HomeMy WebLinkAboutResolutions - 1996.03.07 - 248307, 1996
SYSTEMS,
Miscellaneous Resolution #96047 March
BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON
IN RE: DRAIN COMMISSIONER - EVERGREEN FARMINGTON SEWAGE DISPOSAL
FARMINGTON HILLS - SOUTHFIELD SEGMENT I REFUNDING BONDS
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen
WHEREAS, pursuant to the provisions of Act No. 342, Public Acts
1939, as amended, the County of Oakland (the "County") has issued
Evergreen Farmington Sewage Disposal Systems, Farmington Hills -
of Michigan,
its Oakland County
Southfield Segment
I Bonds dated August 1, 1989 (the "Prior Bonds") in the original principal amount
of $9,300,000 to defray the cost of acquiring and constructing part of Segment I of
the Evergreen and Farmington Sewage Disposal Systems Pollution Control Facilities
pursuant to the Evergreen and Farmington Sewage Disposal Systems Pollution Control
Facilities Southfield and Farmington Hills Contract (the "Contract") dated as of
March 1, 1988 among the City of Farmington Hills and the City of Southfield (the
"Municipalities") and the County; and
WHEREAS, the Prior Bonds remain outstanding in the aggregate principal amount
of $7,900,000, mature in various principal amounts on May 1 in the years 1996
through 2009 and bear interest at rates per annum which vary from 5,00%. to 10.0045;
and
WHEREAS, Chapter VI of Act No. 202, Public Acts of Michigan, 1943 1 as amended
("Act 202") authorizes the County to refund all or any part of its funded
indebtedness; and
WHEREAS, the County received requests from the Municipalities to refund all
or part of the outstanding Prior Bonds; and
WHEREAS, it is in the best interests of the County and the Municipalities that
the Prior Bonds maturing in the years 1998 through 2007 be refunded.
NOW, THEREFORE, BE IT RESOLVED:
LUTHORIZATION OF BONDS - PURPOS. Bonds of the County (the "Refunding
Bonds") aggregating the principal sum of not to exceed Six Million Five Hundred
Thousand Dollars ($6,500,000) shall be issued and sold pursuant to the provisions
of Act 202, and other applicable statutory provisions, for the purpose of refunding
the Prior Bonds maturing in the years 1998 through 2007.
2. BOND DETAILS. The Refunding Bonds shall be designated Evergreen
Farmington Sewage Disposal Systems Farmington Hills - Southfield Segment I Refunding
Bonds; shall be in the principal amount and shall be dated as of such date as shall
be determined by County Drain Commissioner as County Agency at the time of sale;
shall be numbered frnm 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 6t per annum to be determined
upon the sale thereof payable on such dates as shall be determined at the time of
sale; and shall mature on such dates and in such amounts as shall be determined at
the time of sale.
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3. PAYMENT 9F PRTNCTPAL 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 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. PRT.OR RPTIEMPTION. The Refunding Bonds shall be subject to redemption
prior to maturity upon such terms and conditions as shall be determined at the time
of sale.
5. BONDREcaT_ST1A-3! AND PAYING AGENT. The County Treasurer shall designate
and 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 Treasurer may from time to time as required designate
a similarly qualified successor bond registrar and paying agent.
G. BXRCUTION. ATITHRNTTraTTON ANT) DF4TVERY 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, 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
authentication 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. ,T)crwAric;F, Amr, TRANSFRR 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 nia duly authorized attorney, at the option of the registered owner
thereof, may be exchanged for Refunding Bonds of any other authorized denominations
of the same aggregate principal amount and maturity date and bearing the same rate
of interest as the surrendered Refunding Bond.
Each Refunding Bond shall be transferable only upon the books of the County,
which shall be kept for that purpose by the bond registrar and paying agent, upon
surrender of such Refunding Bond together with a written instrument of tr.anofer
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
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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 60 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,
coat, charge, expense, judgment or liability incurred by it, acting in good faith
and without negligence hereunder, in so treating such registered owner.
