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HomeMy WebLinkAboutResolutions - 2001.05.24 - 26537Miscellaneous Resolution #01139 May 24, 2001 BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: COUNTY TREASURER - RESOLUTION TO AUTHORIZE OAKLAND COUNTY REFUNDING BONDS, EVERGREEN-FARMINGTON SEWAGE DISPOSAL SYSTEM (PERMANENT METER & INTERCEPTOR REHABILITATION) 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 (Permanent Meter & Interceptor Rehabilitation), dated November 1, 1991 (the "Prior Bonds" ), in the original principal amount of $4,085,000 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 Birmingham, the City of Bloomfield Hills, the City of Farmington Hills, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield„ the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills, and the Village of Franklin (the "Municipalities" ) the City of Auburn Hills, the City of Farmington, the City of Keego Harbor, the City of Troy, the Village of Bingham Farms and the County of Oakland (" the " County" ); and WHEREAS, the Prior Bonds remain outstanding in the aggregate principal amount of $2,750,000 mature in various principal amounts on May 1 in the years 2002 through 2010 and bear interest at rates per annum that vary from 3.50% to 6.50%;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 has received or will receive requests from the Municipalities to refund all or part of the outstanding Prior Bonds; and WHEREAS, it is in the best interests of the County and the Municipalities that the Prior Bonds maturing in the years 2002 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 Two Million Six Hundred and Fifty Thousand Dollars ($2,650,000) 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 2002 through 2009. 2. BOND DETAILS. The Refunding Bonds shall be designated Oakland County Refunding Bonds, Evergreen-Farmington Sewage Disposal System (Permanent Meter & Interceptor Rehabilitation), Series 2001; 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 FINANCE COMMITTEE: Motion carried unanimously on a roll call vote with Friedman Appel and Melton absent. 2 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. 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 I Notwithstanding any other provision of this Resolution to the contrary, so long as any bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, interest on and redemption premium, if any, on such bonds and all notices with respect to the bonds shall be made and given, respectively, to DTC as provided in the Letter of Representations relating to the bonds among DTC, the County and the bond registrar and paying agent. The County Agency or the County Treasurer is authorized to sign the Letter of Representations on behalf of the County, in such form as the County Agency or the County Treasurer deems necessary or appropriate in order to accomplish the issuance of the bonds in accordance with law an this Resolution. 5. 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. 6. 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 that shall be a bank or trust company located in the State of Michigan that is qualified to act in such capacity under the laws of the United States of America or the State of Michigan. The Treasurer may from time to time as required designate a similarly qualified successor bond registrar and paying agent. 7. 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. 8. 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. 4 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 that have been selected for redemption. 9. FORM OF BONDS. The Refunding Bonds shall be in substantially the following form: 5 UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND OAKLAND COUNTY REFUNDING BOND EVERGREEN-FARMINGTON SEWAGE DISPOSAL SYSTEM (PERMANENT METER & INTERCEPTOR REHABILITATION), SERIES 2001 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 herein provided, upon presentation and surrender of this refunding 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 th day of the calendar month preceding the month in which and 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 refunding bond is one of a series of refunding bonds aggregating the principal sum of 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 (Permanent Meter & Interceptor Rehabilitation), dated November 1, 1991, maturing in the years 2002 through 2009. The refunding bonds of this series are issued in anticipation of, and the principal of and interest on the refunding bonds are payable from, moneys to be received by the County from the City of Birmingham, the City of Bloomfield Hills, the City of Farmington Hills, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield, the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills and the Village of Franklin (collectively the 6 "Municipalities" ) in payment of their respective obligations to the County under certain contracts (the " Contracts" ) among the Municipalities, other municipalities 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 refunding 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 refunding 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 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 attorney duly authorized in writing. Upon the exchange or transfer of this refunding bond a new refunding bond or refunding 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. Refunding 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 refunding bonds or portions of refunding bonds that have been selected for redemption. Refunding bonds maturing prior to , are not subject to redemption prior to maturity. Refunding 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 . Refunding 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 refunding bonds maturing in any year are to be redeemed, the refunding bonds or portions of refunding bonds to be redeemed shall be selected by lot. The redemption price shall be the par value of the refunding bond or portion of the refunding bond called to be redeemed plus interest to the date fixed for redemption. Not less than thirty days' notice of redemption shall be given to the registered owners of refunding bonds called to be redeemed by mail to each registered owner at the registered address. Refunding bonds or portions of refunding 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 refunding 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 refunding bonds of which this refunding bond is one, does not exceed any constitutional or statutory limitation. 7 IN WITNESS WHEREOF, the County of Oakland, State cf Michigan, by its Board of Commissioners, has caused this refunding 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 refunding 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 8 CERTIFICATE OF AUTHENTICATION This refunding bond is one of the refunding bonds described in the within mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: 9 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 refunding bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney to transfer the within refunding 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 REFUNDING BOND FORM] 10 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. 