HomeMy WebLinkAboutResolutions - 1998.09.24 - 25537,
September 24, 1998
MISCELLANEOUS RESOLUTION # 98229
BY: Planning and Building Committee,
Charles E. Palmer, Chairperson
IN RE: RESOLUTION AUTHORIZING THE OAKLAND COUNTY BUILDING
AUTHORITY TO FINANCE THE BUILDING PROJECT
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS, there have been prepared and presented to the Board
of Commissioners (the "Board") of the County of Oakland, Michigan
(the "County"), preliminary plans to remodel, construct, equip and
furnish a building, parking lot and appurtenances (the "Project"),
all as more fully described in EXHIBIT A to the Lease Contract (as
hereinafter defined), and a proposed Lease Contract between the
County and the Oakland County Building Authority (the "Authority")
dated as of October 1, 1998 (the "Lease Contract"), pursuant to
which the Authority will construct, furnish, and equip the Project
as contemplated by the terms of Act No. 31, Public Acts of
Michigan, 1948 (First Extra Session), as amended ("Act 31"), and
lease the Project to the County for a term not to exceed 50 years
as permitted by Act 31; and
WHEREAS, it has been estimated that the period of usefulness
of the Project to be not less than 25 years and that the total cost
of equipping the Project (as defined in the Lease Contract) in an
amount not to exceed $5,100,000 of which not to exceed $5,100,000
will be provided by the proceeds from the sale of bonds by the
Authority pursuant to Act 31; and
WHEREAS, the County proposes to undertake the Project and to
request the Authority to incur taxable or tax-exempt debt (the
"Reimbursement Obligations") to finance all or a portion of the
costs of the Project;
WHEREAS, the County may make certain expenditures for said
Project prior to issuance of the Reimbursement Obligations and may
wish to use the proceeds of the Reimbursement Obligations to
reimburse all or a portion of said expenditures.
WHEREAS, it is in the public interest and for the public
benefit that the County designate an authorized officer for the
purposes of declaring official intent of the County with respect to
expenditures;
WHEREAS, there has been prepared and attached hereto as
APPENDIX I a form of Lease Contract and as APPENDIX II a form of
notice entitled "NOTICE OF INTENTION OF THE COUNTY OF OAKLAND TO
ENTER INTO A LEASE CONTRACT WITH THE OAKLAND COUNTY BUILDING
AUTHORITY AND NOTICE OF RIGHT TO PETITION FOR REFERENDUM THEREON"
(the "Notice of Intention");
Planning and Building Committee Vote:
Motion carried on a roll call vote with Kingzett and Hoffman voting
No.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS
OF THE COUNTY OF OAKLAND, MICHIGAN, as follows:
1. The preliminary plans and estimates relating to the
Project and identified in EXHIBIT A to APPENDIX I hereto are hereby
approved and ordered filed with the County Clerk.
2. The Lease Contract in the form of APPENDIX I hereto is
hereby approved, and the Chairman of the Board of Commissioners and
the County Clerk are hereby authorized and directed to execute and
deliver the same for and on behalf of the County.
3. It is hereby determined that the Notice of Intention
provides information sufficient to adequately inform the electors
and taxpayers of the County of the nature of the contractual
obligations to be undertaken by the County in the Lease Contract
and of their right under Act 31 to file a petition requesting a
referendum election on the Lease Contract.
4. The form and content of the Notice of Intention are
hereby approved, and the County Clerk is hereby authorized and
directed to cause the Notice of Intention to be published once in
the Oakland Press, Pontiac, Michigan, a newspaper of general
circulation within the County which is hereby determined to be the
newspaper reaching the largest number of electors and taxpayers of
the County. The Notice shall be at least one quarter page in size.
5. The Treasurer of the County is hereby authorized to
declare official intent of the County with respect to
reimbursement.
6. Each declaration of official intent shall be
substantially in the form set forth in APPENDIX III attached hereto
and by this reference incorporated herein, and said form may be
modified from time to time on the advice of bond counsel to the
County and as necessary to conform to requirements of our
reimbursement regulations as the same may be adopted by the
Internal Revenue Service or amended from time to time, or with the
requirements of applicable rulings or regulations relating to tax-
exempt borrowings.
7. The Treasurer is hereby directed to file each declaration
of official intent in the office of the Oakland County Clerk, which
location constitutes the customary location of the records of the
Authority which are available to the general public.
8. The Oakland County Clerk is further directed to assure
that each declaration of intent is continuously available during
normal business hours of the County on every business day of the
period beginning the earlier of 10 days after the date of execution
of said declaration of intent and ending on the date of issuance of
the Reimbursement Bonds.
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9. The County Treasurer or Bond Counsel or either of them,
are authorized to execute and submit the Notice of Intent Forms
required by the State of Michigan, Department of Treasury
("Treasury") to pay the related fee, to request an order providing
an exception from prior approval from the Treasury, and to execute
and deliver such other documents as may be requested by the
Treasury.
10. All resolutions and parts of resolutions insofar as they
may be in conflict herewith are hereby rescinded.
Chairperson, on behalf of the Planning and Building
Committee, I move the adoption of the foregoing resolution.
IG AND BuJ.'rur11.6, COMMITTEE
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APPENDIX I
LEASE CONTRACT
THIS FULL FAITH AND CREDIT GENERAL OBLIGATION LEASE CONTRACT
("Lease") made as of October 1, 1998, by and between the OAKLAND
COUNTY BUILDING AUTHORITY (the "Authority"), a building authority
organized and existing under and pursuant to the provisions of Act
No. 31, Public Acts of Michigan, 1948 (First Extra Session), as
amended ("Act 31"), and the COUNTY OF OAKLAND, a County of the
State of Michigan (the "County"),
WITNESSETH:
WHEREAS, the Authority has been incorporated by the County
pursuant to Act 31 for the purpose of acquiring, furnishing,
equipping, owning, improving, enlarging, operating and maintaining
a building or buildings, automobile parking lots or structures,
recreational facilities and stadiums, and the necessary site or
sites therefor, for the use of the County; and
WHEREAS, the County desires to undertake a project to remodel,
construct, equip and furnish a building, parking lot and
appurtenances, as more fully described in EXHIBIT A to this Lease
(the "Project"), and it is proposed that the Authority undertake
the Project; and
WHEREAS, it is proposed that the Authority finance the total
cost of the Project by the issuance of building authority bonds
payable from cash rental payments to be made by the County to the
Authority pursuant to this Lease and Act 31; and
WHEREAS, a description of the Project, and estimate of the
period of usefulness thereof and an estimate of the total cost of
the Project, all as set forth on EXHIBIT A to this Lease, have been
reviewed and approved by the Board of Commissioners of the County;
and
WHEREAS, in order to make possible the issuance of building
authority bonds to finance a portion of the total cost of the
Project, it is necessary under Act 31 for the parties to enter into
this Lease;
THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS AND
AGREEMENTS SET FORTH BELOW, IT IS HEREBY AGREED BY AND BETWEEN THE
PARTIES TO THIS LEASE AS FOLLOWS:
1. Authorization and Issuance of Bonds. As soon as
practicable after the effective date of this Lease, the Authority
shall proceed to authorize and issue one or more series of its
building authority bonds in the aggregate principal amount of not
to exceed $5,100,000 (the "Bonds"), pursuant to and in accordance
• •
•
with provisions of Act 31, for the purpose of remodeling,
constructing, furnishing and equipping the Project. The Authority
shall pledge for the payment of the principal of and interest on
the Bonds the receipts from the cash rental payments described and
required to be paid by the County pursuant to this Lease. The
Bonds of any series shall be dated November 1, 1998 or the first
day of any later month in 1998 or 1999 as the Authority shall
approve in the resolution authorizing issuance of the Bonds (the
"Bond Resolution"). The Bonds shall bear interest at a rate or
rates that will result in a net interest cost not exceeding 10% per
annum. Interest shall be payable semi-annually and shall begin as
specified in the Bond Resolution until maturity of the bonds and
shall mature in accordance with the Debt Retirement Schedule set
forth on EXHIBIT B to this Lease. Each date on which any payment
of principal of and/or interest on any bond is due is referred to
herein as a "Bond Payment Date." The Bonds may be payable on the
first day of a different month, if necessary, to match rental
income paid to the County.