For every exchange or transfer of Refunding Bonds, the County or the bond
registrar and paying agent may make a charge sufficient to reimburse it for any tax,
fee or other governmental charge required to be paid with respect to such exchange
or transfer, which sum or sums shall be paid by the person requesting such exchange
or transfer as a condition precedent to the exercise of the privilege of making such
exchange or transfer.
The bond registrar and paying agent shall not be required to transfer or
exchange Refunding Bonds or portions of Refunding Bonds which have been selected for
redemption.
8. FORM QF BONDS. The Refunding Bonds shall be An substantially the
following form:
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,141:AL . 999 PO .
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF OAKLAND
EVERGREEN FARMINGTON SEWAGE
DISPOSAL SYSTEMS, FARMINGTON HILLS -
SOUTHFIELD SEGMENT I REFUNDING BOND
INTEREST RATE
Registered Owner
Principal Amount
MATURITY DATE J/LTE OF ORT(4TNAn T2SUP CUSIP
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 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
calender 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 , 1996 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 May and November in
each year, commencing on 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 Thousand Dollars ($ ) issued by the County under
and pursuant to and in full conformity with the Constitution and Statutes of
Michigan (especially Act No. 202, Public Acts of 1943, as amended) and a
resolution adopted by the Board of Commissioners of the County (the "Resolution"
and an order of the Drain Commissioner of the County as County Agency for the
purpose of refunding the outstanding Oakland County Evergreen Farmington Sewage
Disposal Systems, Farmington Hills - Southfield Segment I Bonds dated August 1,
1989 maturing in the years 1998 through 2007. 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 Farmington
Hills and the City of Southfield (the "Municipalities") in payment of their
respective obligations under a certain contract dated as of March 1, 1988 among
the Municipalities and the County. The full faith and credit of each
Municipality have been pledged for the making of its share of such payments. As
additionally security for the payment of the principal of and interest on the
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bonds of this series the full faith and credit of the County have been pledged.
Taxes imposed by the Municipalities and the County are subject to constitutional
tax rate -..imitations.
This bond is transferable, as provided in the Resolution, only upon
the books of the County kept for that purpose by the bond registrar and paying
agent, upon the surrender of this bond together with a written instrument of
transfer satisfactory to the bond registrar and paying agent duly executed by the
registered owner or his attorney duly authorized in writing. Upon the exchange
or transfer of this bond a new bond or bonds of any authorized denomination, in
the same aggregate principal amount and of the same interest rate and maturity,
shall be authenticated and delivered to the transferee in exchange therefor as
provided in the Resolution, and upon payment of the charges, if any, therein
provided. Bonds so authenticated and delivered shall be in the denomination of
$5,000 or any integral multiple thereof not exceeding the aggregate principal
amount tor 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 1, , are not subject to
redemption prior to maturity. Bonds maturing on and after 1,
, 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 1, . Bonds of a
denomination greater than $5,000 may be partially redeemed in the amount of
$5,000 or any integral multiple thereof. If less than all of the bonds maturing
in any year are to be redeemed, the bonds or portions of bonds to be redeemed
shall be selected by lot. The redemption price shall be the par value of the
bond or portion of the bond called to be redeemed plus interest to the date fixed
for redemption and a premium as follows:
of the par value if called for redemption on or
after 1, , but prior to
1,
of the par value if called for redemption on or
after 1, , but prior to
1,
of the par value if called for redemption on or
after 1, , but prior to
1
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,
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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, State of 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 hercon. 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
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the within mentioned
Resolution.
Bond Registrar and Paying Agent
By:
Authorized Representative
AUTHENTICATTON 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
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By:
WP7:1HEVAE.99S99.,;(OHKg.
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.
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WP2:!Hr:AE.92999.11,Kg7.