12. 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 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. 13. 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 and 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 and 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 11 to call such Prior Bonds for redemption at such time in the Escrow Agreement. The County Treasurer shall enter into the Escrow Agreement with the Trustee on The amounts held in the Escrow Fund shall be such investments and the income received thereon will reinvestment to pay the principal of, interest on and the Prior Bonds that are refunded when due at maturity as required by the Escrow Agreement. as shall be determined select the Trustee and behalf of the County. that the cash and the be sufficient without redemption premiums on or call for redemption 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, the County Bond Counsel, or a representative of Municipal Financial Consultants Incorporated, the financial consultant for the County, 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. 15. 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 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. 16. 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 and 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 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 12 Advertise Bonds for Sale and Mail Official Statement Bond Sale Drain Commissioner Awards Bonds Bond Delivery June 29, 2001 July 10, 2001 July 10, 2001 July , 2001 OAKLAND COUNTY DRAIN COMMISSIONER OAKLAND COUNTY REFUNDING BONDS, EVERGREEN-FARMINGTON SEWAGE DISPOSAL SYSTEM (PERMANENT METER & INTERCEPTOR REHABILITATION), SERIES 2001 Maximum Amount of Bonds: $2,650,000 TIMETABLE Action Date Local Municipalities Approve Refunding Memorandum from the Drain Commissioner Describing the Project Oakland County Planning and Building Committee Waiver Approving Refunding Oakland County Finance Committee Approves Refunding Oakland County Full Board of Commissioners Approves Pledge of Full Faith and Credit for Refunding Application to State of Michigan for Approval to Issue Bonds Order of the Drain Commissioner Approving the Notice of Sale April, 2001 May 3, 2001 May 15, 2001 May 17, 2001 May 24, 2001 May 28, 2001 June 1, 2001 State Approves Bond Issue June 28, 2001 las.tt-oak76-80 1 OAKLAND COUNTY MEMORANDUM DRAIN COMMISSIONER DATE: May 8, 2001 TO: Mr. Charles Palmer, Chairman Planning & Building Committee FROM: Kevin R. Larsen, Chief Deputy Drain Commissioner RE: Oakland County Refunding Bonds, Evergreen-Farmington Sewage Disposal System (Permanent Meter & Interceptor Rehabilitation), Series 2001 The captioned bond issue is being proposed to refund bonds originalfy issued on November 1, 1991 because interest rates have substantially declined in the last few months. Our financial Advisory, Municipal Financial Consultants Incorporated, has estimated a net savings after all costs are paid in excess of $150,000 based upon interest rates prevailing in the market place in early April. All of the municipalities involved in this project have adopted resolutions have adopted resolutions approving the refunding. These constitute 100% of the total use of the project. An approximate timetable for this project is attached. We request that our resolution be placed on your Planning and Building Committee Agenda for May 15, 2001. As time is of the essence, it is our intent to request a suspension of the rules and immediately present the resolution to the Finance Committee on May 17, 2001. The resolution will then be presented at the May 24, 2001 Board of Commissioners meeting for approval. Thank you foryour assistance. Enclosure cc: Frank Millard, Chairperson, Oakland County Board of Commissioners Sue Ann Douglas, Chairperson, Finance Committee ABSENT: None CITY OF BIRMINGHAM At a regular meeting of the City Commission ,_ ,...,,, t ie —:-.,--- City of Birmingham , Oakland County, Michiaan, n=1 -' cn Aoril9 , 2001 at 8 :00 p.m. Eastern Time there were: PRESENT: Mayor I anzs-tta. Commissioners Carney. Chafetz. DeLaura. Dixon. McKeon and Wooley RESOLUTION AUTHORIZING REFUNDING The following resolution was offered by axon and seconded by McKeon • WHEREAS, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, the City of Auburn Hills, City of Birmingham, the City of Bloomfield Hills, the City of Farminaton, the City of Farmington Hills, the City of Keego Harbor, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield, the City of Troy, the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills, the Village of Bingham Farms, and the Village of Franklin (the "Municipalities") and the County of Oakland ("the "County") acting by and through its Drain Commissioner as county agency have entered into the Evergreen and Farmington Sewage Disposal Systems Intermunicipal Contract Concerning Wastewater Treatment and Pollution Control Projects, dated September 30, 1989 (the "Contract");and WHEREAS, pursuant to the Contract the County has issued its Evergreen Farmington Sewage Disposal System (Permanent Meter & Interceptor Rehabilitation) Bonds, dated November 1, 1991, in the original principal amount of $4,085,000 (the "Prior Bonds") to defray part of the cost of acquiring and constructing the project described in the Contract; and WHEREAS, the City of Birmingham (the "City") has been advised that conditions in the bond market have now improved from the conditions which prevailed at the time the Prior Bonds were sold and that the Prior Bonds could be refunded at a considerable savings to the City; and WHEREAS, it is the determination and judgment of this City Commission that the Prior Bonds should be refunded to secure for the City the anticipated savings; 1 THEREFORE, BE 77 RESOLVED: 1. The County is requested and authorized to issue refunding bonds (the "Refunding Bonds") pursuant to the provisions of Act No. 202, Public Acts of Michigan, 194, as amended, in an amount necessary to refund all or part of th.,=, Prior Bonds (as shall be determined by the Drain Commissioner as County Agency) and to pay the costs of issuing the Refund'ng Bonds. 2. The proceeds of the Refunding Bonds shall be suffic i ent to pay the costs of issuing the Refunding Bonds and to establish an Escrow Fund in an amount which will be sufficient to pay the principal of, the redemption premiums on, and the interest on the Prior Bonds that are refunded without further payment by the City. 3. The City covenants and agrees to continue to make payments to the County in accordance with the requirements of the Contract, said payments to be in amounts sufficient to pay its share of the principal of and interest on the Refunding bonds and any of the Prior bonds that are not refunded as the same shall become due and all paying agency fees and other expenses and charges (including the county agency's administrative expenses) which are payable on account of the Refunding Bonds and those Prior Bonds that are not refunded. The City acknowledges and agrees that its obligations as set forth in the Contract shall continue for the Refunding Bonds and the County shall have all rights and remedies set forth in the Contract to enforce the obligations of the City with respect to the Refunding Bonds in the same manner and to the same extent that such rights and remedies are available with respect to the Prior Bonds. 