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HomeMy WebLinkAboutResolutions - 2003.03.06 - 27208Miscellaneous Resolution 03031 BY: FINANCE COMMITTEE CHUCK MOSS, CHAIRPERSON IN RE: RESOLUTION TO AUTHORIZE OAKLAND COUNTY WATER SUPPLY REFUNDING BONDS (CITY OF ORCHARD LAKE VILLAGE — 2003) 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 Oakland County Water Supply Bonds (City of Orchard Lake Village System) dated March 1, 1994 (the "1994 Prior Bonds"), in the original principal amount of $3,750,000 to defray part of the cost of acquiring and constructing the City of Orchard Lake Water Supply System pursuant to the City of Orchard Lake Village Water Supply System Contract (the "1990 Contract") dated as of November 1, 1990, between the City of Orchard Lake (the "Municipality") and the County; and WHEREAS, the 1994 Prior Bonds remain outstanding in the aggregate principal amount of $2,605,000, mature in various principal amounts on November 1 in the years 2003 through 2013 and bear interest at rates per annum that vary from 5.40% to 6.00%; and 1 WHEREAS, Act No. 34, Public Acts of Michigan, 2001, as amended ("Act 34") authorizes the County to refund all or any part of the outstanding 1994 Prior Bonds; and WHEREAS, the County received a request from the Municipality to refund all or part of the outstanding 1994 Prior Bonds; and WHEREAS, it is in the best interests of the County and the Municipality that the 1994 Prior Bonds 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 Three Million Dollars ($3,000,000) shall be issued and sold pursuant to the provisions of Act 34, and other applicable statutory provisions, for the purpose of refunding all or part of the outstanding 1994 Prior Bonds. 2. BOND DETAILS. The Refunding Bonds shall be designated Oakland County Water Supply Refunding Bonds (City of Orchard Lake Village — 2003); 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 under Act 342, 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. 2 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 Refunding 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 Refunding 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 Refunding Bonds to any Participant having Refunding bonds certified to its DTC account or to arrange for another securities depository to maintain custody of certificates evidencing the Refunding Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Refunding 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 Refunding Bonds and all notices with respect to the Refunding Bonds shall be made and given, respectively, to DTC as provided in the Blanket Issuer Letter of Representations between DTC and the County. 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 Refunding Bonds in accordance with law and 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 by the Drain Commissioner as County Agency at the time of sale. 4 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 REFUNDING 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 REFUNDING 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 5 denominations of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered Refunding Bond. Each Refunding Bond shall be transferable only upon the books of the County, which shall be kept for that purpose by the bond registrar and paying agent, upon surrender of such Refunding Bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney. Upon the exchange or transfer of any Refunding Bond, the bond registrar and paying agent on behalf of the County shall cancel the surrendered Refunding Bond and shall authenticate and deliver to the transferee a new Refunding Bond or Bonds of any authorized denomination of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered Refunding Bond. If, at the time the bond registrar and paying agent authenticates and delivers a new Refunding Bond pursuant to this section, payment of interest on the Refunding Bonds is in default, the bond registrar and paying agent shall endorse upon the new Refunding Bond the following: "Payment of interest on this bond is in default. The last date to which interest has been paid is The County and the bond registrar and paying agent may deem and treat the person in whose name any Refunding Bond shall be registered upon the books of the County as the absolute owner of such Refunding Bond, whether such Refunding Bond shall be overdue or not, for the purpose of receiving payment of the principal of and interest on such Refunding Bond and for all other purposes, and all payments made to any such registered owner, or upon his order, in accordance with the provisions of Section 3 of this Resolution shall be valid and effectual to satisfy and discharge the 6 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 REFUNDING BONDS. The Refunding Bonds shall be in substantially the following form: 7 UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND OAKLAND COUNTY WATER SUPPLY REFUNDING BOND (CITY OF ORCHARD LAKE VILLAGE — 2003) INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP Registered Owner: Principal Amount: The County of Oakland, State of Michigan (the "County"), acknowledges itself indebted to, and for value received, hereby promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount set forth above on the Maturity Date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender of this bond at the bond registrar and paying agent, or at such successor bond registrar and paying agent as may be designated pursuant to the Resolution, and to pay to the Registered Owner as shown on the registration books at the close of business on the 15 th 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. 34, Public Acts of 2001, 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 8 of the par value if called , but prior to for redemption on or after 1, 1, purpose of refunding the outstanding Oakland County Water Supply Bonds (City of Orchard Lake Village System), dated March 1, 1994, maturing in the years through . 