The County and the Authority recognize and acknowledge that
(a) such Debt Retirement Schedule is based upon an assumed interest
rate and date of issuance of the Bonds and upon assumed Bond
Payment Dates, all as set forth in EXHIBIT B, (b) the Bond Payment
Dates will be specified in the Bond Resolution, (c) the date and
amount of each payment of cash rental required under this Lease
will be determined (subject to the limitations expressed in the
preceding paragraph of this Section) when the Bond Resolution is
adopted by the Authority and the Bonds are sold, by application of
the rate or rates of interest (that will result in a net interest
cost not exceeding 10% per annum) actually borne by the Bonds.
The Bonds may be sold subject to redemption prior to maturity
at the option of the Authority with such redemption premiums and
upon such terms as shall be set forth in the Bond Resolution.
Upon receipt of the proceeds of the sale of the Bonds, all
premium, capitalized interest, if any, and accrued interest
received from the purchaser or purchasers of the Bonds shall be
transferred to a bond and interest redemption fund, and the balance
of such proceeds shall be deposited into an acquisition fund, each
of which shall be established by the Bond Resolution and maintained
as a separate depository account of the Authority. The money in
the acquisition fund shall be used to pay costs of the Project, and
upon payment of all such costs, any excess money in the acquisition
fund will be used as provided in Section 4.
In the event that for any reason after the date upon which
this Lease is executed, but before the Bonds have been issued, it
appears to the County and the Authority that the part of the
Project to be paid by bond proceeds can be equipped for less than
$5,100,000, or the County shall be able to make payment in advance
on the cash rental payments payable pursuant to this Lease, the
Authority may reduce the amount of bonds to be issued in multiples
of $5,000 and reduce the annual maturities or the years of
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maturities as the County shall direct.
2. Transfer of Title to and Comnletion of Project As soon
as practicable after the Bonds have been sold, the County shall
transfer title to the Project to the Authority, and the Authority
shall commence the Project. The plans, cost estimate and estimated
period of usefulness for the Project, all of which have been filed
with the County Clerk and the Secretary of the Authority, are
hereby approved and adopted. The Project shall be implemented in
substantial accordance with such plans which are incorporated as
part of (but not attached to) this Lease. No major changes in such
plans shall be made without the written approval of both the County
and the Authority.
3. Increased Proect Costs. In the event that it shall
appear, upon taking the necessary bids for the acquisition of the
Project and after issuance of the Bonds, that the Project cannot be
completed at the estimated cost, the Authority shall immediately so
notify the County. The County may elect to pay the increased cost
in cash to the Authority in which event the amount of such cash
payment shall be deposited in the acquisition fund for the Project
and the Authority shall proceed to acquire and complete the
Project. In the alternative, the County and the Authority may
agree, by an amendment to this Lease, that additional bonds shall
be issued by the Authority in an amount sufficient to pay the
increased Project costs. If, after the sale and issuance of the
Bonds, it shall become necessary to raise additional funds to pay
for an increase in the Project costs and this Lease cannot be
amended to provide for the issuance of additional bonds, or if for
any other reason additional bonds cannot be issued, the County
shall pay to the Authority in cash an amount which will be
sufficient to enable the Authority to complete the Project in
accordance with the plans of the Project.
4. Funds Remaining After Completion. Any unexpended balance
of the proceeds of the sale of the Bonds remaining after completion
of the Project may be used to improve or enlarge the Project or for
other projects of the Authority provided that such use of the funds
in the acquisition fund has been approved by the Municipal Finance
Division of the Michigan Department of Treasury, if necessary, and
the County. Any unexpended balance not so used shall be paid into
the bond and interest redemption fund, and the County shall receive
a credit against the cash rental payments next due under this Lease
to the extent of the moneys so deposited in the manner provided in
the Bond Resolution.
5. Tnsuranrp RpqnirRmPnts Miring Accinisition. The Authority
shall require the contractor or contractors for the Project to
furnish all necessary bonds guaranteeing performance and all labor
and material bonds and all owner's protective, workers'
compensation and liability insurance required for the protection of
the Authority and the County. Such bonds and insurance, and the
amounts thereof, shall be subject to approval of the County on the
advice of its counsel. The Authority also shall require a
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sufficient fidelity bond from any person handling funds of the
Authority.
6. Lease Term; Possession; Reconveyance. (a) The Authority
does hereby lease the Project to the County for a term commencing
on the effective date of this Lease (determined as provided in
Section 22) and ending on December 31, 2019, or such earlier or
later date as the principal of and premium, if any, and interest on
the Bonds, the fees and expenses of the paying agent for the Bonds
and all amounts owing hereunder have been paid in full, but in any
event the term of this Lease shall not exceed 50 years. Possession
of the Project shall vest in the County upon the execution of the
Lease. At the end of the term of this Lease, the Authority shall
convey to the County all of its right, title and interest in and to
the Project and any lands, easements or rights-of-way appertaining
thereto, and upon such conveyance, this Lease shall terminate, and
the Authority shall have no further interest in, or obligations
with respect to, the Project.
(b) The County shall, upon the terms and conditions set
forth in this Lease, acquire and convey to the Authority all lands,
buildings, tenements, hereditaments, easements and rights-of-way
necessary to enable the Authority to complete the Project in
accordance with the plans.