4. The City specifically (but not by way of limitation) reaffirms its pledge of its full faith and credit for the payment of its obligations with respect to the Refunding Bonds and its obligation to levy taxes for the payment of the principal of and interest the Refunding Bonds in accordance with the provisions of the Contract. 5. The Clerk, the Treasurer, the Mayor, or the County's Financial Consultant or Bond Counsel, are authorized to file an application for State Treasurer's approval to issue bonds on behalf of the City with respect to the Refunding Bonds. 6. The Clerk, the Treasurer, or the Mayor are authorized to approve the circulation of a preliminary and final official statement for the Refunding Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the City, and to do all other things necessary for compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule"). The Clerk, the Treasurer, or the Supervisor are authorized to execute and 2 deliver such certificates and to do all other things n-c ,=,s ,=7=ry effectuate the sale and delivery of the Refunding Bonds. 7. The Clerk, the Treasurer, or the Mayor is autho-iz ,4 tc execute a certificate of the City, constituting an undertaking tc provide ongoing disclosure about the City for the bene=i: c: beneficial owners of the Refunding Bonds as required under paragraph (b) (5) of the Rule, and amendments to such cert -,..'ic7e from time to time in accordance with the terms of the cel-ti=icat ,=> attached hereto as Appendix A (the "Continuing Disclosure Certificate"). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Contnuinc Disclosure Certificate. A vote on the foregoing resolution was taken as follows: YEAS: Mayor Lanzetta, Commissioners Carney, Chafetz, DeLaura, Dixon, McKeon and Wooley NAYS: None ABSENT: None RESOLUTION DECLARED ADOPTED. STATE OF MICHIGAN) ) SS. COUNTY OF OAKLAND) the undersigned Clerk of the City of Birmingham , hereby certify that the foregoing is a true and complete copy of a resolution adopted by the City of said City at a regular meeting held on the 9th day of April , 2001, the original of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the open meetings act. nt- - Clerk; City ö Judith A. Benn Birmingham las.r2-oak76 3 CITY OF BI 00MFIE1 D HIHS At a regular meeting of the City comm i ss i on of the City of RlopmfiPld Hillc , Oakland County, Michigan, held on April lfl, , 2001 at 7 :_ap p_.m. Eastern Time there were: PRESENT: Mayor John Davey, Mayor Pro-tern Dale Dawkins, City Commissioner Benjamin Hoffiz, City Commissioner Marilynn Varbedian, City Commissioner Michael Zambricki ABSENT: 0 RESOLUTION AUTHORIZING REFUNDING The following resolution was offered by Hoffiz and seconded by Varbedian WHEREAS, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, the City of Auburn Hills, City of Birmingham, the City of Bloomfield Hills, the City of Farmington, the City of Farmington Hills, the City of Keego Harbor, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield, the City of Troy, the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills, the Village of Bingham Farms, and the Village of Franklin (the "Municipalities") and the County of Oakland ("the "County") acting by and through its Drain Commissioner as county agency have entered into the Evergreen and Farmington Sewage Disposal Systems Intermunicipal Contract Concerning Wastewater Treatment and Pollution Control Projects, dated September 30, 1989 (the "Contract");and WHEREAS, pursuant to the Contract the County has issued its Evergreen Farmington Sewage Disposal System (Permanent Meter & Interceptor Rehabilitation) Bonds, dated November 1, 1991, in the original principal amount of $4,085,000 (the "Prior Bonds") to defray part of the cost of acquiring and constructing the project described in the Contract; and WHEREAS, the City of Bloomfield Hills (the "City") has been advised that conditions in the bond market have now improved from the conditions which prevailed at the time the Prior Bonds were sold and that the Prior Bonds could be refunded at a considerable savings to the City; and WHEREAS, it is the determination and judgment of this City Commission that the Prior Bonds should be refunded to secure for the City the anticipated savings; 1 THEREFORE, BE IT RESOLVED: 1. The County is requested and authorized to issue it=, refunding bonds (the "Refunding Bonds") pursuant to provisions of Act No. 202, Public Acts of Michigan, 1943, amended, in an amount necessary to refund all or part of :h Prior Bonds (as shall be determined by the Drain Commissioner as County Agency) and to pay the costs of issuing the Refunding Bonds. 2. The proceeds of the Refunding Bonds shall be sufficient to pay the costs of issuing the Refunding Bonds and to establish an Escrow Fund in an amount which will be sufficient to pay the principal of, the redemption premiums on, and the interest on the Prior Bonds that are refunded without further payment by the City. 3. The City covenants and agrees to continue to make payments to the County in accordance with the requirements of the Contract, said payments to be in amounts sufficient to pay its share of the principal of and interest on the Refunding bonds and any of the Prior bonds that are not refunded as the same shall become due and all paying agency fees and other expenses and charges (including the county agency's administrative expenses) which are payable on account of the Refunding Bonds and those Prior Bonds that are not refunded. The City acknowledges and agrees that its obligations as set forth in the Contract shall continue for the Refunding Bonds and the County shall have all rights and remedies set forth in the Contract to enforce the obligations of the City with respect to the Refunding Bonds in the same manner and to the same extent that such rights and remedies are available with respect to the Prior Bonds. 4. The City specifically (but not by way of limitation) reaffirms its pledge of its full faith and credit for the payment of its obligations with respect to the Refunding Bonds and its obligation to levy taxes for the payment of the principal of and interest the Refunding Bonds in accordance with the provisions of the Contract. 5. The Clerk, the Treasurer, the Mayor, or the County's Financial Consultant or Bond Counsel, are authorized to file an application for State Treasurer's approval to issue bonds on behalf of the City with respect to the Refunding Bonds. 6. The Clerk, the Treasurer, or the Mayor are authorized to approve the circulation of a preliminary and final official statement for the Refunding Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the City, and to do all other things necessary for compliance with Rule 15c2 -12 issued under the Securities Exchange Act of 1934, as amended (the "Rule"). The Clerk, the Treasurer, or the Supervisor are authorized to execute and 2 deliver such certificates and to do all other things necessary effectuate the sale and delivery of the Refunding Bonds. 