Loading...
HomeMy WebLinkAboutResolutions - 1998.10.28 - 25512October 29, 1998 Miscellaneous Resolution No. #98267 BY: PLANNING AND BUILDING COMMITTEE CHARLES E. PALMER, CHAIRPERSON IN RE: DRAIN COMMISSIONER - RESOLUTION TO AUTHORIZE OAKLAND COUNTY REFUNDING BONDS (EVERGREEN-FARMINGTON SYSTEM -LATHRUP VILLAGE EXTENSION NO. 1) TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, pursuant to the provisions of Act No. 342, Public Acts of Michigan, 1939, as amended, the County of Oakland (the "County") has issued its Oakland County Evergreen- Farmington Sewage Disposal System, (City of Lathrup Village Extension No. 1) Bonds dated December 1, 1990 (the "Prior Bonds"), in the original principal amount of $6,075,000 to defray the cost of acquiring and constructing the City of Lathrup Village Pollution Control Facilities, Extension No. 1 as part of the Evergreen and Farmington Sewage Disposal System pursuant to the Evergreen and Farmington Sewage Disposal System Pollution Control Facilities City of Lathrup Village Extension No. 1 Contract (the "Contract") dated as of January 1, 1990, between the City of Lathrup Village (the "Municipality") and the County; and WHEREAS, the Prior Bonds remain outstanding in the aggregate principal amount of $5,200,000, mature in various principal amounts on November 1 in the years 1998 through 2009 and bear interest at rates per annum which vary from 6.00% to 9.50%; and WHEREAS, Chapter VI of Act No. 202, Public Acts of Michigan, 1943, as amended ("Act 202") authorizes the County to refund all or any part of its funded indebtedness; and WHEREAS, the County received a request from the Municipality to refund all or part of the outstanding Prior Bonds; and WHEREAS, it is in the best interests of the County and the Municipality that the Prior Bonds maturing in the years 2000 through 2009 be refunded. NOW, THEREFORE, BE IT RESOLVED: 1. AUTHORIZATION OF BONDS - PURPOSE. Bonds of the County (the "Refunding Bonds") aggregating the principal sum of not to exceed Five Million Two Hundred Thousand Dollars ($5,200,000) shall be issued and sold pursuant to the provisions of Act 202, and other applicable statutory provisions, for the purpose of refunding all or part of the Prior Bonds maturing in the years 2000 through 2009. Planning and Building Committee Vote: Carried unanimously on a roll call vote. 2. BOND DETAILS. The Refunding Bonds shall be designated Oakland County Refunding Bonds (Evergreen-Farmington System - Lathrup Village Extension No. 1); 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 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 6% 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. 3. PAYMENT OF PRINCIPAL AND INTEREST. The principal of and interest on the Refunding Bonds shall be payable in lawful money of the United States. Principal shall be payable upon presentation and surrender of the bonds to the bond registrar and paying agent as they severally mature. Interest shall be paid to the registered owner of each bond as shown on the registration books at the close of business on the fifteenth day of the calendar month preceding the month in which the interest payment is due. Interest shall be paid when due by check or draft drawn upon and mailed by the bond registrar and paying agent to the registered owner at the registered address. 4. PRIOR REDEMPTION. The Refunding Bonds shall be subject to redemption prior to maturity upon such terms and conditions as shall be determined at the time of sale. 5. BOND REGISTRAR 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. 6. EXECUTION, AUTHENTICATION AND DELIVERY OF BONDS. The Refunding Bonds shall be executed in the name of the County by the facsimile signatures of the Chairman of the Board of Commissioners and the County Clerk and authenticated by the manual signature of an authorized representative of the bond registrar and paying agent, and the seal of the County (or a facsimile thereof) shall be impressed or imprinted on the Refunding Bonds. After the Refunding Bonds have been executed and authenticated, 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. -2- 7. EXCHANGE AND TRANSFER OF BONDS. Any Refunding Bond, upon surrender thereof to the bond registrar and paying agent with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney, at the option of the registered owner thereof, may be exchanged for Refunding Bonds of any other authorized denominations of the same aggregate 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 transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney. Upon the exchange or transfer of any Refunding Bond, the bond registrar and paying agent on behalf of the County shall cancel the surrendered Refunding Bond and shall authenticate and deliver to the transferee a new Refunding Bond or Bonds of any authorized denomination of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered Refunding Bond. If, at the time the bond registrar and paying agent authenticates and delivers a new Refunding Bond pursuant to this section, payment of interest on the Refunding Bonds is in default, the bond registrar and paying agent shall endorse upon the new Refunding Bond the following: "Payment of interest on this bond is in default. The last