7. Ca.h Rental; Pledup of Full Faith and Credit. The County
hereby agrees to pay to the Authority as cash rental for the
Project such periodic amounts as shall be sufficient to enable the
Authority to pay the principal of and interest on the Bonds as such
principal and interest shall become due, whether at maturity or by
redemption. For so long as any bonds are outstanding, the County
shall pay to the Authority, on the Bond Payment Date, an amount
sufficient to pay the principal and/or interest due on the Bonds on
such Bond Payment Date.
The County hereby pledges its full faith and credit for the
payment of the cash rental when due and agrees that it will levy
each year such ad valorem taxes as shall be necessary for the
payment of such cash rental, which taxes, however, will be subject
to applicable constitutional and statutory limitations on the
taxing power of the County, and which shall not be in an amount or
at a rate exceeding that necessary to pay its contractual
obligation pursuant to this Lease. If the County, at the time
prescribed by law for the making of its annual tax levy, shall have
other funds on hand which have been set aside and earmarked for
payment of its obligations under this Lease for which a tax levy
would otherwise have to be made, then the tax levy shall be reduced
by the amount of such other funds. Such ether funds may be raised
from any lawful source. The obligation of the County to make such
cash rental payments shall not be subject to any set-off by the
County nor shall there be any abatement of the cash rental payments
for any cause, including, but not limited to, casualty that results
in the Project being untenantable.
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8. Expenses of :ssuing and Payment of Rands The Authority
shall pay from the proceeds of the sale of any series of the Bonds
all expenses incurred with respect to the issuance of the Bonds.
The County agrees to pay to the Authority, in addition to the cash
rental provided for in Section 7, all expenses incurred with
respect to the issuance and payment of the Bonds, to the extent not
so paid from the proceeds from the sale of the Bonds. The
obligation of the County to make such payments shall be a general
obligation of the County.
9. Acquisition Expenses of the County. Upon the sale of the
Bonds, the County shall give the Authority a full and complete
accounting of the acquisition costs and expenses incurred on or
before that date by the County in connection with the Project, and
the Authority shall thereupon reimburse the County for such costs
and expenses to the extent that such costs and expenses were
included in the portion of the total cost of the Project to be paid
from bond proceeds.
10. Maintenance and Repairs. The County shall, at its own
expense, operate and maintain the Project and shall keep the same
in good condition and repair. Operation and maintenance shall
include (but not be limited to) the providing of all personnel,
equipment and facilities, all light, power, heat, water, sewerage,
drainage and other utilities, and all properties and services of
whatever nature, as shall be necessary or expedient in the
efficient and lawful operation and maintenance of the Project.
Premiums for insurance required to be carried upon or with respect
to the Project or the use thereof and taxes levied upon either
party hereto on account of the ownership or use of the Project, or
on account of rentals or income from the Project, shall likewise
be deemed operation and maintenance expenses. The obligation of
the County to pay all costs and expenses of the operation and
maintenance of the Project shall be a general obligation of the
County.
il. Property Insurance and Insurance Proc?eda. The County
shall provide, at its own expense, fire and extended coverage
insurance in an amount which is at least equal to the amount of
bonds outstanding from time to time or to the amount of the full
replacement cost of the Project if that amount be less than the
amount of bonds outstanding. Such insurance shall be payable to
the County and the Authority as their interests may appear and
shall be made effective from the date of commencing acquisition of
the Project. In the event of the partial or total destruction of
the Project during or after acquisition, or if the Project is for
any reason made unusable, the cash rental payments provided in
Section 7 shall continue unabated. The County shall have the
option to use the proceeds of insurance, in the event of loss or
damage to the Project, for the repair or restoration of the
Project. If the County shall determine not to use the proceeds of
insurance for the repair or restoration of the Project, the amount
of such insurance proceeds shall be held by the County until it is
paid to the Authority and deposited in the bond and interest
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redemption fund (as required by Paragraph 1), and the County shall
receive appropriate credits on future cash rental payments due
under this Lease.
12. Liability Insurance. The County shall provide and
maintain during the term of this Lease adequate liability insurance
protecting the County and the Authority against loss on account of
damage or injury to persons or property, imposed by reason of the
ownership, possession, use, operation, maintenance or repair of the
Project and the site of the Project, or resulting from any acts of
omission or commission on the part of the County or the Authority
or their respective officers, employees or agents in the connection
with the Project and shall indemnify, hold harmless and defend the
Authority, its officers, employees or agents against any and all
claims for any such damage or injury. Such insurance shall be made
effective from the date acquisition of the Project commences.
13. No Unlaw'ul nSP Permitted. The Project shall not be used
or permitted to be used in any unlawful manner or in any manner
which would violate the provisions of any contract or agreement
between the County or the Authority and any third party. The
County shall hold the Authority harmless and keep it fully
indemnified at all times against any loss, injury or liability to
any persons or property by reason of the use, misuse or non-use of
the Project or from any act or omission in, on or about the
Project. The County shall, at its own expense, make any changes or
alterations in, on or about the Project which may be required by
any applicable statute, charter, ordinance or governmental
regulation or order and shall save the Authority harmless and free
from all costs or damages with respect thereto.
14. Alterations of Project. The County, in its sole
discretion, may install or construct in or upon, or may remove from
the Project, any equipment, fixtures or structures, and may make
any alterations to or structural changes in, the Project as the
County may desire.
15. Right of Inspection. The Authority, through its
officers, employees, or agents, may enter upon the Project at any
reasonable time during the term of this Lease for the purpose of
inspecting the Project and determining whether the County is
complying with the covenants, agreements, terms and conditions of
this Lease.
16. Contractual Rights of Bondholders. Inasmuch as this
Lease, and particularly the obligation of the County to make cash
rental payments to the Authority, provides the security for payment
of the principal of and interest on the Bonds, it is hereby
declared that this Lease is made for the benefit of the holders
from time to time of the Bonds as well as for the benefit of the
parties and that such holders shall have contractual rights under
this Lease. In the event of any default under this Lease on the
part of the County, the Authority and the holders of the Bonds
shall have all rights and remedies provided by law, including in
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particular all rights and remedies provided by Act 31. The parties
further agree that they will not do, or permit to be done, any act,
and that this Lease will not be amended in any manner, which would
impair the security of the Bonds or the rights of the holders of
the Bonds. An amendment of this Lease to authorize the issuance of
additional bonds and providing the payment of additional cash
rentals for the payment of such bonds shall not be deemed to impair
the security of the Bonds or the rights of the holders of the
Bonds.
