HomeMy WebLinkAboutResolutions - 2004.06.17 - 27551June 17, 2004
MISCELLANEOUS RESOLUTION #04148
BY: Planning and Building Committee, Charles E. Palmer, Chairperson
IN RE: RESOLUTION AUTHORIZING THE OAKLAND COUNTY BUILDING AUTHORITY
TO FINANCE A PROJECT TO CONSTRUCT HANGARS FOR THE OAKLAND COUNTY
AIRPORTS LOCATED IN OAKLAND COUNTY, MICHIGAN
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS, there have been prepared and presented to the Board of
Commissioners (the "Board") of the County of Oakland, Michigan (the
"County"), conceptual documents describing the project to construct,
equip and furnish buildings and appurtenances located in the County of
Oakland (the "Project"), all as more fully described in EXHIBIT A to
the Lease Contract (as hereinafter defined), and a proposed Lease
Contract between the County and the Oakland County Building Authority
(the "Authority") dated as of August 1, 2004 (the "Lease Contract"),
pursuant to which the Authority will construct, furnish, and equip the
Project as contemplated by the terms of Act No. 31, Public Acts of
Michigan, 1948 (First Extra Session), as amended ("Act 31"), and lease
the Project to the County for a term not to exceed 50 years as
permitted by Act 31; and
WHEREAS, it has been estimated that the period of usefulness of
the Project to be not less than 35 years and that the total cost of
equipping the Project (as defined in the Lease Contract) in an amount
not to exceed $6,660,000 of which not to exceed $6,660,000 will be
provided by the proceeds from the sale of bonds by the Authority
pursuant to Act 31; and
WHEREAS, the County proposes to undertake the Project and to
request the Authority to incur taxable or tax-exempt debt (the
"Reimbursement Obligations") to finance all or a portion of the costs
of the Project;
WHEREAS, the County may make certain expenditures for said
Project prior to issuance of the Reimbursement Obligations and may
wish to use the proceeds of the Reimbursement Obligations to reimburse
all or a portion of said expenditures;
WHEREAS, it is in the public interest and for the public benefit
that the County designate an authorized officer for the purposes of
declaring official intent of the County with respect to expenditures;
Planning & Building Committee Vote:
Motion carried on unanimous roll call vote with Coulter absent
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WHEREAS, there has been prepared and attached hereto as APPENDIX
: a form of Lease Contract and as APPENDIX II a form of notice
entitled "NOTICE OF INTENTION OF THE COUNTY OF OAKLAND TO ENTER INTO A
LEASE CONTRACT WITH THE OAKLAND COUNTY BUILDING AUTHORITY AND NOTICE
OF RIGHT TO PETITION FOR REFERENDUM THEREON" (the "Notice of
Intention");
NOW, THEREFORE, BE :T RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE COUNTY OF OAKLAND, MICHTGAN, as follows:
The conceptual documents and estimates relating to the
Project and identified in EXHIB:T A to APPENDIX I hereto are hereby
approved and ordered filed with the County Clerk.
2. The Lease Contract in the form of APPENDIX I hereto is
hereby approved, and the Chairman of the Board of Commissioners and
the County Clerk are hereby authorized and directed to execute and
deliver the same for and on behalf of the County.
3. It is hereby determined that the Notice of :ntention
provides information sufficient to adequately inform the electors and
taxpayers of the County of the nature of the contractual obligations
to be undertaken by the County in the Lease Contract and of their
right under Act 31 to file a petition requesting a referendum election
on the Lease Contract.
4. The form and content of the Notice of Intention are hereby
approved, and the County Clerk is hereby authorized and directed to
cause the Notice of Intention to be published once in the Oakland
Press, Pontiac, Michigan, a newspaper of general circulation within
the County which is hereby determined to be the newspaper reaching the
largest number of electors and taxpayers of the County. The Notice
shall be at least one third of a page in size.
5. The Treasurer of the County is hereby authorized to declare
official intent of the County with respect to reimbursement.
6. Each declaration of official intent shall be substantially
in the form set forth in APPENDIX II: attached hereto and by this
reference incorporated herein, and said form may be modified from time
to time on the advice of bond counsel to the County and as necessary
to conform to requirements of our reimbursement regulations as the
same may be adopted by the Internal Revenue Service or amended from
time to time, or with the requirements of applicable rulings or
regulations relating to tax-exempt borrowings.
7. The Treasurer is hereby directed to file each declaration of
official intent in the office of the Oakland County Clerk, which
location constitutes the customary location of the records of the
Authority which are available to the general public.
8. The Oakland County Clerk is further directed to assure that
each declaration of intent is continuously available during normal
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business hours of the County on every business day of the period
beginning the earlier of 10 days after the date of execution of said
declaration of intent and ending on the date of issuance of the
Reimbursement Bonds.
9. The County Treasurer or Bond Counsel or either of them, are
authorized to execute and submit the Notice of Intent Forms required
by the State of Michigan, Department of Treasury ("Treasury") to pay
the related fee, to request an order providing an exception from prior
approval from the Treasury, and to execute and deliver such other
documents as may be requested by the Treasury.
10. All activities involved in the planning and construction of
this Project under this resolution shall comply with the standing
rules of the Board of Commissioners.
