HomeMy WebLinkAboutResolutions - 1994.03.23 - 24178Miscellaneous Resolution # 94068 March 24, 1994
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 ORCHARD LAKE VILLAGE SANITARY
SEWAGE COLLECTION AND DISPOSAL 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 Sanitary Sewage Collection and
Disposal System Contract dated as of November 1, 1989 (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
by the County to defray the cost of acquiring and constructing
the City of Orchard Lake Village Sanitary Sewage Collection and
Disposal 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, the Oakland County Sewage Disposal Bonds (City
of Orchard Lake Village System) dated September 1, 1990 have been
issued in the principal amount of $2,135,000 to defray part of
the cost of the project; and
WHEREAS, the Oakland County Sewage Disposal Bonds (City
of Orchard Lake Village System), Series 1993 dated March 1, 1993
have been issued in the principal amount of $2,100,000 to defray
part of the cost of the project; and
WHEREAS, it is in the best interest of the County of
Oakland that additional bonds be issued at this time.
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 Five Million Sixty-Five
Thousand Dollars ($5,065,000) 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
Sanitary Sewage Collection and Disposal System.
2. BOND DETAILS. The bonds shall be designated
Oakland County Sewage Disposal Bonds (City of Orchard Lake
Village System) Series 1994; shall be dated March 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 November 1, 1994, and
semiannually thereafter on the first days of May and November in
each year; and shall mature on November 1 in each year as
follows:
1995 $160,000 2004 $255,000
1996 170,000 2005 265,000
1997 180,000 2006 280,000
1998 190,000 2007 295,000
1999 195,000 2008 315,000
2000 210,000 2009 330,000
2001 220,000 2010 350,000
2002 230,000 2011 370,000
2003 240,000 2012 395,000
2013 415,000
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 redemption prior to
maturity. Bonds maturing on and after November 1, 2003 shall be
subject to redemption prior to maturity upon the terms and
conditions set forth in the form of bond contained in Section 8
hereof.
-2-
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 bond registrar 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 Chairperson 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
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 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 the
registered owner's 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 the registered owner's 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
-3-
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
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
the registered owner, or upon the order of the registered owner,
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 the
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 BOND
(CITY OF ORCHARD LAKE VILLAGE SYSTEM)
SERIES 1994
INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP
March 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 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 November 1, 1994. 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 Five Million Sixty-Five Thousand Dollars
($5,065,000) 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
-5-
bond authorizing resolution adopted by the Board of Commissioners
of the County (the "Resolution") for the purpose of defraying
part of the cost of acquiring and constructing the City of
Orchard Lake Village Sanitary Sewage Collection and Disposal
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 Five Million Sixty-Five Thousand
Dollars ($5,065,000) pursuant to a contract between the County
and the City of Orchard Lake Village dated as of November 1,
1989. 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 amount. Taxes
levied by the County 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 Reso-
lution, 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 the Registered Owner's 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 November 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 redeemed, the bonds or
portions of bonds to be redeemed shall be selected by lot. The
-6-
redemption price shall be the par value of the bond or portion of
the bond called to be redeemed plus intbrest to the date fixed
for redemption and a premium as follows:
1% of the par value if called for redemption
on or after November 1, 2002, but prior
to November 1, 2004;
0.5% of the par value if called for redemption
on or after November 1, 2004, but prior
to November 1, 2006;
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 owners of bonds called to be redeemed by mail to the
Registered Owner 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 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 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
(SEAL)
By: By:
County Clerk Chairperson
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:
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
The signature must be guaranteed by a commercial 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 amounts sufficient
to pay, at maturity or irrevocable call for earlier optional
redemption, the principal of, premium, 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 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 City of Orchard Lake Village
pursuant to the Contract 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 City of Orchard Lake
Village Sanitary Sewage Collection and Disposal System in
accordance with the provisions of the Contract.
13. 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
-9-
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 Commissioner shall determine that it is not
necessary to sell bonds in the principal amount of Five Million
Sixty-Five Thousand Dollars ($5,065,000), 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. 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 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 15 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.
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 99% 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.
-10-
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 "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 )n t e fore?' t • ution.
sr
co,FTNING AND BUILDING COMMITTEE
JAE/09007/0269/FQ8
-11-
• March 24, 1994
FISCAL NOTE (Misc. #94068)
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 ORCHARD LAKE
VILLAGE SANITARY SEWAGE COLLECTION AND DISPOSAL SYSTEM,
MISCELLANEOUS RESOLUTION #94
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 #94968 and finds:
1) The resolution authorizes the issuance of additional
sewage disposal bonds with the County pledging full faith
and credit with the City of Orchard Lake Village as the
primary obligor.
2) Two previous bond issues were sold for this project in
the amount of $4,235,000. The principal amount of this
bond issue is $5,065,000 to be paid back within 19 years
at an interest rate to be determined by bid, but not
exceeding 8% per annum. Total bond issues for this
project would be $9,300,000 as authorized by voter
approval.
3) The statutory limit for County debt is $3,008,744,830
(10% of 1993 State Equalized Value). As of February 28,
1994, the outstanding debt is $319,229,031 or
approximately 1.1% of the S.E.V.
4) County funds are not required for this project.
FINANCE COMMITTEE
(1(L-t
STEV\DRAIN\ORCHARD1.FN
Resolution #94068 March 24, 1994
Moved by Palmer supported by Gosling the resolution be adopted.
AYES: Powers, Schmid, Taub, Wolf, Aaron, Crake, Dingeldey, Douglas,
Garfield, Gosling, Huntoon, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch,
McPherson, Miltner, Oaks, Obrecht, Palmer, Pernick. (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 24, 1994 with the original record
thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand andeyixed the seal ql,t, the
County of Oakland at Pontiac, Michigan this 24th arc?r94.
Lyagl D. Allen, County Clerk