17. Appurtenant Facilities. The site on which this Project
is to be located includes, or will include, roadways, walks,
drives, parking areas and landscaping which are of benefit to and
necessary to the full use and enjoyment of the Project, and it is
hereby agreed that so long as any bonds remain outstanding and
unpaid, such appurtenant facilities will be maintained in good
repair and condition by the County or by its lessees and available
to the users and occupants of the Project.
18. Successors and Assigns. This Lease shall inure to the
benefit of, and be binding upon, the respective parties hereto and
their successors and assigns, provided, however, that no assignment
shall be made in violation of the terms of this Lease nor shall any
assignment be made which would impair the security of the Bonds or
the rights of the holders of the Bonds.
19. Abandonment of Project. In the event the Bonds to
finance the Project cannot be or are not issued by the Authority on
or before December 31, 1999, the Project shall be abandoned, the
County shall pay from available funds all expenses of the Authority
incurred to the date of abandonment, and neither party shall have
any further obligations under this Lease.
20. Consents, Notices, Etc. The right to give any consent,
agreement or notice required or permitted in this Lease shall be
vested, in the case of the County, in its Board of Commissioners,
and in the case of the Authority, in its Commission. Any notice
required or permitted to be given under this Lease shall be given
by delivering the same, in the case of the County, to the County
Clerk, and in the case of the Authority, to any member of its
Commission.
21. Changes in Law or Corporate Status. In the event there
shall occur changes in the Constitution or statutes of the State of
Michigan which shall affect the organization, territory, powers or
corporate status of the County, the terms and provisions of this
Lease shall be unaffected thereby insofar as the obligation of the
County to make the cash rental payments is concerned. The proceeds
of any sale or other liquidation of any interest of the County or
the Authority in the Project are hereby impressed with a first and
prior lien for payment of any outstanding bonds or other
obligations of the Authority incurred by reason of the Project or
any additions or improvements thereto.
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22. Effective Date of Lease. This Lease shall become
effective on the 61st day after publication of a Notice of
Intention in the Oakland Press, a newspaper published in Pontiac,
Michigan, as required by Act 31, provided that if a petition for a
referendum is filed as provided in (and meeting all requirements
of) Section 8b of Act 31, then this Lease shall not become
effective unless and until approved by a majority of the electors
of the County voting thereon at a general or special election.
23. Jindertaking to Providp Continninu Disclosure. The County
and the Authority hereby covenant and agree, for the benefit of the
beneficial owners of the Bonds, to enter into a written undertaking
(the "Undertaking") required by SEC Rule 15c2-12 promulgated by the
Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934 (the "Rule") to provide continuing disclosure
of certain financial information and operating data and timely
notices of the occurrence of certain events in accordance with the
Rule. The undertaking shall be in the form attached hereto as
Appendix A. This Undertaking shall be enforceable by the
beneficial owners of the Bonds or by the Purchaser(s) on behalf of
such beneficial owners (provided that the Purchaser(s) right to
enforce the provisions of this Undertaking shall be limited to a
right to obtain specific enforcement of the obligations hereunder
and any failure by the County and the Authority to comply with the
provision of this Undertaking shall not be an event of default with
respect to the Bonds).
The County Treasurer and the Chairperson or Treasurer of the
Authority, or other officer of the County or Authority charged with
the responsibility for issuing the Bonds, shall provide a
Continuing Disclosure Certificate for inclusion in the transcript
of proceedings, setting forth the details and terms of the County's
and Authority's Undertaking.
24. Refunding and Advancp Refunding. In the event it appears
advantageous in the opinion of the Authority to issue bonds to
refund any series of bonds issued by the Authority pursuant to this
Lease (including advance refunding bonds), the County consents to
such refunding as long as:
(1) In the case of any refunding bonds and the first
issue of advance refunding bonds, there is a net overall saving to
the County in its remaining payments to the Authority of at least
5% or $25,000, whichever is less.
(2) In the case of any refunding not covered in
subparagraph (1), the County consents to such refunding.
IN WITNESS WHEREOF, the OAKLAND COUNTY BUILDING AUTHORITY, by
its Commission, and the COUNTY OF OAKLAND, by its Board of
Commissioners, have caused this Lease to be signed by their duly
authorized officers, and their seals to be affixed hereto, all as
of the day and year first above written.
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WITNESSES TO SIGNATURES OAKLAND COUNTY BUILDING AUTHORITY
OF AUTHORITY OFFICERS:
By:
Chairperson of its Commission
By:
Secretary of its Commission
WITNESSES TO SIGNATURES COUNTY OF OAKLAND
OF COUNTY OFFICERS:
By:
Chairman, Board of Commissioners
By:
County Clerk
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STATE OF MICHIGAN)
)ss.
COUNTY OF OAKLAND)
On this day of , 1998, before me appeared
and , to me personally known, who
being by me duly sworn, did each say that they are, respectively,
the Chairperson and the Secretary of the Commission of the OAKLAND
COUNTY BUILDING AUTHORITY and that the foregoing Lease Contract was
signed and sealed by them on behalf of the Authority by authority
of its Commission, and that such persons acknowledged such
instrument to be the free act and deed of the Authority.
Notary Public, Oakland County,
Michigan
My Commission Expires:
(Seal)
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STATE OF MICHIGAN)
)ss.
COUNTY OF OAKLAND)
On this day of , :998, before me appeared
and , to me personally
known, who being by me duly sworn, did each say that they are,
respectively, the Chairman of the Board of Commissioners and the
County Clerk of the COUNTY OF OAKLAND and that the foregoing Lease
Contract was signed and sealed by them on behalf of the County by
authority of its Board of Commissioners, and that such persons
acknowledged such instrument to be the free act and deed of the
County.
Notary Public, Oakland County,
Michigan
My Commission Expires:
(Seal)
Instrument Drafted By:
John R. Axe
John R. Axe and Associates
21 Kercheval, Suite 360
Grosse Pointe Farms, Michigan 48236
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APPENDIX A
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure
Certificate") is executed and delivered by the
(the "Issuer") [ (the
"Obligated Municipality")] in connection with the issuance of
[Name of :ssue] (the "Securities"). The Securities
are being issued pursuant to a Resolution adopted by
the Governing Body of the :ssuer on , 19 ; a
Resolution adopted by the governing body of the
Issuer [Obligated Municipality]; and an Award Resolution adopted
by the Governing Body of the Issuer on , 19
(collectively the "Resolution") and delivered to
(the "Purchaser") on the date hereof. Pursuant to the Resolution,
the Issuer [Obligated Municipality] has covenanted and agreed to
provide continuing disclosure of certain financial information and
operating data and timely notices of the occurrence of certain
events. In addition, the Issuer [Obligated Municipality] hereby
specifically covenants and agrees as follows:
Section 1. Purpose of the Disc-Ansi:re rertifirAtp This
Disclosure Certificate is being executed and delivered by the
Issuer [Obligated Municipality] for the benefit of the holders of
the Securities in order to assist the Participating Underwriters
within the meaning of the Rule (defined herein) in complying with
SEC Rule 15c2-12(b)(5). This Disclosure Certificate constitutes
the written Undertaking required by the Rule.