date to which interest has been paid is The County and the bond registrar and paying agent may deem and treat the person in whose name any Refunding Bond shall be registered upon the books of the County as the absolute owner of such Refunding Bond, whether such Refunding Bond shall be overdue or not, for the purpose of receiving payment of the principal of and interest on such Refunding Bond and for all other purposes, and all payments made to any such registered owner, or upon his order, in accordance with the provisions of Section 3 of this 'resolution shall be valid and effectual to satisfy and discharge the liability upon such Refunding Bond to the extent of the sum or sums so paid, and neither the County nor the bond registrar and paying agent shall be affected by any notice to the contrary. The County agrees to indemnify and save the bond registrar and paying agent harmless from and against any and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without negligence hereunder, in so treating such registered owner. For every exchange or transfer of Refunding Bonds, the County or the bond registrar and paying agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person 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 OF BONDS. The Refunding Bonds shall be in substantially the following form: -3- UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND OAKLAND COUNTY REFUNDING BONDS (EVERGREEN-FARMINGTON SYSTEM - LATHRUP VILLAGE EXTENSION NO. 1) INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP Registered Owner: Principal Amount: The County of Oakland, State of Michigan (the "County"), acknowledges itself indebted to, and for value received, hereby promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount set forth above on the Maturity Date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender of this bond at 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 15 h 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 , 1999, 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, 1999. 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 Evergreen Farmington -4- Sewage Disposal System (City of Lathrup Village Extension No. 1) Bonds dated December 1, 1990, maturing in the years 2000 through 2009. 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 Lathrup Village (the "Municipality") in payment of its obligations under a certain contract dated as of January 1, 1990, between the Municipality and the County. The full faith and credit of the Municipality have been pledged for the making of such payments. As additionally security for the payment of the principal of and interest on the bonds of this series the full faith and credit of the County have been pledged. Taxes imposed by the Municipality are not subject to limitation as to rate or amount. Taxes imposed by the County are subject to constitutional tax rate 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 and maturity, shall be authenticated and delivered to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges, if any, therein provided. Bonds so authenticated and delivered shall be in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount for each maturity. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. Bonds maturing prior to , are not subject to redemption prior to maturity. Bonds maturing on and after , are subject to redemption prior to maturity at the option of the County, in such order as shall be determined by the County, on any one or more interest payment dates on and after . Bonds of a denomination greater than $5,000 may be 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, -5- Not less than thirty days' notice of redemption shall be given to the registered owners of bonds called to be redeemed by mail to each registered owner at the registered address. Bonds or portions of bonds called for redemption shall not bear interest on and after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the bonds of this series, existed, have happened and have been performed in due time, form and manner as required by law, and that the total indebtedness of the County, including the series of bonds of which this bond is one, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, 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 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 By: Chairman, Board of Commissioners [SEAL] 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 hereby irrevocably constitutes and appoints 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. [END OF BOND FORM] 9. SECURITY The Refunding Bonds shall be issued in anticipation of the payments to be made by the Municipality 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 the Municipality shall fail to make payments to the County that are sufficient to pay the principal of and interest on the Refunding Bonds as the same shall become due, then an amount sufficient to pay the deficiency shall be advanced from the general fund of the County. 10. 