HomeMy WebLinkAboutResolutions - 1993.11.18 - 23435Miscellaneous Resolution No. 93268
BY: PLANNING AND BUILDING COMMITTEE
CHARLES E. PALMER, CHAIRPERSON
IN RE: DRAIN COMMISSIONER - RESOLUTION TO AUTHORIZE THE
ISSUANCE OF NOT TO EXCEED $7,500,000 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 (the "Prior
Bonds"), in the original principal amount of $8,200,000 to defray
part of the cost of the North Huron Valley/Rouge Valley Waste-
water Control System -- Oakland County; 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 $7,150,000, mature in various
principal amounts on May 1 in the years 1994 through 2008 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, 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 undertaken.
NOW, THEREFORE, BE IT Ftyqcmwm RV THE BOARD OF COMMIS-
SIONERS OF THE COUNTY OF OAKLAND:
1. AUTHORIZATION OF BONDS -- PURPOSE. Bonds of the
County of Oakland, aggregating the principal sum of not to exceed
Seven Million Five Hundred Thousand Dollars ($7,500,000) (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 he
designated "Oakland County Refunding Bonds (City of Novi Waste-
water 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.
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 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.
4. 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.
5. 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.
6. 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 authentica-
tion 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.
7. EXCHANGE AND TRANSFER OF 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 princi-
pal 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 request-
ing 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.
8. FORM OF BONDS. The Refunding Bonds shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF OAKLAND
OAKLAND COUNTY REFUNDING BOND
(CITY OF NOVI WASTEWATER CONTROL SYSTEM)
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 1
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 . Princi-
pal 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
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I 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
. 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, 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 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 Resolu-
tion, 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 r11rl 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.
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:
ppRTTFTrATp fl T' AnTHPNTTrATTnN
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 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:
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.
10. 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 Princi-
pal 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.
11. DEFEASANCE. In the event cash or direct obliga-
tions 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.
12. 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
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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.
13. APPROVAL OF DEPARTMENT OF TREASURY. The issuance
and sale 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.
14. 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 resolu-
tion.
15. 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 wrong-
fully 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
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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.
16. 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.
17. OFFICIAL STATEMENT. The County Agency is autho-
rized 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.
18. CONFLICTING RESOLUTIONS. All resolutions and parts
of resolutions insofar as they may be in conflict herewith are
hereby rescinded.
Mr. Chairperson, on behalf of the Planning and Building
Committee, I move the adoption of the foregoing resolution.
PLANNING AND BUILDING CO IITTEE
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PMW/09007/0256/AH4/2 PMW/09007/0256/AH4/2
FISCAL NOTE (Misc. #93268)
BY: Finance Committee, John P. McCulloch, Chairperson
IN RE: DRAIN COMMISSIONER - RESOLUTION TO AUTHORIZE THE ISSUANCE OF NOT TO
EXCEED $7,500,000 OAKLAND COUNTY REFUNDING BONDS (CITY OF NOVI WASTEWATER CONTROL
SYSTEM)
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 #93268 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
$7,500,000 at an interest rate not to exceed 8%.
3) The previous bonds were issue with a principal amount of $8,200,000 at
an average interest rate of 7.62%
4) The statutory limit for County debt is $3,008,744,830 (10% of 1993 State
Equalized Value). As of October 31, 1993, the outstanding 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.
5) Of the total project, the County's apportionment is 0%.
FINANCE COMMITTEE
Resolution #93268 November 18, 1993
Moved by Palmer supported by Schmid the resolution be adopted.
AYES; Kingzett, Law, McCulloch, McPherson, Miltner, Moffitt, Oaks,
Obrecht, Palmer, Pernick, Powers, Price, Schmid, Taub, Aaron, Crake, Dingeldey,
Douglas, Garfield, Gosling, Huntoon, Jensen, Johnson. (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 November 18, 1993 with the original
record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and t.',fixed the sealpf the
County of Oakland at Pontiac, Michigan this 18th day of cveI99.
Lyftn D. Allen, County Clerk