7. The Clerk, the Treasurer, or the Mayor is authorized tz execute a certificate of the City, constituting an undertakina tc provide ongoing disclosure about the City for the benefit cf beneficial owners of the Refunding Bonds as required under paragraph (b)(5) of the Rule, and amendments to such cg---'',cate from time to time in accordance with the terms of the certi 4 icate attached hereto as Appendix A (the "Continuing -Disclosure Certificate"). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. A vote on the foregoing resolution was taken as follows: YEAS: Davey, Dawkins, Hoffiz, Varbedian ilZambricki NAYS: 0 ABSENT: 0 RESOLUTION DECLARED ADOPTED. STATE OF MICHIGAN) ) SS. COUNTY OF OAKLAND) the undersigned Clerk of the City of Bloomfield Hills , hereby certify that the foregoing is a true and complete copy of a resolution adopted by the City Commission of said City at a regular meeting held on the 10th day of April , 2001, the original of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the open meetings act. Charles H. Harmon. Jr. City of Bloomfield Hills las.r2-oak76 3 Z.VVIVrVbirt—rurIntrIVV. Systen: Bond,(Perrnan en! Meter ond Interceptor Rehabtlitattetn) At a regular meeting of the City Council of the City of Farmington Hills, Oakland County, Michigan, held on April 19 , 1999. PRESENT: RARNETT, BATES, ELLIS, OLIVERIO, SORONEN AND VAGNOZZI ABSENT: GRANT and seconded by The following resolution was offered by Councilmember Bares Councilmember Oliverio : WHEREAS, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, the City of Farmington Hills (the "City'), several other municipalities in the County of Oakland and the County of Oakland (the "County") acting by and through its Drain Commissioner as county agency have entered into a contract pursuant to which the County has issued its Evergreen-Farmington. Sewage Disposal System Bonds (Permanent Meter and Interceptor Rehabilitation), dated November 1, 1991, in the original principal amount of $4,085,000 (the "Prior Bonds") to defray part of the cost of acquiring and constructing certain improvements in the Evergreen and Farmington Sewage Disposal System; and WHEREAS, the City has been advised that conditions in the bond market have now improved from the conditions which prevailed at the time the Prior Bonds were sold and that the Prior Bonds could be refunded at a considerable savings to the City; and WHEREAS, it is the determination and judgment of this City Council that the Prior Bonds should be refunded to secure for the anticipated savings. THEREFORE, BE IT RESOLVED: 1. The County is requested and authorized to issue its refunding bonds (the "Refunding Bonds") pursuant to the provisions of Act No. 202, Public Acts of Michigan, 1943, as amended, in an amount necessary to refund all or part of the Prior Bonds (as shall be determined by the Drain Commissioner as County Agency) for the purpose of refunding all or part of the Prior Bonds and paying the costs of issuing the Refunding Bonds. 2. The proceeds of the Refunding Bonds shall be sufficient to pay the costs of issuing the Refunding Bonds and to establish an Escrow Fund in an amount which will be sufficient to pay the principal of, the redemption premiums on, and the interest on the Prior Bonds that are refunded without further payment by the City. 3. The City covenants and agrees to continue to make payments to the County in accordance with the requirements of the Contracts to which it is a party, said payments to be in amounts sufficient to pay its share of the principal of and interest on the Refunding Bonds and any of the Prior Bonds that are not refunded as the same shall become due and all paying agency fees and other expenses and charges (including the county agency's administrative expenses) which are payable on account of the Refunding Bonds and those Prior Bonds that are not refunded. The City acknowledges and agrees that its obligations as set forth in the Contracts shall continue for the Refunding Bonds and the County shall have all rights and remedies set forth in the Contracts to enforce the obligations of the City with respect to the Refunding Bonds in the same manner and to the same extent that such rights and remedies are available with respect to the Prior Bonds. 4. The City specifically (but not by way of limitation) reaffirms its pledge of its full faith and credit for the payment of its share of obligations with respect to the Refunding Bonds and its obligation to levy taxes for the payment of the principal of and interest the Refunding Bonds in accordance with the provisions of the Contract. -2- 5. The Clerk, the Treasurer, or the Mayor are authorized to file an application for State Treasurer's approval to issue bonds with respect to the Refunding Bonds. 6. The Clerk, the Treasurer, or the Mayor are authorized to approve the circulation of a preliminary and final official statement for the Refunding Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the City, and to do all other things necessary for compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule"). The Clerk, the Treasurer, or the Mayor are authorized to execute and deliver such certificates and to do all other things necessary to effectuate the sale and delivery of the Refunding Bonds. 7. The Clerk, the Treasurer, or the Mayor are authorized to execute a certificate of the City, constituting an undertaking to provide ongoing disclosure about the City for the benefit of the holders of the Refunding Bonds as required under paragraph (b)(5) of the Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate (the certificate and any amendments thereto are collectively referred to herein as the "Continuing Disclosure Certificate"). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. YEAS: _BARNETT, BATES, ELLIS, OLIVERIO, SORONEN AND VAGNOZZI NAYS: NONE ABSTENTIONS: NONE • ABSENT: • GRANT RESOLUTION DECLARED ADOPTED. Kigkdgel STATE OF MICHIGAN ) )ss COUNTY OF OAKLAND ) I hereby certify that the foregoing is a true and complete copy of a resolution adopted by the Council of the City of Farmington Hills, Oakland County, Michigan at a regular meeting duly called and held on the 19 th day of on file in my office. April , 1999, the original of which resolution is Clerk 91. Iclithryn A. Dornan, City Clerk City Fainington Hills Derwir alit03- -4- ABSENT: None CITY OF LATHRUP VILLAGE At a Regular meeting of the City Council of the City of Lathrup Village , Oakland County, Michigan, held on Monday, April 2 , 2001 at 7 :30 P .m. Eastern Daylight Time there were: PRESENT: Brock, Copus, McClain, Weglarz, Welch RESOLUTION AUTHORIZING REFUNDING The following resolution was offered by Welch seconded by McClain • WHEREAS, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, the City of Auburn Hills, City of Birmingham, the City of Bloomfield Hills, the City of Farmington, the City of Farmington Hills, the City of Keego Harbor, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield, the City of Troy, the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills, the