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 Refunding Bonds or any portion of the Refunding Bonds, shall have been deposited in trust, this Bond Resolution shall be defeased with respect to such Refunding Bonds and the owners of the Refunding Bonds shall have no further rights under this Bond Resolution except to receive payment of the principal of, premium if any, and interest on 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. PRINCIPAL AND INTEREST FUND. There has been established for the Prior Bonds a Principal and Interest Fund which shall be kept in a separate bank account. From the proceeds of the sale of the Refunding Bonds there shall be set aside in the Principal and Interest Fund any premium and accrued interest received from the Purchaser of the Refunding Bonds at the time of delivery of the same. All payments received from the Municipality 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 2000 through 2009. 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 2000 through 2009. 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 2000 through 2009 when due and 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 -9- on behalf of the County. The amounts held in the Escrow Fund shall be such that the cash and the investments and the income received thereon will be sufficient without reinvestment to pay the principal of, interest on and redemption premiums on the Prior Bonds maturing in the years 2000 through 2009 when due at maturity or call for redemption as required by the Escrow Agreement. 13. APPROVAL OF DEPARTMENT OF TREASURY. The issuance and sale of the Refunding Bonds shall be subject to permission being granted therefor by the Department of Treasury of the State of Michigan and the County Agency or the County Treasurer shall make application to the Department of Treasury for permission to issue and sell the Refunding Bonds as provided by the terms of this resolution. 14. SALE, ISSUANCE, DELIVERY. TRANSFER AND EXCHANGE OF BONDS. The County Agency 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. 15. 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 as provided above shall require the payment of expenses, including 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 15 in lieu of any Refunding Bond lost, apparently destroyed or wrongfully taken shall be of the same form and tenor and be secured in the same manner as the Refunding Bond in substitution for which such Refunding Bond was delivered. 16. TAX COVENANT. The County covenants to comply with all 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 Refunding Bonds will be and will remain excludable from gross income for federal income tax purposes. -10- 17. OFFICIAL STATEMENT. 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 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. 18. CONTINUING DISCLOSURE. 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 "Continuing Disclosure Certificate"). 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 RESOLUTIONS. All resolutions and parts of resolutions insofar as they may be in conflict herewith are hereby rescinded. Mr. Chairperson, on behalf of the Planning and Building Committee, I move adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE DETROIT 9007-309 374911 - 1 1 - FISCAL NOTE (Misc. #98267) October 29, 1998 BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: DRAIN COMMISSIONER - RESOLUTION TO AUTHORIZE OAKLAND COUNTY REFUNDING BONDS (EVERGREEN-FARMINGTON SYSTEM-LATHRUP VILLAGE EXTENSION NO. 1) TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-F of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. Resolution #90153, on June 28, 1990, pledged full faith and credit for Act 342 Water and Sewer bonds which were issued on December 1, 1990, in the amount of $6,075,000 for the construction of the City of Lathrup Village Pollution Control Facilities. 2. This resolution authorized the refunding of an amount not to exceed $5,200,000. The City of Lathrup Village is the primary obligor. 3. Debt service on the current bonds is $7,492,550; estimated debt service on refunding bonds is $6,505,858.54 with $538,300 being non- refunded for a net savings of $448,391.46. 4. The statutory limit for county debt is $4,305,683,429 (10% of 1998 State Equalized Value). As of 9/30/98, the outstanding debt is $288,688,125 or less than 1% of the S.E.V. 5. Amendments to the FY 1999 and FY 2000 budget are not required. Chairperson, on behalf of the Finance Committee, I move acceptance of the foregoing fiscal report. FINANCE COMMITTEE geus,/, FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Kingzett and Douglas absent. • . ()PFrIlm!G I.ITION I HERFP1' T' L BruoAs Fatter s9P(County Executive ./0 Date G. William Caddell, Deputy County Clerk Resolution 498267 October 29, 1998 Moved by Palmer supported by Gregory the resolution be adopted. AYES: Kaczmar, Kingzett, Law, McCulloch, McPherson, Millard, Moffitt, Obrecht, Palmer, Schmid, Taub, Wolf, Amos, Coleman, Devine, Dingeldey, Douglas, Garfield, Gregory, Hoffman, Huntoon, Jacobs, Johnson. (23) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. MOO STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, Deputy 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 October 29, 1998 with the original record thereof now remaining in my office. l In Testimony Whereof, I have hereunto set my ha a and affixed the seal of the County of Oakland at Pontiac, Michigan thta. 29 day of 9gtober 1998.