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 Orchard Lake Village (the "Municipality") in payment of its obligations under a certain contract dated as of November 1, 1990 between the Municipality and the County. The full faith and credit of the Municipality have been pledged for the making of such payments. As 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 Municipality and 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 , but prior to 1, % of the par value if called , but prior to for redemption on or after 1, 1, 9 Not less than thirty days' notice of redemption shall be given to the registered owners of bonds called to be redeemed by mail to each registered owner at the registered address. Bonds or portions of bonds called for redemption shall not bear interest on and after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the bonds of this series, existed, have happened and have been performed in due time, form and manner as required by law, and that the total indebtedness of the County, including the series of bonds of which this bond is one, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, State of Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by facsimile signatures of the Chairman of the Board of Commissioners and the County Clerk and its corporate seal (or a facsimile thereof) to be impressed or imprinted hereon. This bond shall not be valid unless the Certificate of Authentication has been manually executed by an authorized representative of the bond registrar and paying agent. COUNTY OF OAKLAND By: Chairman, Board of Commissioners [SEAL] And: County Clerk 10 CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: 11 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] 12 10. SECURITY The Refunding Bonds shall be issued in anticipation of the payments to be made by the Municipality pursuant to the Contract. As additional security the full faith and credit of the County of Oakland are hereby pledged for the prompt payment of the principal of and interest on the Refunding Bonds as the same shall become due. If the Municipality shall fail to make payments to the County that are sufficient to pay the principal of and interest on the Refunding Bonds as the same shall become due, then an amount sufficient to pay the deficiency shall be advanced from the general fund of the County. 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 13 received from the Municipality pursuant to the Contract are pledged for the payment of the principal of and interest on the 1994 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 funds for the 1994 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 1994 Prior Bonds and the bond registrar and paying agent for the Refunding Bonds as necessary for the payment of the principal of and interest on the 1994 Prior Bonds that are not refunded 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 an escrow fund for the 1994 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 1994 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 1994 Prior Bonds that are refunded when due and to call such 1994 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 14 without reinvestment to pay the principal of, interest on and redemption premiums on the 1994 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 under Act 34; and the County Executive shall, if necessary, 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 REFUNDING 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. In addition, in order to save the cost of publication of an Official Notice of Sale, the County hereby determines that it will sell the Refunding Bonds at a negotiated sale after solicitation of proposals from prospective purchasers by its financial consultant. The County's financial consultant is authorized to solicit proposals from at least twenty-five prospective purchasers and to circulate a Request for Proposal at least seven days prior to the date fixed for receipt of proposals for the purchase of the Refunding Bonds. The Request for Proposal shall be in substantially the form approved by the County Agency at the time of sale with such changes therein as are not inconsistent with this resolution. The financial consultant is hereby designated to act for and on behalf of the County to receive proposals for the purchase of the Refunding Bonds and to take all other steps necessary in connection with the sale and delivery thereof. The County Agency is hereby authorized to determine the low proposer on the 15 Refunding Bonds and to award the Refunding Bonds to such low proposer. The County Agency is hereby authorized to do all other 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 REFUNDING 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 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 16 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. 19. 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. 20. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions insofar as they may be in conflict herewith are hereby rescinded. 17 Mr. Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. FINANCE COMMITTEE Finance Committee Vote: 18 G. William Caddell, County Clerk Resolution #03031 March 6, 2003 Moved by Jamian supported by Coulter the resolutions on the Consent Agenda, be adopted. AYES: Coulter, Crawford, Douglas, Gregory, Hatchett, Jamian, Knollenberg, Kowall, Law, Long, McMillin, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Zack, Bullard, Coleman. (23) NAYS: None. (0) A sufficient majority having voted therefore, the resolutions on the Consent Agenda, were adopted. I HEREBY-APPVIVHE FOREGOING RESCI ° I L Brooks Pattu:County Executive Date 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 March 6, 2003, 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 6th day of March, 2003.