Section 2. nefini7ions In addition to the defined terms set
forth in the Resolution, which apply to any capitalized term used
in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following
meanings:
"Annual Report" means any annual report provided by the Issuer
[Obligated Municipality] pursuant to, and as described in, Sections
3 and 4 of this Disclosure Certificate.
"Audited Financial Statements" means the Issuer's [Obligated
Municipality's] annual financial statements, which are currently
prepared in accordance with generally accepted accounting
principles [GAAP for governmental units as prescribed by GASB] and
which the Issuer [Obligated Municipality] intends to continue to
prepare in substantially the same form.
"Fiscal Year" means the fiscal year of the Issuer [Obligated
Municipality].
"Final Official Statement" means the final official statement
dated , 19 delivered in connection with the
Securities, which is available from the MSRB.
"Governing Body" means the of the Issuer
[Obligated Municipality] or such other body as may hereafter be the
chief legislative body of the Issuer.
"Issuer" means which is the obligated
person with respect to the Securities.
["Obligated Municipality" means which is
the obligated person with respect to the Securities.]
"Issuer Contact" means the [Clerk, or ] of the
Issuer who can be contacted at
["Obligated Municipality Contact" means the [Clerk, or
] of the Obligated Municipality who can be contacted
.]
"Material Event" means any of the events listed in Section
5(a) of this Disclosure Certificate.
"MSRB" means the Municipal Securities Rulemaking Board located
at 1150 18th Street, N.W., Suite 400, Washington, D.C. 20036.
"NRMSIR" means any nationally recognized municipal securities
information repository as recognized from time to time by the SEC
for purposes of the Rule.
"Participating Underwriter" means any of the original
underwriter(s) of the Securities (including the Purchaser) required
to comply with the Rule in connection with the offering of the
Securities.
"Repository" means each NRMSIR and each SID, if any.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC
under the Securities Exchange Act of 1934, as the same may be
amended from time to time.
"SEC" means the Securities and Exchange Commission.
"SID" means any public or private repository or entity
designated by the State of Michigan as a state information
depository for the purpose of the Rule.
Section 3. Proviinn of Annnal Financial 1-11fOrItiatiOld,
Audited Financial Statements.
(a) The Issuer [Obligated Municipality] shall, not later than
two hundred seventy (270) days after the end of the Fiscal Year,
commencing with the year that ends , 19 , provide
each Repository with annual financial information which is
consistent with the requirements of Section 4 of this Disclosure
Certificate. The annual financial information may be submitted as
at
a single document or as separate documents comprising a package,
and may cross-reference other information as provided in Section 4
of this Disclosure Certificate; provided that the Audited Financial
Statements of the Issuer [Obligated Municipality] may be submitted
separately from the balance of the annual financial information;
and providpd flirther that unaudited financial statements will be
included with the other financial information, if audited
statements have not already been furnished.
(b) If the Issuer [Obligated Municipality] is unable or fails
to provide to the Repositories an Annual Report by the date
required in subsection (a), the Issuer [Obligated Municipality]
shall send a notice of that fact in a timely manner to the NRMSIRs,
the MSRB and any SID.
(c) The Issuer [Obligated Municipality] shall determine each
year prior to the date for providing the Annual Report the name and
address of each NRMSIR and each SID, if any.
Section 4. Content of Annual Reports. The Issuer's
[Obligated Municipality's: Annual Report shall contain or
incorporate by reference the following:
Updates of the "State Equalized Valuation", "Taxable
Valuation", "County Tax Rates and Levies", "Tax Collection
Record", "General Fund Revenues and Expenditures", and "Debt
Statement (Direct and Overlapping Debt)" contained in the
Final Official Statement and the current Audited Financial
Statements.
Any or all of the items listed above may be incorporated by
reference from other documents, including official statements of
debt issues of the Issuer [Obligated Municipality] or related
public entities, which have been submitted to each of the
Repositories or the SEC. If the document incorporated by reference
is a final official statement, it must be available from the MSRB.
The Issuer [Obligated Mflniripality] shall clearly identify each
such other document so incorporated by reference.
4n 5. Reporting of Material Events.
(a) This Section 5 shall govern the giving of notices of the
occurrence of any of the following events in a timely manner if
material with respect to the Securities:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves
reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting
financial difficnlies;
5. Substitution of credit or liquidity providers, or
their failure to perform;
6. Adverse tax opinions or events affecting the tax-
exempt status of the Securities;
7. Modification to rights of holders of the Securities;
8. Securities calls;
9. Defeasances;
10. Release, substitution or sale of property securing
repayment of the Securities; and
11. Rating changes.
(b) Whenever a Material Event occurs, the Issuer [Obligated
Municipality] shall promptly file a notice of such occurrence with
either all NRMSIRs or with the MSRB and with any SID.
Notwithstanding the foregoing, notice of Material Events described
in subsections (a) (8) and (9) need not be given under this
subsection any earlier than the notice (if any) of the underlying
event is required to be given to holders of affected Securities
pursuant to the Resolution.
(c) Unless otherwise required by law and subject to technical
and economic feasibility, the issuer [Obligated Municipality] shall
employ such methods of information transmission as shall be
requested or recommended by the designated recipients of the
Issuer's [Obligated Municipality's] information.
Section 6. Termination of Reporting Obligation. The Issuer's
[Obligated Municipality's] obligations under the Resolution and
this Disclosure Certificate shall terminate upon the defeasance,
prior redemption or payment in full of all the Securities.
Section 7. Issuer fObligated Municipalityl Contact; Agent.
Information may be obtained from the Issuer [Obligated
Municipality] Contact. Additionally, the Issuer [Obligated
Municipality] may, from time to time, appoint or engage a
dissemination agent to assist it in carrying out its obligations
under the Resolution and this Disclosure Certificate, and may
discharge any such agent, with or without appointing a successor
dissemination agent. The initial dissemination agent shall be
the Municipal Advisory Council of Michigan, 1445 First National
Building, Detroit, Michigan 48226.
