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HomeMy WebLinkAboutResolutions - 1994.07.28 - 24114Miscellaneous Resolution # 94231 BY: PLANNING & BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON IN RE: July 28 , 1994 DRAIN COMMISSIONER -- RESOLUTION TO AUTHORIZE THE ISSUANCE OF BONDS TO DEFRAY THE COST OF WASTEWATER TREATMENT PLANT IMPROVEMENTS TO THE HOLLY SEWAGE DISPOSAL SYSTEM TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, the County of Oakland (the "County") and the Village of Holly (the "Village") have entered into the Holly Sewage Disposal System (Wastewater Treatment Plant Improvements) Contract dated as of March 1, 1994 (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 the issuance of bonds in one or more series by the County to defray all or part of the cost of the wastewater treatment plant improvements to the Holly Sewage Disposal System as described in the Contract (the "Project"), said bonds to be secured by the contractual obliga- tion of the Village 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 bonds be issued to defray the cost of the Project and that the Project be acquired and constructed in accordance with the provisions of the Contract. THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF OAKLAND COUNTY, MICHIGAN, as follows: 1. AUTHORIZATION OF BONDS -- PURPOSE. Bonds of the County aggregating the principal sum of One Million Four Hundred Sixty Thousand Dollars ($1,460,000) shall be issued and sold pursuant to the provisions of Act 342, and other applicable statutory provisions, for the purpose of defraying the cost of acquiring and constructing the Project. 2, BOND DETAILS. The bonds shall be designated "Oakland county sewage Dispoeal (Holly System) Bonds (Limited Tax General ObIigation); shall be dated September 1, 1994; 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 May 1, 1995, and semiannually thereafter on the first days of May and November in each year; and shall mature on Kay 1 in each year as follows; YEAR AMOUNT 1995 $110,000 1995 125,000 1997 125,000 1998 125,000 1999 150,000 2400 150,000 2001 150,000 2002 175,000 2003 175,000 2004 175,400 3. PAYmENT OF PRINCIPAL AND INTEREST. The principal of and interest on the bonda 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 thc regis- tered 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 REDEHPTION. The bonds shall not be subject to redemption prior to maturity. 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 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 may from time to time as required designate a similarly qualified successor bend registrar and paying agent. -2- 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 Commis- sioners 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. EXCHANGE AND TRANSFER OF BONDS. 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 same 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 name any bond shall be registered upon the books of the County as the absolute owner of -3- such bond, whether such 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 MICHIGAN COUNTY OF OAKLAND OAKLAND COUNTY SEWAGE DISPOSAL (HOLLY SYSTEM) BONDS (LIMITED TAX GENERAL OBLIGATION) INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP September 1, 1994 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 office of 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 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 days of May and November in each year, commencing on May 1, 1995. 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 One Million Four Hundred Sixty Thousand Dollars ($1,460,000) 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 amended) and a bond authorizing resolution adopted by the Board of Commissioners -5- of the County (the "Resolution") for the purpose of defraying part of the cost of acquiring, constructing and financing the wastewater treatment plant improvements to the Holly Sewage Disposal System (the "Project"). The bonds of this series are issued in anticipation of payments to be made by the Village of Holly (the "Village") in the aggregate principal amount of One Million Four Hundred Sixty Thousand ($1,460,000) pursuant to a contract between the County and the Village dated as of March 1, 1994 (the "Contract"). The full faith and credit of the Village have been pledged to the prompt payment of the principal amount of the bonds of this series 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 County and the Village to pay the principal of and interest on the bonds of this series are subject to constitutional tax limitations. 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. The bonds are not subject to redemption prior to maturity. 