9. SECURITY. The Refunding Bonds shall be issued in anticipation
of the payments to be made by the Municipalities pursuant to the Contract. As
additional security the full faith and credit of the County of Oakland are hereby
pledged for the prompt payment of the principal of and interest on the Refunding
Bonds as the same shall become due. If a Municipality shall fail to make
payments to the County that are sufficient to pay its share of 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. PEFEASANCE. In the event cash or direct obligations of the
United States or obligations the principal of and interest on which are
guaranteed by the United States, or a combination thereof, the principal of and
interest on which, without reinvestment, come due at times and in amounts
sufficient to pay, at maturity or irrevocable call for earlier optional
redemption, the principal of, premium if any, and interest on the Refunding Bonds
or any portion of the Refunding Bonds, shall have been deposited in trust, this
Bond Resolution shall be def eased with respect to such Refunding Bonds and the
owners of the Refunding Bonds shall have no further rights under this Bond
Resolution except tc receive payment of the principal of, premium if any, and
interest on the Refunding Bonds from the cash or securities deposited in trust
and the interest and gains thereon and to transfer and exchange Refunding Bonds
as provided herein.
11. PRTNCTPAL AND TNTERFST MINT) 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 Purchaser of the Refunding Bonds at the time of delivery of the
same. All payments received from the Municipalities pursuant to the Contract are
pledged for the payment of the principal of and interest on the Prior Bonds that
are not refunded and the Refunding Bonds and expenses incidental thereto and as
received shall be placed in the Principal and Interest Fund. The County Agency
shall transfer moneys in the Principal and Interest Fund to the bond registrar
and paying agent for the Prior Bonds that are not refunded and the bond registrar
and payment agent for the Refunding Bonds as necessary for the payments of the
principal of and interest on such Prior Bonds and the Refunding Bonds.
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 maturing
in the years 1998 through 2007. After the issuance expenses have been paid or
provided for the remaining proceeds shall be used to establish an escrow fund
;the "Escrow Fund") consisting of cash and investments in direct obligations of,
or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America or other obligations the principal of
and interest on which are fully secured by the foregoing and used to pay the
principal of, interest on and redemption premiums on the Prior Bonds maturing in
the years 1998 through 2007. 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 pay the
interest on the Prior Bonds maturing in the years 1998 through 2007 when due and
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to call such Prior Bonds for redemption at such time as shall be determined in
the Escrow Agreement. The County Treasurer shall select the Trustee and enter
into the Escrow Agreement with the Trustee 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 on the Prior Bonds maturing
in the years 1998 through 2007 when due at maturity or call for redemption as
required by the Escrow Agreement.
13, APPROVAL OF nEPARTMENT CF TREAeURY 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 or the
County Treasurer shall make application to the Department of Treasury for
permission to issue and Bell the Refunding Bonds as provided by the terms of this
reeolution.
14. SALE, ISSUANCE, DELIVERY. TRANSFER AND_FeCeHANGE OF BONDS,. The
County Agency shall determine the principal amount of the Refunding Bonds to be
sold and shall determine the other bond details as described in Section 2 hereof
and the terms and conditions for prior redemption as described in Section 4
hereof. The County Agency shall prescribe the form of Notice of Sale for the
Refunding Bonds and shall publish the notice in accordance with law in a
publication to be selected by the County Agency. The County Agency and the
County Treasurer and other County officials are authorized 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 resolution.
I S , REPLACEMENT OF BONDS Upon receipt by the County Treasurer of
proof of ownership of an unmatured Refunding Bond, of satisfactory evidence that
the Refunding Bond has been lost, apparently destroyed or wrongfully taken and of
security or indemnity which complies with applicable law and is satisfactory to
the Treasurer, the Treasurer may authorize the bond registrar and paying agent
to deliver a new executed Refunding Bond to replace the bond lost, apparently
destroyed or wrongfully taken in compliance with applicable law. In the event an
outstanding matured Refunding Bond is lost, apparently destroyed or wrongfully
taken, the Treasurer may authorize the Refunding Bond registrar and paying agent
to pay the Refunding Bond without presentation upon the receipt of the same
documentation required for the delivery of a replacement Refunding Bond. The
bond registrar and paying agent for each new Refunding Bond delivered or paid
without presentation an provided above shall require the payment of expenses,
ncluding counsel fees, that may be incurred by the bond registrar and paying
agent and the County in the premises. Any Refunding Bond delivered pursuant the
provisions of this Section 16 in lieu of any Refunding Bond lost, apparently
destroyed or wrongfully taken shall be of the same form and tenor and be secured
in the same manner as the Refunding Bond in substitution for which such Refunding
Bond was delivered.