Village of Bingham Farms, and the Village of Franklin (the "Municipalities") and the County of Oakland ("the "County") acting by and through its Drain Commissioner as county agency have entered into the Evergreen and Farmington Sewage Disposal Systems Intermunicipal Contract Concerning Wastewater Treatment and Pollution Control Projects, dated September 30, 1989 (the "Contract");and WHEREAS, pursuant to the Contract the County has issued its Evergreen Farmington Sewage Disposal System (Permanent Meter & Interceptor Rehabilitation) Bonds, dated November 1, 1991, in the original principal amount of $4,085,000 (the "Prior Bonds") to defray part of the cost of acquiring and constructing the project described in the Contract; and WHEREAS, the City of Lathrup Village (the "City") has been advised that conditions in the bond market have now improved from the conditions which prevailed at the time the Prior Bonds were sold and that the Prior Bonds could be refunded at a considerable savings to the City; and WHEREAS, it is the determination and judgment of this City Council that the Prior Bonds should be refunded to secure for the City the anticipated savings; and 1 THEREFORE, BE IT RESOLVED: 1. The County is requested and authorized to issue its refunding bonds (the "Refunding Bonds") pursuant to the provisions of Act No. 202, Public Acts of Michigan, 1943, as amended, in an amount necessary to refund all or part of thg Prior Bonds (as shall be determined by the Drain Commissioner as County Agency) and to pay the costs of issuing the Refunding Bonds. 2. The proceeds of the Refunding Bonds shall be sufficient to pay the costs of issuing the Refunding Bonds and to establish an Escrow Fund in an amount which will be sufficient to pay the principal of, the redemption premiums on, and the interest on the Prior Bonds that are refunded without further payment by the City. 3. The City covenants and agrees to continue to make payments to the County in accordance with the requirements of the Contract, said payments to be in amounts sufficient to pay its share of the principal of and interest on the Refunding bonds and any of the Prior bonds that are not refunded as the same shall become due and all paying agency fees and other expenses and charges (including the county agency's administrative expenses) which are payable on account of the Refunding Bonds and those Prior Bonds that are not refunded. The City acknowledges and agrees that its obligations as set forth in the Contract shall continue for the Refunding Bonds and the County shall have all rights and remedies set forth in the Contract to enforce the obligations of the City with respect to the Refunding Bonds in the same manner and to the same extent that such rights and remedies are available with respect to the Prior Bonds. 4. The City specifically (but not by way of limitation) reaffirms its pledge of its full faith and credit for the payment of its obligations with respect to the Refunding Bonds and its obligation to levy taxes for the payment of the principal of and interest the Refunding Bonds in accordance with the provisions of the Contract. 5. The Clerk, the Treasurer, the Mayor, or the County's Financial Consultant or Bond Counsel, are authorized to file an application for State Treasurer's approval to issue bonds on behalf of the City with respect to the Refunding Bonds. 6. The Clerk, the Treasurer, or the Mayor are authorized to approve the circulation of a preliminary and final official statement for the Refunding Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the City, and to do all other things necessary for compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule"). The Clerk, the Treasurer, or the Supervisor are authorized to execute and 2 -7 (/ Cierk,Glor(a arris-Ford City of Lathrup Village deliver such certificates and to do all other things necessary to effectuate the sale and delivery of the Refunding Bonds. 7. The Clerk, the Treasurer, or the Mayor is authorized to execute a certificate of the City, constituting an undertaking to provide ongoing disclosure about the City for the benefit of beneficial owners of the Refunding Bonds as required under paragraph (b)(5) of the Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate attached hereto as Appendix A (the "Continuing Disclosure Certificate"). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. A vote on the foregoing resolution was taken as follows: YEAS: Brock, Copus, McClain, Weglarz, Welch NAYS: None ABSENT: None RESOLUTION DECLARED ADOPTED. STATE OF MICHIGAN) ) SS. COUNTY OF OAKLAND) the undersigned Clerk of the City of Lathrup Village , hereby certify that the foregoing is a true and complete copy of a resolution adopted by the City Council of said City at a Regular meeting held on the 2nd day of April , 2001, the original of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the open meetings act. las.r2-oak76 3 CITY OF ORCHARD LAKE VILLAGE At a REGULAR meeting of the City COUNCIL of th ,-, City of ORCHARD LAKE VILLAGE , Oakland County, Michigan, held APRIL 161H , 2001 at 7 :00 P.m. Eastern Time there were: PRESENT: MAYOR MCINTYRE, COUNCILMEMBERS ALLARDYCE, DAVIS, ITIN & SPERLICH ABSENT: COUNCILMEMBERS HARTZELL & TALPOS RESOLUTION AUTHORIZING REFUNDING The following resolution was offered by ALLARDYCE seconded by ITIN WHEREAS, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, the City of Auburn Hills, City of Birmingham, the City of Bloomfield Hills, the City of Farmington, the City of Farmington Hills, the City of Keecro Harbor, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield, the City of Troy, the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills, the Village of Bingham Farms, and the Village of Franklin (the "Municipalities") and the County of Oakland ("the "County") acting by and through its Drain Commissioner as county agency have entered into the Evergreen and Farmington Sewage Disposal Systems Intermunicipal Contract Concerning Wastewater Treatment and Pollution Control Projects, dated September 30, 1989 (the "Contract");and WHEREAS, pursuant to the Contract the County has issued its Evergreen Farmington Sewage Disposal System (Permanent Meter & Interceptor Rehabilitation) Bonds, dated November 1, 1991, in the original principal amount of $4,085,000 (the "Prior Bonds") to defray part of the cost of acquiring and constructing the project described in the Contract; and WHEREAS, the City of ORCHARD LAKE VILLAGE (the "City") has been advised that conditions in the bond market have now improved from the conditions which prevailed at the time the Prior Bonds were sold and that the Prior Bonds could be refunded at a considerable savings to the City; and WHEREAS, it is the determination and judgment of this City COUNCIL that the Prior Bonds should be refunded to secure for the City the anticipated savings; and 1 THEREFORE, BE IT RESOLVED: 1. The County is requested and authorized to issue refunding bonds (the "Refunding Bonds") pursuant to th=. provisions of Act No. 202, Public Acts of Michigan, 1943, as amended, in an amount necessary to refund all or part of the Prior Bonds (as shall be determined by the Drain Commissioner as County Agency) and to pay the costs of issuing the Refunding Bonds. 