HomeMy WebLinkAboutResolutions - 1996.04.03 - 24657Miscellaneous Resolution #96077 April 4, 1996
BY: Planning and Building Committee, Charles Palmer, Chairperson
IN RE: DRAIN COMMISSIONER, VILLAGE OF FRANKLIN SANITARY SEWAGE
COLLECTION AND DISPOSAL SYSTEM - ISSUANCE OF BONDS TO DEFRAY PART
OF THE COST OF SEWAGE DISPOSAL IMPROVEMENTS.
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS, the County of Oakland (the "County") and the Village of Franklin
(the "Village") have entered into the Village of Franklin Sanitary Sewage Collection
and Disposal System Contract dated as of December 1, 1993, as amended by a First
Amendment to Contract dated as of March 1, 1996 (the "Contract"); 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 sewage disposal
improvements as described in the Contract (the "Project"), said bonds to be secured
by the contractual obligation 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 a series of
bonds be issued to defray part of the cost of the Project as requested by a resolution
adopted by the Village Council of the Village on November 22, 1993, as described
in Revised Exhibits A, B and C hereto attached.
THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
OAKLAND COUNTY, MICHIGAN, as follows:
1. AUTHORIZATIDN OF BONDS -- PURPOSE. Bonds of the County
aggregating the principal sum of One Million Four Hundred Thousand Dollars
($1,400,000) 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 Project.
2. BOND DETAILS. The bonds shall be designated "Oakland County
Sewage Disposal System (Village of Franklin) Bonds, Series 1996"; shall be dated as
of the date set forth in the Official Notice of Sale for said Bonds; 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 9% per annum to be determined upon the sale thereof payable on
November 1, 1996, 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:
YEAR AMOUNT YEAR AMOUNT
1998 $30,000 2007 $ 75,000
1999 35,000 2008 75,000
2000 40,000 2009 80,000
2001 45,000 2010 85,000
2002 50,000 2011 90,000
2003 60,000 2012 100,000
2004 65,000 2013 125,000
2005 70,000 2014 150,000
2006 75,000 2015 150,000
3, EAIMELLISIE_EfilirdEALAUDINIERESI. 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. The bonds shall be subject to redemption prior
to maturity upon the terms and conditions set forth in the form of bond contained in
Section 9 hereof.
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 that shall be a bank or trust company located in the State of Michigan
that 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. FKFrulanru 411THFNTICATiON AND b a•; k DS. T h e
bonds shall be executed in the name of the County by the facsimile signatures of the
Chairman of the Board of Commissioners and the County Clerk and authenticated by
the manual signature of an authorized representative of the bond registrar and paying
agent, and the seal of the County (or a facsimile thereof) shall be impressed or
imprinted on the bonds. After the bonds have been executed and authenticated for
delivery to the original purchaser thereof, they shall be delivered by the County
Treasurer to the purchaser upon receipt of the purchase price. Additional bonds
bearing the facsimile signatures of the Chairman of the Board of Commissioners and
the County Clerk and upon which the seal of the County (or a facsimile thereof) is
impressed or imprinted may be delivered to the bond registrar and paying agent for
authentication and delivery in connection with the exchange or transfer of bonds.
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The bond registrar and paying agent shall indicate on each bond the date of its
authentication.
7, FXCHANGF AND TRANSF ID :OLD . 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 17
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 any such registered owner, or upon his
order, in accordance with the provisions of Section 4 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
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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 that 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 SYSTEM
(VILLAGE OF FRANKLIN) BONDS, SERIES 1996
INTEREST RATE MATURITY nATF DATE OF ORIGINAL ISSUE CUSIP
1, 1996
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 principal corporate trust office
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 shown above 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 interest Rate per annum specified above.
Interest is payable on the first days of May and November in each year, commencing
on November 1, 1996. 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 Thousand Dollars ($1,400,000) 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 of the County (the "Resolution")
for the purpose of defraying part of the cost of acquiring, constructing and financing
improvements to the Oakland County Evergreen-Farmington Sewage Disposal System
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(Village of Franklin Section) (the "Project"). The bonds of this series are issued in
anticipation of payments to be made by the Village of Franklin (the "Village") in the
aggregate principal amount of One Million Four Hundred Thousand ($1,400,000)
pursuant to a contract between the County and the Village dated as of December 1,
1993 as supplemented by a supplemental contract dated March 1, 1996 (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 applicable statutory,
charter and constitutional tax limitations.
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 arid 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 that have been selected for redemption.
Bonds maturing prior to November 1, 2004, are not subject to redemption prior
to maturity. Bonds maturing on and after November 1, 2005, 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, 2005, at par plus interest accrued to the date fixed for redemption.
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.
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.
II Insert Term Bond Language, if Applicable]
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.
10. SECURITY. The bonds shall be issued in anticipation of payments to be
made by the Village pursuant to the Contract. The bonds shall be secured primarily
by the unlimited tax 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 that 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.
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 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.
12, PRINCIPAL AND INTEREST FUND. There shall be established for the
bonds a Principal and Interest Fund that 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 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.
13. 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.
14. REPLACEMENT QF 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
that 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 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
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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.