Section 8. Amendment; Waiver. Notwithstanding any other
provision of the Resolution or this Disclosure Certificate, as
provided in this Section 8, and any provision of this Disclosure
Certificate may be waived, if such amendment or waiver is supported
by an opinion of nationally recognized bond counsel to the effect
that such amendment or waiver would not, if and of itself, cause
•
the undertakings to violate the Rule. The provisions of this
Disclosure Certificate constituting the Undertaking or any
provision hereof, shall be null and void in the event that the
Issuer [Obligated Municipality] delivers to each then existing
NRMSIR and the SID, if any, an opinion of nationally recognized
bond counsel to the effect that those portions of the Rule which
require this Disclosure Certificate are invalid, have been repealed
retroactively or otherwise do not apply to the Securities. The
provisions of this Disclosure Certificate constituting the
Undertaking may be amended without the consent of the holders of
the Securities, but only upon the delivery by the Issuer [Obligated
Municipality] to each then existing NRMSIR and the SID, if any, of
the proposed amendment and an opinion of nationally recognized bond
counsel to the effect that such amendment, and giving effect
thereto, will not adversely affect the compliance of this
Disclosure Certificate and by the Issuer :Obligated Municipality]
with the Rule. Any such amendment may only be made in connection
with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature, or
status of the Issuer [Obligated Municipality] for other obligated
person, as defined in the Rule), or type of business conducted. No
such amendment may be made unless the Undertaking, as amended,
would have complied with the requirements of the Rule at the time
of the primary offering of the Securities, after taking into
account any amendments or interpretations of the Rule, as well as
any change in circumstances. No such amendment shall be made
unless it does not materially impair the interests of holders of
the Securities, as determined by nationally recognized bond
counsel. The annual financial information containing any amended
operating data or amended financial information will explain, in
narrative form, the reasons for the amendment and the impact of the
change in the type of operating data or financial information being
provided.
If an amendment is made to the Undertaking specifying the
accounting principles to be followed in preparing financial
statements, the annual financial information for the year in which
the change is made will present a comparison between the financial
statements or information prepared on the basis of the new account
principles and those prepared on the basis of the former accounting
principles. The comparison will include a qualitative discussion
of the differences in the accounting principles and the impact of
the change in the account principles on the presentation of the
financial information , in order to provide information to
investors to enable them to evaluate the ability of the Issuer
[Obligated Municipality] or any obligated person to meet its
obligations. To the extent reasonably feasible, the comparison
will also be quantitative. A notice of the change in the
accounting principles will be sent to each then existing NRMSIR or
the MSRB, and to the SID, if any.
Section 9. Additional Information. Nothing in this
Disclosure Certificate shall be deemed to prevent the Issuer
[Obligated Municipality] from disseminating any other information,
using the means of dissemination set forth in this Disclosure
Certificate or any other means of communication, or including any
other information in any Annual Report or notice of occurrence of
a Material Event, in addition to that which is required by this
Disclosure Certificate. If the Issuer [Obligated Municipality]
chooses to include any information in any Annual Report or notice
of occurrence of a Material Event in addition to that which is
specifically required by this Disclosure Certificate, the Issuer
[Obligated Municipality] shall have no obligation under this
Disclosure Certificate to update such information or include it in
any future Annual Report or notice of occurrence of a Material
Event.
Section 10, nefault. In the event of a failure of the Issuer
[Obligated Municipality] to comply with any provision of this
Disclosure Certificate any holder of the Securities may take such
actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the Issuer
[Obligated Municipality] to comply with its obligations under the
Resolution and this Disclosure Certificate. A default under this
Disclosure Certificate shall not be deemed an event of default with
respect to the Securities and the sole remedy under this Disclosure
Certificate in the event of any failure of the Issuer [Obligated
Municipality] to comply with this Disclosure Certificate shall be
an action to compel performance.
Ser..t..isla_LL.Eie r_t_ea. This Disclosure Certificate shall
inure solely to the benefit of the Issuer [Obligated Municipality],
the Participating Underwriters and holders from time to time of the
Securities, and shall crate no rights in any other person or
entity.
IN WITNESS WHEREOF, I have executed this Certificate in my
official capacity effective the day of , 19 .
[Executive Officer]
Clerk/Secretary
[SEAL]
las.rl-oak40
EXHIBIT A
to
LEASE CONTRACT
PROJECT DESCRIPTION
Location:
The Project is to be constructed in Lyon Oaks County Park,
located in Oakland County, Lyon Township, 52251 Pontiac Trail,
Hudson, MI 48165. See attached legal description.
Project Development:
The construction of the Project shall include the following
components and estimated construction costs:
1. Clubhouse/Golf Center - 16,295 sq. ft.
1st floor; 7,688 sq. ft. lower level $3,410,842
Site Amenities
Terraces 120,000
Walls 72,000
Site Work
Earthwork 325,000
Lighting 112,000
Landscape with Irrigation 150,000
2. Clubhouse/Golf Center Entrance Drive
Paved Roadway 338,865
Landscaping 25,000
3. Clubhouse/Golf Center
Paved Parking - 445 cars 446,293
Total Construction and Equipment Costs
Financing Costs
TOTAL COSTS
$5,000,000
100.000
85.100.000
TOTAL BONDS TO BE ISSUED 85.100.000
las.rl-oak40
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PROPER DESCRI '10N:
BASED ON EXISTkIG SURVEYS COMPLETED FCR 11 -1E PARK.
A PARCfl. OF LAND DENG A PART OF il-tE \,./1-5T 1/2 OF FF,ACTONAL S.ECTION 6,T.1N., R.8., CITY Cr
MX011, OAKLAND COUNTY, NI DI CAN AND BEiN G MORE PART! CULARLY ECS CRIED AS:
COMMENINCING AT THE NORTH 1/4 POST OF SECTION 6, T.1N., R.8E., CITY OF \,/1)<Crl, OAKLAND COUNTY,
MICHIGAN; THENCE PROCEEDING ALONG THE NORIF1 AND SOUTI1 1/4 UN E-: Cf 54JD SEC110 6, 5 0101'32 V.
2355.40 FEET TO "Itt POINT Cr BEGINNING Cr THE PARCEL 1-1MEN EESCRIESM TrtENCE CONTINUING ALONG
SAD NORTH AND SOUTH 1/4 UN E 5 0101'32" 'V, 931.58 FEET TO ThE carrm POST OF SAID SECTCN
6; 11-1ENCE CONTINUINGALONG SAID NCQ'Trt AND SOUTH 1/4 UN1-7., 5 0100'04" V, 377.49 THENCE
CON11NUIN G ALONG SAD UNE 3 01.'0004 V, 2270. 85 [U I TO ThE SOU11-1 1/4 POST Cr SAD
SECTION 6; MENGE ALONG THE SOUTH LINE OF 512,1D SECTION, N E.818'46" \u", 2567.05 FEET TO 11-tE.