2. The proceeds of the Refunding Bonds shall be sufficient to pay the costs of issuing the Refunding Bonds and to establish an Escrow Fund in an amount which will be sufficient to pay the principal of, the redemption premiums on, and the interest on the Prior Bonds that are refunded without further payment by the City. 3. The City covenants and agrees to continue to make payments to the County in accordance with the requirements of the Contract, said payments to be in amounts sufficient to pay its share of the principal of and interest on the Refunding bonds and any of the Prior bonds that are not refunded as the same shall become due and all paying agency fees and other expenses and charges (including the county agency's administrative expenses) which are payable on account of the Refunding Bonds and those Prior Bonds that are not refunded. The City acknowledges and agrees that its obligations as set forth in the Contract shall continue for the Refunding Bonds and the County shall have all rights and remedies set forth in the Contract to enforce the obligations of the City with respect to the Refunding Bonds in the same manner and to the same extent that such rights and remedies are available with respect to the Prior Bonds. 4. The City specifically (but not by way of limitation) reaffirms its pledge of its full faith and credit for the payment of its obligations with respect to the Refunding Bonds and its obligation to levy taxes for the payment of the principal of and interest the Refunding Bonds in accordance with the provisions of the Contract. 5. The Clerk, the Treasurer, the Mayor, or the County's Financial Consultant or Bond Counsel, are authorized to file an application for State Treasurer's approval to issue bonds on behalf of the City with respect to the Refunding Bonds. 6. The Clerk, the Treasurer, or the Mayor are authorized to approve the circulation of a preliminary and final official statement for the Refunding Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the City, and to do all other things necessary for compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule"). The Clerk, the Treasurer, or the Supervisor are authorized to execute and 2 deliver such certificates and to do all other things necessary effectuate the sale and delivery of the Refunding Bonds. 7. The Clerk, the Treasurer, or the Mayor is authorized to execute a certificate of the City, constituting an undertaking to provide ongoing disclosure about the City for the benefit o' beneficial owners of the Refunding Bonds as required under paragraph (b) (5) of the Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate attached hereto as Appendix A (the "Continuing Disclosure Certificate"). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. A vote on the foregoing resolution was taken as follows: YEAS: MAYOR MCINTYRE, COUNCILMEMBERS ALLARDYCE, DAVIS, ITIN & SPERLICH NAYS: NONE ABSENT: COUNCILMEMBERS HARTZELL & TALPOS RESOLUTION DECLARED ADOPTED. STATE OF MICHIGAN) ) SS. COUNTY OF OAKLAND) the undersigned Clerk of the City of ORCHARD LAKE VILLAGE , hereby certify that the foregoing is a true and complete copy of a resolution adopted by the City COUNCIL of said City at a REGULAR meeting held on the 16TH day of APRIL , 2001, the original of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the open meetings act. JANET ovERoaLx GREEN City o ORCHARD LAKE VILLAGE las.r2-oak76 3 CHARTER TOWNSHIP OF BLOOMFIELD BOARD OF TRUSTEES MARCH 26, 2001 PAGE -1- PRESENT: Payne, Cotton, Devine, Tobias, Yaw, Stefanes, Roncelli ABSENT: None MOTION WAS MADE by Cotton and supported by Roncelli to APPROVE the following Resolution Authorizing Refunding of Bonds: RESOLUTION AUTHORIZING REFUNDING WHEREAS, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, the City of Auburn Hills, the City of Birmingham, the City of Bloomfield Hills, the City of Farmington, the City of Farmington Hills, the City of Keego Harbor, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield, the City of Troy, the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills, the Village of Bingham Farms, and the Village of Franklin (the "Municipalities") and the County of Oakland (the "County") acting by and through its Drain Commissioner as county agency have entered into the Evergreen and Farmington Sewage Disposal Systems Intermunicipal Contract Concerning Wastewater Treatment and Pollution Control Projects, dated September 30, 1989 (the "Contract"); and WHEREAS, pursuant to the Contract the County has issued its Evergreen Farmington Sewage Disposal System (Permanent Meter & Interceptor Rehabilitation) Bonds, dated November 1, 1991, in the original principal amount of $4,085,000 (the "Prior Bonds") to defray part of the cost of acquiring and constructing the project described in the Contract; and WHEREAS, the Charter Township of Bloomfield (the "Township") has been advised that conditions in the bond market have now improved from the conditions which prevailed at the time the Prior Bonds were sold and that the Prior Bonds could be refunded at a considerable savings to the Township; and WHEREAS, it is the determination and judgment of this Township Board that the Prior Bonds should be refunded to secure for the Township anticipated savings; THEREFORE, BE IT RESOLVED: CHARTER TOWNSHIP OF BLOOMFIELD BOARD OF TRUSTEES MARCH 26, 2001 PAGE -2- 1. The County is requested and authorized to issue its refunding bonds (the "Refunding Bonds") pursuant to the provisions of Act No. 202, Public Acts of Michigan, 1943, as amended, in an amount necessary to refund all or part of the Prior Bonds (as shall be determined by the Drain Commissioner as County Agency) and to pay the costs of issuing the Refunding Bonds. 2. The proceeds of the Refunding Bonds shall be sufficient to pay the costs of issuing the Refunding Bonds and to establish an Escrow Fund in an amount, which will be sufficient to pay the principal of, the redemption premiums on, and the interest on the Prior Bonds that are refunded without further payment by the Township. 3. The Township covenants and agrees to continue to make payments to the County in accordance with the requirements of the Contract, said payments to be in amounts sufficient to pay its share of the principal of and interest on the Refunding Bonds and any of the Prior Bonds that are not refunded as the same shall become due and all paying agency fees and other expenses and charges (including the county agency's administrative expenses) which are payable on account of the Refunding Bonds and those Prior Bonds that are not refunded. The Township acknowledges and agrees that its obligations as set forth in the Contract shall continue for the Refunding Bonds and the County shall have all rights and remedies set forth in the Contract to enforce the obligations of the Township with respect to the Refunding Bonds in the same manner and to the same extent that such rights and remedies are available with respect to the Prior Bonds. 