16. TAX COVENANT. The County covenants to comply with all
requirements of the Internal Revenue Code of 1986, as amended, necessary to
assure that the interest on the Refunding Bonds will be and will remain
excludable from gross income for federal income tax purposes. The County Agency
is authorized to do all things necessary to assure that the interest on the
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Refunding Bonds will be and will remain excludable from gross income for federal
income tax purposes.
17. OFFTCTAI. sTATPMENT. The County shall cause the preparation of
an official statement for the Refunding Bonds for the purpose of enabling
compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as
amended (the "Rule") and shall do all other things necessary to enable compliance
with the Rule. After the award of the Refunding Bonds, the County will provide
copies of a "final official statement" (as defined in paragraph (e)(3) of the
Rule) on a timely Oasis 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.
18. CONTINUING DTSCT.ORUPR, The County Treasurer is hereby
authorized to execute and deliver in the name and on behalf of the County (i) a
certificate of the County to comply with the requirements for a continuing
disclosure undertaking of the County pursuant to subsection (b) (5) of the Rule
and (ii) amendments to such certificate from time to time in accordance with the
terms of such certificate (the certificate and any amendments thereto are
collectively referred to herein as the 1 Continuing Disclosure Certificaten). The
County hereby covenants and agrees that it will comply with and carry out all of
the provisions of the Continuing Disclosure Certificate. The remedies for any
failure of the County to comply with and carry out the provisions of the
Continuing Disclosure Certificate shall be as set forth therein.
19. CONFLICTING_RRSOLUTToNS. 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 adoption of the foregoing resolution.
PLANNING AND BUrLDING COMMITTEE
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FISCAL NOTE (Misc. #96047)
BY: FINANCE AND PERSONNEL COMMITTEE, Sue Ann Douglas, Chairperson
IN RE: DRAIN COMMISSIONER - RESOLUTION TO AUTHORIZE EVERGREEN FARMINGTON
SEWAGE DISPOSAL SYSTEMS, FARMINGTON HILLS - SOUTHFIELD SEGMENT I
REFUNDING BONDS - MISCELLANEOUS RESOLUTION #XXXXX
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 Resolution # 96047 and finds:
1) Resolution #89160 authorized the issuance of Segment I bonds for the
Evergreen-Farmington Sewage Disposal System in the amount of
$9,300,000 on June 29, 1989; bonds were issued on August 1, 1989.
2) Chapter VI of Public Act 202, as amended, authorizes the County to
refund all or any part of its funded indebtedness.
3) This resolution authorizes the refunding of $5,500,000 of the
current $7,900,000 in outstanding bonds to take advantage of lower
interest rates.
4) Debt service on the current bonds is $8,264,350; estimated debt
service on refunding bonds is $7,808,017 for a net savings of
$456 0 333.
5) The City of Farmington Hills will receive 50.29% of the savings
($229 0 490) and the City of Southfield will receive 49.71W of the
savings ($226,843).
6) Refunding bonds will not be sold if, at the time bids are received,
it is not possible to achieve savings of at least $100,000 and net
present value savings of at least 2t of the principal amount.
7) There is no financial impact on the County as a result of the
refunding of the bonds.
FINANCE AND PERSONNEL COMMITTEE
Resolution 496047 March 7, 1996
Moved. by Palmer supported by Moffitt the resolution be adopted.
AYES: McPherson, Moffitt, Obrecht, Palmer, Pernick, Powers, Schmid, Taub,
Wolf, Amos, Crake, Devine, Dingeldey, Douglas, Garfield, Jacobs, Jensen, Johnson,
Kaczmar, Kingzett, Law, McCulloch. (22)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution was adopted.
I HEREB ,13 *-1.94eHE FOREGOING RESOLUTION
L (coke P. 'ewe, County Executive Date
MIEMMINMInMO
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 Commissionera on March 7, 1956 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 Pontac, Michigan this 7th day of March 1996.
LynA D. Allen, County Clerk