years as necessary.
15. 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
Treasurer, the 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 Treasurer may
authorize the bond registrar and paying ,gent 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 er.d the County in -Ole premir -n.
Any bond delivered pursuant the provisions of thit S:tction 15 in
lieu of any bond lost, apparently destroyed or wrongfully taken
shall be of tho 7:am c fo and 'anor and bf, 8cured in same
manner as the bond in sub.:titution for which such bond was
delivered.
16. SALE, .ISSUANCE DELIVERY,. TRANSFER AND EXCHANGE OF
BONDS. The County Drain Commiioner is authorized to prescribe
the form of notice of sale for the bonds, to sell the bonds at
not less than 99% of par plus accrued interest in accordance with
the laws of thi.7. state and to do all things necessary to
effectuate the Leila, issuance, delivery, trnn7fer and exchange of
the bonds in accordance with the provision L of this resolution.
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The County Drain Commissioner is authorized to cause the
preparation of an official statement for the bonds for purposes
of 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 comply with the Rule. After the award of the
bonds, the County will provide copies of a ";:inal 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 paragraph (b)(4) of the Rule and the rules of the
Municipal Securities Rulemaking Board.
17. TAX COVENANT. The County covenants to comply with
all requirements of the Internal Revenue Code of 1986, as
amended, 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 Drain Cotirissioner and other
appropriate County officials are authorized to do all things
necessary (including the making of covenants of the County) to
assure that the interest on the bonds will be and will remain
excludable from gross income for federal income tax purposes.
18. CONFLICTING RESOLUTIONS. All resolutions and parts
of resolutions insofar as they may be in conflict herewith are
rescinded.
Mr. Chairperson, on behalf of the Planning and Building
Committee, I move the adoption of the foregoing resolution.
/4/
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LLi-ENI 11fr G IN:41;-6-"':Vi.; tl ILD-TaNiG/dCON:14ITTE;
JAE/09007/0227/DR9/1
FISCAL NOTE (Misc. #93030)
BY: FINANCE COMMITTEE, JOHN P. MCCULLOCH, CHAIRPERSON
IN RE: DRAIN COMMISSIONER - RESOLUTION TO AUTHORIZE THE ISSUANCE
OF BONDS TO DEFRAY PART OF THE COST OF CITY OF ORCAARD
E VILLAGE EATER SUPPLY SYSTEM MISCELL:,i7OUS RESOLUTION
#93030
TO THE OAKL. D COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XI-G of this Board, the Finance Committee has
reviewed Miscellaneous Resolution #93030 and finds:
1) Miscellaneous Resolution #91037 authorized the contract
between Oakland County and the City of Orchard Lake
Village subject to the terms of Michigan Public Act 342
of 1939 for constructing and financing of this project.
2) Miscellaneous Resolution #93029 authorizes the issuance
of tax-exempt Act 342 bonds for engineering and right of
way costs with the County pledging its full-faith and
credit as the secondary obligator. The primary obligor
is the City of Orchard Lake, pledging its full-faith and
credit, as approved by a vote of the people.
3) The aggregate principal not to exceed $2,250,000 at an
interest rate not to exceed 8% to be paid back within 20
years.
4) The statutory limit for County debt is $2,814,075,876
(10% of 1992 State Equalized Value). As of February 28,
• 1993, the outstanding debt is $352,559,474.84 or
approximately 1.3% of the S.E.V.
5) Upon receipt of bids, the Drain Commission will return
with a resolution to authorize the sale of bonds for the
construction of water supply facilities.
6) No financial impact to county funds is anticipated.
FINANCE COMMITTEE
NANC\DRAIN\ORCHLKSE.WFN
Resolution #93030 March 18, 1993
Moved by Palmer supported by Law the resolution was adopted.
AYES: Gosling, Huntoon, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch,
McPherson, Miltner, Moffitt, Oaks, Obrecht, Palmer, Pernick, Powers, Price, Schmid,
Wolf, Aaron, Crake, Douglas, Garfield. (23)
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 March 18, 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 18th day of Ivirc .,h, 1993.
Lynn D. Allen, County Clerk
P