4. The Township specifically (but not by way of limitation) reaffirms its pledge of its full faith and credit for the payment of its obligations with respect to the Refunding Bonds and its obligation to levy taxes for the payment of the principal of and interest the Refunding Bonds in accordance with the provisions of the Contract. 5. The Clerk, the Treasurer, the Supervisor, or the County's Financial Consultant or Bond Counsel, are authorized to file an application for State Treasurer's approval to issue bonds on behalf of the Township with respect to the Refunding Bonds. 6. The Clerk, the Treasurer, or the Supervisor is authorized to approve the circulation of a preliminary and final official statement for the Refunding Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the Township, and to do all other things necessary for compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule"). The Clerk, the Treasurer, or the Supervisor are authorized to execute and deliver such CHARTER TOWNSHIP OF BLOOMFIELD BOARD OF TRUSTEES MARCH 26, 2001 PAGE -3- certificates and to do all other things necessary to effectuate the sale and delivery of the Refunding Bonds. 7. The Clerk, the Treasurer, or the Supervisor is authorized to execute a certificate of the Township, constituting an undertaking to provide ongoing disclosure about the Township for the benefit of beneficial owners of the Refunding Bonds as required under paragraph (b) (5) of the Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate attached hereto as Appendix A (the "Continuing Disclosure Certificate"). The Township hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. YEAS: Payne, Cotton, Devine, Tobias, Yaw, Stefanes, Roncelli NAYS: None RESOLUTION DECLARED ADOPTED. I, WILMA S. COTTON, TOWNSHIP CLERK of the Charter Township of Bloomfield, County of Oakland, Michigan, do hereby certify the foregoing is a true and correct copy of a resolution adopted by the Board at their regular meeting held on March 26, 2001. WILMA S. COTTON TOWNSHIP CLERK mjg VILLAGE OF BEVERLY HILLS At a regular meeting of the Village Council of ,::-..., Village of Beverly Hills , Oakland County, Michigan, 1 -11 -; on April 16 2001 at 7:30 Jim. East ,--n , Daylight Saving Time there were: PRESENT: President Stearn, Pro-Tern Pfeifer, Members: Domzal, Downey, Munguia, and Walsh ABSENT: Crjg RESOLUTION AUTHORIZING REFUNDING The following resolution was offered by Walsh and seconded by Pfeifer WHEREAS, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, the City of Auburn Hills, City of Birmingham, the City of Bloomfield Hills, the City of Farmington, the City of Farmington Hills, the City of Keego Harbor, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield, the City of Troy, the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills, the Village of Bingham Farms, and the Village of Franklin (the "Municipalities") and the County of Oakland ("the "County") acting by and through its Drain Commissioner as county agency have entered into the Evergreen and Farmington Sewage Disposal Systems Intermunicipal Contract Concerning Wastewater Treatment and Pollution Control Projects, dated September 30, 1989 (the "Contract");and WHEREAS, pursuant to the Contract the County has issued its Evergreen Farmington Sewage Disposal System (Permanent Meter & interceptor Rehabilitation) Bonds, dated November 1, 1991, in the original principal amount of $4,085,000 (the "Prior Bonds") to defray part of the cost of acquiring and constructing the project described in the Contract; and WHEREAS, the Village of Beverly Hills (the "Village") has been advised that conditions in the bond market have now improved from the conditions which prevailed at the time the Prior Bonds were sold and that the Prior Bonds could be refunded at a considerable savings to the Village; and WHEREAS, it is the determination and judgment of this Village Council that the Prior Bonds should be refunded to secure for the Village the anticipated savings; 1 THEREFORE, BE IT RESOLVED: 1. The County is requested and authorized to issue it-7 refunding bonds (the "Refunding Bonds") pursuant to th- provisions of Act No. 202, Public Acts of Michigan, 1943, as amended, in an amount necessary to refund all or part of the Prior Bonds (as shall be determined by the Drain Commissioner as County Agency) and to pay the costs of issuing the Refunding Bonds. 2. The proceeds of the Refunding Bonds shall be sufficient to pay the costs of issuing the Refunding Bonds and to establish an Escrow Fund in an amount which will be sufficient to pay the principal of, the redemption premiums on, and the interest on the Prior Bonds that are refunded without further payment by the Village. 3. The Village covenants and agrees to continue to make payments to the County in accordance with the requirements of the Contract, said payments to be in amounts sufficient to pay its share of the principal of and interest on the Refunding bonds and any of the Prior bonds that are not refunded as the same shall become due and all paying agency fees and other expenses and charges (including the county agency's administrative expenses) which are payable on account of the Refunding Bonds and those Prior Bonds that are not refunded. The Village acknowledges and agrees that its obligations as set forth in the Contract shall continue for the Refunding Bonds and the County shall have all rights and remedies set forth in the Contract to enforce the obligations of the Village with respect to the Refunding Bonds in the same manner and to the same extent that such rights and remedies are available with respect to the Prior Bonds. 4. The Village specifically (but not by way of limitation) reaffirms its pledge of its full faith and credit for the payment of its obligations with respect to the Refunding Bonds and its obligation to levy taxes for the payment of the principal of and interest the Refunding Bonds in accordance with the provisions of the Contract. 5. The Clerk, the Treasurer, the Manager/Administrator, or the County's Financial Consultant or Bond Counsel, are authorized to file an application for State Treasurer's approval to issue bonds on behalf of the Village with respect to the Refunding Bonds. 6. The Clerk, the Treasurer, or the Manager/Administrator are authorized to approve the circulation of a preliminary and final official statement for the Refunding Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the Village, and to do all other things necessary for compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule"). The Clerk, the Treasurer, or the Supervisor are 2 authorized to execute and deliver such certificates and to do other things necessary to effectuate the sale and delivery of Refunding Bonds. Bonds. 7. The Clerk, the Treasurer, or the Manager/Administrator is authorized to execute a certificate of the Villace, constituting an undertaking to provide ongoing disclosure about the Village for the benefit of beneficial owners of the Refunding Bonds as required under paragraph (b)(5) of the . Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate attached hereto as Appendix A (the "Continuing Disclosure Certificate"). The Village hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. A vote on the foregoing resolution was taken as follows: YEAS: Domzal, Downey, Munguia, Pfeifer, Stearn and Walsh NAYS: None ABSENT: Crak.g RESOLUTION DECLARED ADOPTED. STATE OF MICHIGAN) ) SS. COUNTY OF OAKLAND) I, the undersigned Clerk of the Village of Beverly Hills , hereby certify that the foregoing is a true and complete copy of a resolution adopted by the Village Council of said Village at a regular meeting held on the 16th day of April , 2001, the original of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the open meetings act. '1)1a:4)&1_ Clerk, Village of Beverly Hills las.r3-oak76 3 I" • VILLAGE OF rra-y-K At a A / 1 ,14r meeting of the Village Council off the Village of --1 i: ra—icl. r, , Oakland County, Michigan, held on A lor ,l 1 , 2001 at 8:00 4.m. Eastern 711 ),10-1. '541_,i'•44) Time there were: l PRESENT: ip 50-4 1--JArm ,}c/1 ABSENT: iyuc r 606, RESOLUTION AUTHORIZING REFUNDING 44 The following resolution was offered by So ,4 seconded by WHEREAS, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, the City of Auburn Hills, City of Birmingham, the City of Bloomfield Hills, the City of Farmington, the City of Farmington Hills, the City of Keego Harbor, the City of Lathrup Village, the City of Orchard Lake Village, the City of Southfield, the City of Troy, the Charter Township of Bloomfield, the Charter Township of West Bloomfield, the Village of Beverly Hills, the Village of Bingham Farms, and the Village of Franklin (the "Municipalities") and the County of Oakland ("the "County") acting by and through its Drain Commissioner as county agency have entered into the Evergreen and Farmington Sewage Disposal Systems Intermuniciral Contract Concerning Wastewater Treatment and Pollution Control Projects, dated September 30, 1989 (the "Contract");and WHEREAS, pursuant to the Contract the County has issued its Evergreen Farmington Sewage Disposal System (Permanent Meter & Interceptor Rehabilitation) Bonds, dated November 1, 1991, in the original principal amount of $4,085,000 (the "Prior Bonds") to defray part of the cost of acauiring and constructing the project described in the Contract; and WHEREAS, the Village of (the "Village") has been advised that conditions in the bond market have now improved from the conditions which prevailed at the time the Prior Bonds were sold and that the Prior Bonds could be refunded at a considerable savings to the Villace; and WHEREAS, it is the determination and judgment of this Village Council that the Prior Bonds should be refunded to secu-g, for the Village the anticipated savings; and 1 t f •If THEREFORE, BE IT RESOLVED: 1. The County is requested and authorized to issue refunding bonds (the "Refunding Bonds') pursuant to th- provisions of Act No. 202, Public Acts of Michigan, 1943, as amended, in an amount necessary to refund all or part of the Prior Bonds (as shall be determined by the Drain Commissioner as County Agency) and to pay the costs of issuing the Refunding Bonds. 2. The proceeds of the Refunding Bonds shall be sufficient to pay the costs of issuing the Refunding Bonds and to establish an Escrow Fund in an amount which will be sufficient to pay the principal of, the redemption premiums on, and the interest on the Prior Bonds that are refunded without further payment by the Village. 3. The Village covenants and agrees to continue to make payments to the Zbunty in accordance with the requirements of the Contract, said payments to be in amounts sufficient to pay its share of the principal of and interest on the Refunding bonds and any of the Prior bonds that are not refunded as the same shall become due and all paying agency fees and other expenses and charges (including the county agency's administrative expenses) which are payable on account of the Refunding Bonds and those Prior Bonds that are not refunded. The Village acknowledges and agrees that its obligations as set forth in the Contract shall continue for the Refunding Bonds and the County shall have all rights and remedies set forth in the Contract to enforce the obligations of the Village with respect to the Refunding Bonds in the same manner and to the same extent that such rights and remedies are available with respect to the Prior Bonds. 4. The Village specifically (but not by way of limitation) reaffirms its pledge of its full faith and credit for the payment of its obligations with respect to the Refunding Bonds and its obligation to levy taxes for the payment of the principal of and interest the Refunding Bonds in accordance with the provisions of the Contract. 5. The Clerk, the Treasurer, the Manager/Administrator, or the County's Financial Consultant or Bond Counsel, are authorized to file an application for State Treasurer's approval io issue bonds on behalf of the Village with respect to the IR.c.fundnc Bonds. 6. The Clerk, the Treasurer, or the Manager/Administrator are authorized to approve the circulation of a preliminary and final official statement for the Refunding Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the Village, and to do all other things necessary for compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule"). The Clerk, the Treasurer, Cr the Supervisor are 2 1 # V , do al 7 the YEAS: NAYS: 4 p • r RArrt 4 C A Air n z Avo. kLEa 5C" 4) authorized to execute and deliver such certificates and to other things necessary to effectuate the sale and delivery Refunding Bonds. 7. The Clerk, the Treasurer, or the Manacer/Administrator is authorized to execute a certificate of the Village, constituting an undertaking to provide ongoing disclosure about the Village for the benefit of beneficial owners of the Refundinc Bonds as required under paragraph (b)(5) of the Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate attached hereto as Amuendix A (the "Continuing Disclosure Certificate"). The Village hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. A vote on the foregoing resolution was taken as follows: ABSENT: RESOLUTION DECLARED ADOPTED. STATE OF MICHIGAN) ) SS. COUNTY OF OAKLAND) T, the undersigned Clerk of the Village of __LCadopa-hn , hereby certify that the foregoing is a true and complete cony of a resolution adopted by the Village Council of said Village at a ,,,,t ,10..., meeting held on the 944 day of Airgs,1 , 2001, the orlainal of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the open meetings act. : Clerk, Village of las.r3-oak76 3 HEREB PR CL FOREGOING RESOLUT/ION 7.....county Executive 41et Resolution #01139 May 24, 2001 Moved by Palmer supported by Patterson the resolutions on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Appel, Brian, Buckley, Causey-Mitchell, Coleman, Crawford, Dingeldey, Douglas, Galloway, Garfield, Gregory, Law, McPherson, Millard, Moffitt, Moss, Obrecht, Palmer, Patterson, Sever, Suarez, Taub, Webster, Amos. (24) NAYS: None. (0) A sufficient majority having voted therefor, the resolutions on the Consent Agenda were adopted, with accompanying reports being accepted. 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 May 24, 2001 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 24 t>yday 1' May, 2001. G. William Caddell, County Clerk