SOUTHWEST CORINM Cf afc-rioN 6 AND ME NORTHEAST COfNFa:CTION 12, TIN., R.7E., LYCN TO'wNSHIP
OAKLAND COUNTY, :111C1-1GAN; CONTINUiNG ALONG 11-.4E EAST SECTION UNE CF SAD SECTION 12,
5 0124:29" V, 1796.67 It.t.1 TO 1HE NCRT1-f3LY UNE OF 1-96; THENCE N 65'18 1 52" V. 4399.51 PEET
ALONG THE NCR111ERLY LINE OF 1-96; 11-tDICE CCN11NUING ALONG SAD NORTHitRLY UNE OF 1-96, N 6518'52" .
494:37 ftti TO 11-tE SOUTH SECTION UNE CF SECTION L TAN.. R.7E., LYON TONuNSHIP, OAKLAND COUNTY,
MICHIGAN', N O1'4724" E, 746.30 fr..ET, 5 8812136" \,/, 320.00 11-tfi\;Cf N 0147'24" E,
200.00 FEET; THENCE 5 8812'56" 60.00 r-Lt.1-; 11-fiNCE N C1'4742 Et, 600.00 Ft.t.I; 'THENCE 5 881.2'36" V,
440.00 ft.L- I TO TrtE VEST LINE Cr S AL SECTION 1; N 01'47'42" 902,41 FITT TO THE VEST 1/4
CCCNER OF SAD SECTION 1; THENCE CCNTINUING ALONG SA.D V.-:ST UN E 01'29'10" E, 3395.34 1-r.:t1 TO -11-1f..
NCRTHVEST CORNER CF SAID SECTION 1; '11 -1-L1,10E N 8840'42" E, ALONG 11-IE NORTH UNE OF SAD
SECTION 1, 2647.72 F12.7 TO 11-1E NORTH 1/4 CORNER Cf SAD SECTION 1; 11-ENCE N 8835'29" E,
1116.16 Ftt.r, THENCE 5 04031 00' V, 1354.20 f-M-T; 11-ILTICE N 8716'00 1' E, 454.50 Li
THOACE N 0301'00" E, 1363.80 FEET TO TIt: SAID NORTH SECTION LNE; THENCE N 88'35'29" E.
1109.50 FELT TO THE NORTI1E45T COFNJ CF SL) SECTION 1; II-EN CE CONTINUING ALCNG 11--E EAST
UNE OF SAID FICTION 1, S 01`321 4r v, 1T/3. 71 Li-. I; THENCE 5 8934' 25" F, 981.07 1- tt I; THENCE
O1"32'47" V. 1769.81 FEET; THEME S88'231 27' E, 1278.48 11:1:.1; THENCE N • 24'35'44 .E.
'715,80 FEET TO THE PONT CF EGINNING Cr 11 -1E PA'Ral. -tOREIN EESCRIEM CONTAINING 42,453,542.51
SQUARE ft.1.1 OR 974.60 ACRES OF LAND, 11CRE OR LESS. ALSO DEN G 5U5,-ECT TO ANY EASEMENTS,
RESTRICTIONS OR CONEMONS CF RECORD.
I.
EXHIBIT B
to
LEASE CONTRACT
OAKLAND BUILDING AUTHORITY PROJECT
SCHEDULE OF PRINCIPAL AND INTEREST
DUE AMOUNT
TOTAL
A
1
v. •
NOTICE OF INTENTION OF THE COUNTY OF OAKLAND
TO ENTER INTO A LEASE CONTRACT WITH THE
OAKLAND COUNTY BUILDING AUTHORITY AND NOTICE
OF RIGHT TO PETITION FOR REFERENDUM THEREON
TO ALL ELECTORS AND TAXPAYERS OF
THE COUNTY OF OAKLAND:
NOTICE IS HEREBY GIVEN that the Board of Commissioners of the
County of Oakland, Michigan (the "County"), has authorized the
execution of a full faith and credit general obligation lease
contract (the "Lease") between the County and the Oakland County
Building Authority (the "Authority"). The Lease provides, among
other things, for the following purposes: See Exhibit A to be
located at: See Exhibit A (the "Project"). The Lease provides
further that the Authority will finance all or a portion of the
total cost of the Project by the issuance of one or more series of
buildings authority bonds (the "Bonds") pursuant to the provisions
of Act No. 31, Public Acts of Michigan, 1948 (First Extra Session),
as amended ("Act 31"), in anticipation of the receipt of cash
rental payments to be made by the County to the Authority pursuant
to the Lease. The maximum amount of bonds to be issued in one or
more series shall not exceed $5,100,000, the term of the Lease
shall not exceed 21 years and the Bonds shall bear interest at a
rate or rates that will result in a net interest cost of not more
than 8% per annum.
FULL FAITH AND CREDIT AND TAXING POWER OF
THE COUNTY OF OAKLAND WILL BE PLEDGED
NOTICE IS FURTHER GIVEN that in the Lease the County will
obligate itself to make cash rental payments to the Authority in
amounts sufficient to pay the principal of and interest on the
Bonds. The full faith and credit of the County will be pledged for
the making of such cash rental payments. Pursuant to such pledge
of its full faith and credit, the County will be obligated to levy
such ad valorem taxes upon all taxable property in the County as
shall be necessary to make such cash rental payments, which taxes,
however, will be subject to applicable statutory and constitutional
limitations on the taxing power of the County. In addition to its
obligation to make cash rental payments, the County will agree in
the Lease to pay all costs and expenses of operation and
maintenance of the Project and all expenses of the Authority
incidental to the issuance and payment of the Bonds, to the extent
such expenses are not payable from the proceeds of the Bonds.
RIGHT TO PETITION FOR REFERENDUM
NOTICE IS FURTHER GIVEN to the electors and taxpayers of the
County to inform them of the right to petition for a referendum on
the question of entering into the Lease. The County intends to
enter into the Lease without a vote of the electors thereon, but
0 *
r •• •
the Lease shall not become effective until 60 days after
publication of this notice. :f, within 45-days after publication
of this notice, a petition for referendum requesting an election on
the Lease, signed by not less than 10% or 13,000 of the registered
electors of the County, whichever is less, has been filed with the
County Clerk, the Lease shall not become effective unless and until
approved by a majority of the electors of the County voting thereon
at general or special election.
This notice is given by order of the Board of Commissioners
pursuant to Act 31. Further information may be obtained at the
office of the Oakland County Clerk, County Service Center, 1200 N.
Telegraph Rd., Pontiac, Michigan 48341.
Lynn Allen
Oakland County Clerk
DATED: [Date of Publication]
las.rl-oak40
2
I •
Terraces
Walls
120,000
325,000
112,000
338,865
25,000
EXHIBIT A
PROJECT DESCRIPTION
Location:
The Project is to be constructed in Lyon Oaks County Park,
located in Oakland County, Lyon Township, 52251 Pontiac Trail,
Hudson, MI 48165.
