HomeMy WebLinkAboutResolutions - 2018.02.01 - 23246MISCELLANEOUS RESOLUTION #18015 February 1, 2018
BY: Commissioner Thomas Middleton, Chairperson, Finance Committee
IN RE: TREASURERANATER RESOURCES COMMISSIONER — RESOLUTION TO AUTHORIZE
EVERGREEN-FARMINGTON SEWAGE DISPOSAL SYSTEM REFUNDING BONDS, SERIES 2018
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the County of Oakland (the "County") issued its Evergreen-Farmington Sewage Disposal
System Bonds, Series 2010, dated as of December 1, 2010, in the principal amount of $4,060,000 (the
"Prior Bonds") on December 30, 2010; and
WHEREAS the Prior Bonds remain outstanding in the aggregate principal amount of $3,195,000, mature
in various principal amounts on April 1 in the years 2018 through 2021, inclusive, 2026 and 2031 and
bear interest at rates per annum that vary from 4.85% to 615%; and
WHEREAS Part VI of Act No. 34, Public Acts of Michigan, 2001, as amended ("Act 34"), authorizes the
issuance of refunding bonds for the purpose of refunding all or part of the County's outstanding securities,
including the Prior Bonds; and
WHEREAS it is in the best interests of the County that the Prior Bonds be refunded; 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. Bonds of the County (the "Refunding Bonds")
aggregating the principal sum of not to exceed Three Million Two Hundred Sixty Thousand
Dollars ($3,260,000) shall be issued and sold pursuant to the provisions of Act 34, and other
applicable statutory provisions, for the purpose of refunding all or part of the outstanding Prior
Bonds,
2. BOND DETAILS. The Refunding Bonds shall be designated "Evergreen-Farmington Sewage
Disposal System Refunding Bonds, Series 2018," shall be dated as of the date approved by the
Oakland County Water Resources Commissioner (the "County Agency"); shall be issued in such
aggregate principal amount as determined 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 6% 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 the Refunding Bonds shall not be
later than April 1, 2031. If requested by the original purchaser of the Refunding Bonds and
determined by the County Agency, the Refunding Bonds may be issued in the form of a single
bond with an exhibit containing the principal maturity amounts and applicable interest rates and
due dates.
3. 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 Refunding 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. BOOK-ENTRY SYSTEM. Initially, if requested by the original purchaser of the Refunding Bonds
and determined by the County Agency, one fully-registered Refunding Bond for each maturity, in
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Long absent.
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 Refunding 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 Refunding 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 Refunding Bonds to any Participant having Refunding Bonds certified to its DTC
account or to arrange for another securities depository to maintain custody of certificates
evidencing the Refunding Bonds.
Notwithstanding any other provision of this Resolution to the contrary, so long as any Refunding
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 Refunding Bonds and all
notices with respect to the Refunding Bonds shall be made and given, respectively, to DTC as
provided in the Blanket Issuer Letter of Representations relating to the Refunding Bonds. The
County Treasurer and the County Agency are each authorized to sign the Blanket Issuer Letter of
Representations on behalf of the County, in such form as such officer deems necessary or
appropriate in order to accomplish the issuance of the Refunding Bonds in accordance with law
and this Resolution.
Notwithstanding any other provision of this section to the contrary, if the County Agency deems it
to be in the best interest of the County, the Refunding Bonds shall not initially be issued through
the book-entry-only transfer system of DTC.
5. PRIOR REDEMPTION. The Refunding Bonds shall be subject to optional and/or mandatory
redemption prior to maturity upon such terms and conditions, or shall not be subject to optional or
mandatory prior to maturity, as shall be determined by the County Agency.
6. 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. Notwithstanding any provision of this section to the contrary, if the
County Agency deems it to be in the best interest of the County, the County Treasurer shall serve
as bond registrar and paying agent for the Refunding Bonds.
7. EXECUTION, AUTHENTICATION AND DELIVERY OF REFUNDING BONDS. The Refunding
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 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
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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 Refunding Bonds. The
bond registrar and paying agent shall indicate on each Refunding Bond the date of its
authentication,
8. EXCHANGE AND TRANSFER OF REFUNDING BONDS. Any Refunding 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 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 Refunding 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 [appropriate date to be insertedl."
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.
9. FORM OF REFUNDING BONDS. The Refunding 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 BOND]
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF OAKLAND
EVERGREEN-FARM1NGTON SEWAGE DISPOSAL
SYSTEM REFUNDING BOND, SERIES 2018
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 on 2018 and an order of the Water Resources
Commissioner of the County as County Agency (collectively, the "Resolution"), for the purpose of
refunding the County's outstanding Evergreen-Farmington Sewage Disposal System Bonds, Series 2010,
dated as of December 1, 2010, maturing in the years through
The County has authorized the revenues of the Evergreen-Farmington Sewage Disposal System
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. The principal of and interest on the bonds 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.
