HomeMy WebLinkAboutResolutions - 1999.07.15 - 25748Miscellaneous Resolution # 99152 July 15, 1999
BY; FINANCE COMMITTEE, SUE ANN DOUGLAS. CHAIRPERSON
IN RE: COUNTY TREASURER — RESOLUTION TO AUTHORIZE OAKLAND
COUNTY REFUNDING BONDS (EVERGREEN-FARMINGTON AMY RELIEF
SEWERS)
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 ("Act 342"), the County of Oakland (the "County") has issued its Evergreen-Farmington
Sewage Disposal System Bonds (Amy Relief Sewers), dated December 1, 1990 (the "Prior Bonds"),
in the original principal amount of $3.425,000 to defray part of the cost of acquiring and constructing
certain improvements to the Evergreen and Farmington Sewage Disposal System pursuant to certain
contracts (the "Contracts") among the City of Bloomfield Hills and the Charter Township of
Bloomfield (the "Municipalities"), the City of Auburn Hills, and the County; and
WHEREAS, the Prior Bonds remain outstanding in the aggregate principal amount of
$2,400,000 mature in various principal amounts on May 1 in the years 2000 through 2009 and bear
interest at rates per annum that vary from 6.00 % to 6.60%; 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 has received requests from the Municipalities to refund all or part
of the outstanding Prior Bonds; and
Finance Committee Vote:
Motion carried unanimously on a roll call vote.
WHEREAS, it is in the best interests of the County and the Municipalities that the Prior
Bonds maturing in the years 2000 through 2009 be refunded.
NOW, THEREFORE, BE IT RESOLVED:
1 AT IT'HORIZATION OF BONDS —PURPOSE. Bonds of the County (the "Refunding
Bonds") aggregating the principal sum of not to exceed Two Million Eight Hundred Forty Thousand
Dollars ($2,840,000) 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 outstanding Prior
Bonds maturing in the years 2000 through 2009.
2. BOND DETAILS. The Refunding Bonds shall be designated Oakland County
Refunding Bonds (Evergreen-Farmington Amy Relief Sewers); 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. __PAYMENTQE_PRIAL 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.
-2-
4. _BOOK-ENTRY SYSTEM. Initially, one fully-registered bond for each maturity, in
the aggregate amount of such maturity, shall be issued in the name of Cede & Co., as nominee of
The Depository Trust Company ("DTC") for the benefit of other parties (the "Participants") in the
book-entry-only transfer system of DTC. In the event the County determines that it is in the best
interest of the County not to continue the book-entry system of transfer or that the interests of the
holders of the bonds might be adversely affected if the book-entry system of transfer is continued,
the County may notify DTC and the bond registrar and paying agent, whereupon DTC will notify
the Participants of the availability through DTC of bond certificates. In such event, the bond
registrar and paying agent shall deliver, transfer and exchange bond certificates as requested by DTC
and any Participant or "beneficial owner" in appropriate amounts in accordance with this Resolution.
DTC may determine to discontinue providing its services with respect to the bonds at any time by
giving notice to the County and the bond registrar and paying agent and discharging its
responsibilities with respect thereto under applicable law or the County may determine that DTC is
incapable of discharging its duties and may so advise DTC. In either such event, the County shall
use reasonable efforts to locate another securities depository. Under such circumstances (if there is
no successor securities depository), the County and the bond registrar and paying agent shall be
obligated to deliver bond certificates in accordance with the procedures established by this
Resolution. In the event bond certificates are issued, the provisions of this Resolution shall apply
to, among other things, the transfer and exchange of such certificates and the method of payment of
principal of and interest on such certificates. Whenever DTC requests the County and the bond
registrar and paying agent to do so, the County and the bond registrar and paying agent shall
cooperate with DTC in taking appropriate action after reasonable notice to make available one or
more separate certificates evidencing the bonds to any Participant having bonds certified to its DTC
account or to arrange for another securities depository to maintain custody of certificates evidencing
the bonds.
-3-
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF OAKLAND
OAKLAND COUNTY REFUNDING BOND
(EVERGREEN-FARMINGTON AMY RELIEF SEWERS)
INTFRPST R ATF MATE TRITY 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 15 111 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 , 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, . 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 Sewage Disposal
System Bonds (Amy Relief Sewers), dated December 1, 1990, maturing in the years 2000 through
-7-
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 Bloomfield Hills and
the Charter Township of Bloomfield (collectively, the "Municipalities") in payment of their
respective obligations to the County under certain contracts (the "Contracts") among the
Municipalities, another municipality in the County, and the County. The full faith and credit of each
Municipality have been pledged for the making of its share of such payments. As additional 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 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 that 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,
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.
-8-
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
CER IF1CATE 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]
10.
SECURITY The Refunding Bonds shall be issued in anticipation of the payments to be made by
the Municipalities pursuant to the Contracts. 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.
11. DEFEASANCE. In the event cash or direct obligations of the United States or
obligations the principal of and interest on which are guaranteed by the United States, or a
combination thereof, the principal of and interest on which, without reinvestment, come due at times
and in amounts sufficient to pay, at maturity or irrevocable call for earlier optional redemption, the
principal of premium if any, and interest on the 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.
I PRINCIPAL AND INTEREST FUND. There shall be established for the Refunding
Bonds a Principal and Interest Fund that 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 Contracts 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 or the principal and interest fund for the Prior Bonds as appropriate. The County
-12-
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 payment of the principal of and interest on such Prior Bonds
and the Refunding Bonds.
1 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 that are refunded. 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 that are refunded.
The Escrow Fund shall be held by a trustee (the "Trustee") in trust pursuant to an escrow agreement
(the "Escrow Agreement") that irrevocably shall direct the Trustee to take all necessary steps to pay
the interest on the Prior Bonds that are refunded 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 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 that are refunded when due at maturity or call for
redemption as required by the Escrow Agreement.
14 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, the County Treasurer, or a representative
of Municipal Financial Consultants Incorporated, the financial consultant for the County, shall make
-13-
application to the Department of Treasury for permission to issue and sell the Refunding Bonds as
provided by the terms of this resolution.
P TcCITANCF DPI TVERY TRAIN R AND HANGE OF BOND
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 5 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.
6 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 that 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 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 16 in lieu of any Refunding Bond
lost, apparently destroyed or wrongfully taken shall be of the same form and tenor and be secured
-14-
in the same manner as the Refunding Bond in substitution for which such Refunding Bond was
delivered.
17_ TAX COVENANT. The County covenants to comply with all requirements of the
Internal Revenue Code of 1986, as amended, necessary to assure that the interest on the 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.
18. 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,
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.
-15-
20. 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 Finance Committee, I move adoption of the foregoing
resolution.
FINANCE COMMITTEE
HERESY RovE rHE FOREGOING RESOLUTION
Brooke Patt County Executive
(21 A
Date
Resolution #99152 July 15, 1999
Moved by Millard supported by Taub the resolution be adopted.
AYES: Causey-Mitchell, Colasanti, Devine, Dingeldey, Douglas, Garfield,
Gregory, Jensen, Law, McCulloch, McPherson, Melton, Millard, Moffitt, Obrecht,
Palmer, Patterson, Schmid, Sever, Suarez, Taub, Amos. (22)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution was adopted.
toer•n•n••nn•nI
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, G. William Caddell, 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 July 15, 1999 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 15,hh daVS,f July, 1999.
G. William Caddell, County Clerk