Project Development:
The construction of the Project shall include the following
components and estimated construction costs:
1. Clubhouse/Golf Center - 16,295 sq. ft.
1st floor; 7,688 sq. ft. lower level $3,410,842
Site Amenities
72,000
Site Work
Earthwork
Lighting
Landscape with Irrigation
150,000
2. Clubhouse/Golf Center Entrance Drive
Paved Roadway
Landscaping
3. Clubhouse/Golf Center
Paved Parking - 445 cars
Total Construction and Equipment Costs
446,293
$5,000,000
100,000
Financing Costs
TOTAL COSTS $5,100,000
TOTAL BONDS TO BE ISSUED $5,100,000
) 6 4
APPENDIX III
FORM OF DECLARATION
OF OFFICIAL INTENT
I, the undersigned of the County of Oakland,
Michigan, do hereby certify as follows:
1. I am an officer of the County authorized to declare
official intent of the County to reimburse expenditures made, prior
to the issuance of debt, from the proceeds of said debt.
2. This Declaration relates to the following expenditures
(the "Expenditures"):
Amount General Purpose
3. The Expenditures are with respect to property (the
"Property") having:
(A) the following general character, type or purpose:
(B) the following size, quantity or cost:
and
(C) a reasonably expected economic life at least one
(1) year.
4. I understand That a substantial deviation between the
above description of the Property for which the Expenditures are
being made and the actual Property which is acquired or constructed
will invalidate this declaration of official intent with the result
that any proceeds of tax-exempt debt which are used to reimburse
for the Expenditures will not be deemed to have been expended upon
such reimbursement.
5. The County intends to reimburse the Expenditures by
incurring taxable or tax-exempt debt (the "Reimbursement
Obligations").
6. The expected source of funds that will be used to pay the
Expenditures is as follows: issuance of up to $ of
Building Authority Bonds by The Oakland County Building Authority.
• I,
•
7. The expected source of funds to be used to pay debt
service on the Reimbursement Obligation is as follows: payment
made by the Oakland County through the Oakland
County General Fund.
8. This declaration of intent is consistent with the
budgetary and financial circumstances of the County as of the date
hereof in that there are no funds which are now or are reasonably
expected to be, (A) allocated on a long-term basis, (B) reserved or
(C) otherwise available pursuant to the County's budget, to pay the
Expenditure.
9. The County does not have a pattern of failure to
reimburse expenditures for which official intent has been declared
in that at least seventy-five percent (75%) of all expenditures
made after July 1, 1992, for which the County has declared an
intent to reimburse from the proceeds of taxable or tax-exempt debt
have been, or are expected to be, so reimbursed.
10. I acknowledge that in the event that the County fails to
use the proceeds of Reimbursement Obligations issued within three
(3) years of the date hereof to reimburse expenditures the same may
adversely affect the ability of the County to use the proceeds of
tax-exempt obligations in the future to reimburse for expenditures
made prior to the issuance of such obligations.
11. I further acknowledge that unless the Expenditures
constitute preliminary expenditures (in the nature of architect
services and soil testing but excluding land acquisition) for the
Property not in excess of ten percent (10%) of the expected cost of
the project of which the Property constitutes a part, the
Expenditures will be paid within not in excess of two (2) years
following the date hereof or, as an alternative, this declaration
of intent will be renewed.
12. I further acknowledge that it is expected that the
proceeds of Reimbursement Obligations will be used for
reimbursement of each Expenditure not later than (A) the date that
is one (1) year after the date on which such Expenditure is paid or
(B) the date that is one (1) year after the date on which the
Property is placed in service.
13. I further acknowledge that I will assure that the
allocation referenced in item 12 (A) will be evidenced by an entry
on the records of the County maintained with respect to the
Reimbursement Obligations, (B) will specifically identify the
Expenditure being reimbursed, and (C) on the advice of the
appropriate counsel will be sufficient to relieve the allocated
proceeds of the Reimbursement Obligations covered by such entry
from any restrictions under the relevant legal documents and
applicable state law that apply only to unspent proceeds of
Reimbursement Obligations.
2
• ,
14. I further acknowledge that I will assure that except as
referenced in item 13 the proceeds of the Reimbursement Obligations
that are used to reimburse the Expenditures will not be used,
directly or indirectly, (A) to pay debt service on an issue of tax-
exempt obligations, (B) to create or increase the balance in a
sinking fund established for the payment of debt service on the
Reimbursement Obligations or another issue of tax-exempt
obligations of the County or to replace funds that have been, are
being, or will be so used for reserve or replacement fund purpose,
or (D) to reimburse any expenditures or any payment with respect to
financing of an expenditure that was originally paid with proceeds
of any tax-exempt obligations of the County to any person or entity
other than the County.
15. I understand that item 14 does not prohibit the use of
those proceeds of the Reimbursement Obligations that are used to
reimburse the Fxppriditurps for (A) deposit in a bona fide debt
service fund (that is, a fund established to pay debt service on
any tax-exempt obligation of the County, other than the
Reimbursement Obligation, which is depleted annually except for a
reasonable carry over amount not in excess of one (1) year's
interest earnings on said fund or one-twelfth (1/12th) of annual
debt service), (B) to pay current debt service coming due within
the next succeeding one-year period on any tax-exempt obligation of
the County, other than the Reimbursement Obligations, or (C) to
reimburse for expenditures originally made from the proceeds of a
tax-exempt obligation of the County which were not reasonably
expected by the County, on the date of issue of such obligation, to
be used for such expenditure.
IN WITNESS WHEREOF, the undersigned has executed this
declaration of official intent this day of , 1995.
County
las.rl-oak40
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FISCAL REPORT (Misc. #98229) September 24, 1998
BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: RESOLUTION AUTHORIZING THE OAELAND COUNTY BUILDING AUTHORITY TO FINANCE
THE BUILDING PROJECT
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
The Finance Committee, having reviewed the above referenced resolution
on September 17, 1998, reports with a recommendation that the resolution be
adopted.
Chairperson, on behalf of the Finance Committee, I move acceptance of
the foregoing report.
4.2flide,
Fi. nce Carlirr:t_ee/e0%,t
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FINANCE COMMITTEE VOTE: Motion carried on a roll call vote with Kingzett
voting no and Garfield absent.
Allen, County Clerk Lyn
It
I
Resolution #98229 September 24, 1998
Moved by Palmer supported by Garfield the resolution be adopted.
AYES: Millard, Moffitt, Obrecht, Palmer, Schmid, Taub, Wolf, Amos,
Coleman, Dingeldey, Douglas, Garfield, Gregory, Holbert, Huntoon, Jacobs, Jensen,
Johnson, Kaczmar, Law, McCulloch, McPherson. (22)
NAYS: Hoffman, Kingzett. (2)
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 September 24, 1998 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 24th day of September 1998.
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