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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 date 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:
% of the par value of each bond called for redemption on or after
20_, but prior to 1, 20_;
Ok of the par value of each bond called for redemption on or after
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
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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]
10. SECURITY. It is expected that the principal of and interest on the Refunding Bonds will be paid
from revenues of the Evergreen-Farmington Sewage Disposal System (the "System"), and such
revenues are hereby authorized to be used for such purpose. In addition, the full faith and credit
of the County are pledged hereby to the payment of the principal and interest on the Refunding
Bonds authorized by this Bond Resolution. Each year the County shall include in its budget as a
first budget obligation an amount sufficient to pay such principal and interest as the same shall
become due. The ability of the County to raise such funds is subject to applicable constitutional
and statutory limitations on the taxing power of the County. The amount of taxes necessary to
pay the principal of and interest on the Refunding Bonds, together with the taxes levied for the
same year, shall not exceed the limit authorized by law. To the extent that the revenues of the
System are insufficient to pay the principal of and interest on the Refunding Bonds, the proceeds
of such taxes (both current and delinquent) shall be deposited as collected into a Principal and
Interest Fund that shall be established for the Refunding Bonds, and until the principal of and the
interest on the Refunding Bonds are paid in full, such proceeds shall be used only for payment of
such principal and interest.
11. 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 the Refunding Bonds, or any portion thereof, shall have been
deposited in trust, this Resolution shall be defeased with respect to such Refunding Bonds, and
the owners of the Refunding Bonds shall have no further rights under this 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 Refunding Bonds as provided herein.
12. PRINCIPAL AND INTEREST FUND. There shall be established for the Refunding Bonds a
Principal and Interest Fund that 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
accrued interest received from the purchaser of the Refunding Bonds at the time of delivery of the
same; provided, however, that the County Agency may determine that all or any portion of any
premium received from the purchaser of the Refunding Bonds received at the time of such
delivery also may be set aside in the Principal and Interest Fund. All proceeds from taxes levied
for the payment of the principal of and interest on the Refunding Bonds shall be deposited into
the Principal and Interest Fund. The County Agency shall transfer moneys in the Principal and
Interest Fund to the bond registrar and paying agent for the Prior Bonds and the bond registrar
and paying agent for the Refunding Bonds as necessary for the payment of the principal of and
interest on the Prior Bonds that are not refunded and the Refunding Bonds.
13. PAYMENT OF ISSUANCE EXPENSES AND PRIOR BONDS THAT ARE REFUNDED -
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 pay the principal of, interest on and
redemption premiums on the Prior Bonds that are refunded. If necessary, 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 that are refunded. The Escrow Fund shall be held by an escrow agent (the "Escrow
Agent") in trust pursuant to an escrow agreement (the "Escrow Agreement") that irrevocably shall
direct the Escrow Agent to take all necessary steps to pay the interest on the Prior Bonds that are
refunded when due and to call such Prior Bonds for redemption at such time as shall be
determined in the Escrow Agreement. The County Treasurer shall select the Escrow Agent and
enter into the Escrow Agreement with the Escrow Agent 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 that are refunded when due at maturity or call for
redemption as required by the Escrow Agreement.
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14. APPROVAL OF MICHIGAN DEPARTMENT OF TREASURY EXCEPTION FROM PRIOR
APPROVAL. The issuance and sale of the Refunding 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 Refunding
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
Refunding Bonds.
15. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF REFUNDING BONDS. The
County Agency is hereby authorized to determine the principal amount of the Refunding Bonds to
be sold and to determine the other bond details as described in Section 2 hereof and the terms
and conditions for prior redemption as described in Section 5 hereof. The County Agency shall
prescribe the form of notice of sale for the Refunding Bonds; sell the Refunding Bonds at a
competitive sale at a price not less than 99% nor more than 101% of par, plus accrued interest, in
accordance with the provisions of Act 34 and other applicable laws of this state; and 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. The financial consultant is hereby
designated to act for and on behalf of the County to receive proposals for the purchase of the
Refunding 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
Refunding Bonds and to award the Refunding 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 Refunding Bonds in accordance with the provisions of this
Resolution.
16. REPLACEMENT OF REFUNDING BONDS. Upon receipt by the County Treasurer of proof of
ownership of an unmatured Refunding Bond, of satisfactory evidence that the Refunding 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 16 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.
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 Refunding
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 Refunding Bonds will
be and will remain excludable from gross income for federal income tax purposes.
18. OFFICIAL STATEMENT. The County shall cause the preparation of an official statement for the
Refunding Bonds for the purpose of enabling compliance with Rule 15c2-12 issued under the
Securities Exchange Act of 1934, as amended (the "Rule") and shall 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
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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.
19. CONTINUING DISCLOSURE. The County Treasurer and the County Agency are each severally
authorized to execute and deliver in the name and on behalf of the County (i) a certificate of the
County to comply with the requirements for a continuing disclosure undertaking of the County
pursuant to subsection (b)(5) of the Rule and (ii) amendments to such certificate from time to time
in accordance with the terms of such 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. The remedies for any failure of the County to comply with and carry out
the provisions of the Continuing Disclosure Certificate shall be as set forth therein.
20. NOTICE OF ISSUANCE OF REFUNDING BONDS. Within thirty (30) days after the issuance of
the Refunding 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 Refunding 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
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.denes4baml.com and susan.pendygraft@baml.com .
21. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions insofar as they may be
in conflict herewith are hereby rescinded.
Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing res9luiion.
.., it /7
milmission-erThoin All:iddleton, District #4
Chairperson, Finance Committee
Resolution #18015 February 1, 2017
Moved by Fleming supported by Zack the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Crawford, Fleming, Gershenson, Gingell, Hoffman, Kochenderfer, Long, McGillivray,
Middleton, Quarles, Spisz, Taub, Tietz, Weipert, Woodward, Zack, Berman, Bowman. (18)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
HEREBYAPPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVP
ACTING PURSUANT TO IVO_ 45.589A (7)
al-k/r&
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February 1,
2018, 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 1 s1 day of February, 2018.
Lisa Brown, Oakland County