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 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 OAKLAND (SEAL) By: Chairman, Board of Commissioners 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 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 bonds shall be issued in anticipa- tion of payments to be made by the Village pursuant to the Contract. The bonds shall be secured primarily by the full faith and credit pledge made by the 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 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 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 the bonds, shall have been deposited in trust, this resolution shall be defeased and the owners of the bonds shall have no further rights under this resolution except to receive payment of the principal of, premium if any, and interest on the 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 the bonds there shall be set aside in the Principal and Interest Fund any premium and accrued interest received from the purchaser of the bonds at the time of delivery of the same. All payments received from the Village pursuant to the Contract as amended are pledged for payment of the principal of and interest on the bonds and expenses incidental 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 be set aside in a construction fund and used to acquire and construct the Project in accordance with the provisions of the Contract. 13. REPLACEMENT OF BONDS. Upon receipt by the County Treasurer of proof of ownership of an unmatured bond, of satis- factory 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 bond to replace the bond lost, apparently destroyed or wrongfully taken in compliance -10- with applicable law. In the event an outstanding matured bond is lost, apparently destroyed or wrongfully taken, the County Treasurer may authorize the bond registrar and paying agent 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 and the County in the premises. Any bond delivered pursuant the provisions of this Section 13 in lieu of any bond lost, apparently destroyed or wrongfully taken shall be of the same form and tenor and be secured in the same manner as the bond in substitution for which such bond was delivered. 14. REDUCTION OF PRINCIPAL AMOUNT OF BOND ISSUE. If the County Drain Commissioner shall determine that it is not necessary to sell bonds in the principal amount of One Million Four Hundred Sixty Thousand Dollars ($1,460,000), he may by order reduce the principal amount of bonds to be sold to that amount deemed necessary. In the event the principal amount of the bond issue is reduced pursuant to this section, the County Drain Commissioner shall reduce the amount of bonds maturing in any one or more years as necessary. 15. APPROVAL OF MICHIGAN DEPARTMENT OF TREASURY -- EXCEPTION FROM PRIOR APPROVAL. The issuance and sale of the bonds shall be subject to permission being granted therefor by the Department 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. The County Drain Commissioner and the County Treasurer are each severally authorized to apply for such waivers from the Michigan Department of Treasury as the County Drain Commissioner or the County Treasurer deems appropriate in connec- tion with the sale of the bonds. 16. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF BONDS. The County Drain Commissioner is authorized to prescribe the form of notice of sale for the bonds, to sell the bonds at not less than 98.5% of par plus accrued interest 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 bonds in accordance with the provisions of this resolution. The County Drain Commissioner is authorized to cause the preparation of an official statement for the bonds to enable 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 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 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 Commissioner 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. NING AND BUILDING COMMITTEE PM14/09007/0271/AL1/2 -12- July 28, 1994 FISCAL NOTE (Misc. 194231) BY: FINANCE COMMITTEE, JOHN P. McCULLOCH, CHAIRPERSON IN RE: DRAIN COMMISSIONER RESOLUTION TO AUTHORIZE THE ISSUANCE OF BONDS TO DEFRAY THE COST OF WASTEWATER TREATMENT PLANT IMPROVEMENTS TO THE HOLLY SEWAGE DISPOSAL 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 # 94231 and finds: 1) The resolution authorizes the issuance of sewage disposal bonds with the County pledging full faith and credit with the Village of Holly as the primary obligor. 2) The principal amount of the bond issue is $1,460,000 at an interest rate not to exceed 8% to be paid back within 10 years. 3) The statutory limit for County debt is $3,008,744,830 (10% of 1993 State Equalized Value). As of June 30, 1993, the outstanding debt is $370,692,665.93 or approximately 1.2% of the S.E.V. 4) Of the total project cost, the County's apportionment is 0%. Resolution #94231 July 28, 1994 Moved by Palmer supported by Johnson the resolution be adopted. AYES: McPherson, Miltner, Moffitt, Newby, Oaks, Obrecht, Palmer, Pernick, Powers, Schmid, Taub, Wolf, Crake, Dingeldey, Douglas, Garfield, Gosling, Huntoon, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch. (24) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. :HEREVAP THE FOREGOING -5N RESQLUPON 7/ L Waits PotWeTii. County Executive Date 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 July 28, 1994 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 28th day 4 July 1994. 7 5. Allen, County Clerk