15. 2 B • I 14 0 k I :s s . If the County
Drain Commissioner shall determine that it is not necessary to sell bonds in the
principal amount of One Million Four Hundred Thousand Dollars 1$1,400,000), 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.
16. APPRMAI nF ['or-I-v.3,4N 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 tee 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 connection with the sale
of the bonds.
17. qA1 r iciitir DELIVER Y TRANSFIR AND 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 98.75% 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,
18. TA X 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
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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.
19. CIINTINDING DISCLOSUBE. The County covenants it shall comply
with the requirements of Rule 15c2-12 of the Securities and Exchange Commission
regarding continuing disclosure, as shall be more fully set forth in the Certificate of
the County Drain Commissioner awarding the bonds to the successful purchaser,
20. f:ONFLICT1NG RESOLUTION. All resolutions and parts of resolutions
insofar as they may be in conflict herewith are rescinded.
Chairperson, on behalf of the Planning and Building Committee, I move the
adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
EXISTING SEWER
LEGEND
•• NV 11•11,1111111161 MEM 111
PROPOSED CONTRACT -C" IN•simmimmumnm
NOTE:
CONTRACTS E & F GRINDER PtAO"
INSTALLATIONS AT VARIOUS LOCATiONS
THROUGHOUT THE VRLAGe
• • •
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41•11n111•MIN••=11. ftlin••n••••=11...!
4
FOURTEEN 44)LE ROAD 111_,
VILLAGE OF FRANKLIN
SANITARY SEWAGE COLLECTION At4D DISPOSAL SYSTEM
ESTIMATE OF PROJECT COST
Village of Franklin Sanitary Sewage and Disposal System
CONTRACTED SERVICES Construction Cost
Contract C - Pressure Sewer Main $485,467
Contract E - Grinder Pump Installations 651,393
Contract F - Grinder Pump Installations 430,240
Subtotal $1,547,100
CONTRACTED SERVICES • Project Development
Engineering
Plans & Specifications -0-
Contract Administration 46,230
Construction Layout 75,150
Subtotal $121,380
CONTRACTED SERVICES - Financing
Bond Counsel $12,500
Financial Consultant 9,000
Official Statement 2,000
Bond Rating Fees 5,000
Bond Printing & Publishing 2,500
Bond Discount (1.5%) 21,000
Subtotal $52,000
COUNTY SERVICES
Administration $24,000
Engineering 47,000
Inspection 151,000
Soil Erosion Permit 1,500
Subtotal $223,500
Contingency 133.020
Total Estimated Project Cost (First Stage) 2,077,000
Cost of Remaining Stages of Project 2.400.000
Subtotal $4,477,000
Less Funds Advanced from Village of Franklin (677,000)
Amended Contract Amount $3,800,000
Less Cost of Remaining Stages (2,400,000)
TOTAL PROJECT BOND ISSUE (First Stage) $1 ;400,000
Exhibit B - Revised
lotuslestcost.wk4
Elyissd ExiDitC to the Contract
Installments due the County on October 1st in the years and
amounts as follows:
$ 30,000 1998
35,000 1999
40,000 2000
45,000 2001
50,000 2002
60,000 2003
65,000 2004
70,000 2005
75,000 2006
75,000 2007
75,000 2008
80,000 2009
85,000 2010
90,000 2011
100,000 2012
125,000 2013
150,000 2014
150,000 2015
DEFSA3110744.2106572140124
FISCAL NOTE (Misc. #96077)
BY: FINANCE AND PERSONNEL COMMITTEE, SUE ANN DOUGLAS, Chairperson
IN RE: DRAIN COMMISSIONER VILLAGE OF FRANKLIN SANITARY SEWAGE COLLECTION
AND DISPOSAL SYSTEM - AUTHORIZATION FOR ISSUANCE OF BONDS TO DEFRAY
PART OF THE COST OF SEWAGE DISPOSAL IMPROVEMENTS.
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen;
Pursuant to Rule XII-F of this Board, the Finance Committee has reviewed
Miscellaneous Resoluton 96077and finds:
1) The resolution authorizes the issuance of drain bonds with the
obligor and
an interest
rs.
.00 (10%. of
1996, the
1% of the
County pledging full faith and credit as the secondary
with the Village of Franklin as the primary obligor.
2) The principal amount of the bond issue is $1,400,000 at
rate not to exceed 9t to be paid back within twenty yea
3) The statutory limit for County debt is $3,321,293,690
1936 State Equalized Value). As of February 29,
outstanding debt is $333,444,258.91 or approximately
S,E.V.
4.) No budget amendments are necessary.
FINANCE AND PERSONNEL COMMITTEE
Resolution #96077 April 4, 1996
Moved by Palmer supported by Douglas the resolution be adopted.
AYES: Jensen, Johnson, Kaczmar, Kingzett, McCulloch, Moffitt, Obrecht,
Palmer, Pernick, Powers, Quarles, Schmid, Taub, Wolf, Amos, Crake, Devine,
Dingeldey, Douglas, Garfield, Holbert, Huntoon, Jacobs. (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 April 4, 1996 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 4th day of April 1996.
00/27_
Lynn D. Allen, County Clerk