Chairperson, on behalf of the Planning and Building Committee, I
move the adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
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APPENDIX I
LEASE CONTRACT
THIS FULL FAITH AND CREDIT GENERAL OBLIGATION LEASE CONTRACT
("Lease") made as of August 1, 2004, by and between the OAKLAND
COUNTY BUILDING AUTHORITY (the "Authority"), a building authority
organized and existing under and pursuant to the provisions of
Act No. 31, Public Acts of Michigan, 1948 (First Extra Session),
as amended ("Act 31"), and the COUNTY OF OAKLAND, a County of the
State of Michigan (the "County"),
WITNESSETH:
WHEREAS, the Authority has been incorporated by the County
pursuant to Act 31 for the purpose of acquiring, furnishing,
equipping, owning, improving, enlarging, operating and
maintaining a building or buildings, automobile parking lots or
structures, recreational facilities and stadiums, and the
necessary site or sites therefor, for the use of the County; and
WHEREAS, the County desires to undertake a project to
construct, equip and furnish buildings and appurtenances located
in the County of Oakland, as more fully described in EXHIBIT A to
this Lease (the "Project"), and it is proposed that the Authority
undertake the Project; and
WHEREAS, it is proposed that the Authority finance the total
cost of the Project by the issuance of building authority bonds
payable from cash rental payments to be made by the County to the
Authority pursuant to this Lease and Act 31; and
WHEREAS, a description of the Project, and estimate of the
period of usefulness thereof and an estimate of the total cost of
the Project, all as set forth on EXHIBIT A to this Lease, have
been reviewed and approved by the Board of Commissioners of the
County; and
WHEREAS, in order to make possible the issuance of building
authority bonds to finance all or a portion of the total cost of
the Project, it is necessary under Act 31 for the parties to
enter into this Lease;
THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS AND
AGREEMENTS SET FORTH BELOW, IT IS HEREBY AGREED BY AND BETWEEN
THE PARTIES TO THIS LEASE AS FOLLOWS:
1. Authorization and Issuance of Bonds. As soon as
practicable after the effective date of this Lease, the Authority
shall proceed to authorize and issue one or more series of its
building authority bonds in the aggregate principal amount of not
to exceed $6,660,000 (the "Bonds"), pursuant to and in accordance
with provisions of Act 31, for the purpose of remodeling,
constructing, furnishing and equipping the Project. The
Authority shall pledge for the payment of the principal of and
interest on the Bonds the receipts from the cash rental payments
described and required to be paid by the County pursuant to this
Lease. The Bonds of any series shall be dated August 1, 2004 or
the first day of any later month in 2004, 2005 or 2006 and the
final maturity may be at any time up to and including December 1,
2035 as the Authority shall approve in the resolution authorizing
issuance of the Bonds (the "Bond Resolution"). The Bonds shall
bear interest at a rate or rates that will result in a net
interest cost not exceeding 8% per annum. Interest shall be
payable semi-annually and shall begin as specified in the Bond
Resolution until maturity of the bonds and shall mature in
accordance with the Debt Retirement Schedule set forth on EXHIBIT
B to this Lease. Each date on which any payment of principal of
and/or interest on any bond is due is referred to herein as a
"Bond Payment Date." The Bonds may be payable on the first day
of a different month, if necessary, to match rental income paid
to the County.
The County and the Authority recognize and acknowledge that
(a) such Debt Retirement Schedule is based upon an assumed
interest rate and date of issuance of the Bonds and upon assumed
Bond Payment Dates, all as set forth in EXHIBIT B, (b) the Bond
Payment Dates will be specified in the Bond Resolution, (c) the
date and amount of each payment of cash rental required under
this Lease will be determined (subject to the limitations
expressed in the preceding paragraph of this Section) when the
Bond Resolution is adopted by the Authority and the Bonds are
sold, by application of the rate or rates of interest (that will
result in a net interest cost not exceeding 8% per annum)
actually borne by the Bonds.
The Bonds may be sold subject to redemption prior to
maturity at the option of the Authority with such redemption
premiums and upon such terms as shall be set forth in the Bond
Resolution.
Upon receipt of the proceeds of the sale of the Bonds, all
premium, capitalized interest, if any, and accrued interest
received from the purchaser or purchasers of the Bonds shall be
transferred to a bond and interest redemption fund, and the
balance of such proceeds shall be deposited into an acquisition
fund, each of which shall be established by the Bond Resolution
and maintained as a separate depository account of the Authority.
The money in the acquisition fund shall be used to pay costs of
the Project, and upon payment of all such costs, any excess money
in the acquisition fund will be used as provided in Section 4.
In the event that for any reason after the date upon which
this Lease is executed, but before the Bonds have been issued, it
appears to the County and the Authority that the part of the
Project to be paid by bond proceeds can be equipped for less than
$6,660,000, or the County shall be able to make payment in
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advance on the cash rental payments payable pursuant to this
Lease, the Authority may reduce the amount of bonds to be issued
in multiples of $5,000 and reduce the annual maturities or the
years of maturities as the County Treasurer shall direct.
2. Transfer of Title to and Completion of Project. As
soon as practicable after the Bonds have been sold, the County
shall transfer title to the Project to the Authority, and the
Authority shall commence the Project. The plans, cost estimate
and estimated period of usefulness for the Project, all of which
have been filed with the County Clerk and the Secretary of the
Authority, are hereby approved and adopted. The Project shall be
implemented in substantial accordance with such plans which are
incorporated as part of (but not attached to) this Lease. No
major changes in such plans shall be made without the written
approval first by the County and then by the Authority.
3. Increased Project Costs. In the event that it shall
appear, upon taking the necessary bids for the acquisition of the
Project and after issuance of the Bonds, that the Project cannot
be completed at the estimated cost, the Authority shall
immediately so notify the County. The County may elect to pay
the increased cost in cash to the Authority in which event the
amount of such cash payment shall be deposited in the acquisition
fund for the Project and the Authority shall proceed to acquire
and complete the Project. In the alternative, the County and the
Authority may agree, by an amendment to this Lease, that
additional bonds shall be issued by the Authority in an amount
sufficient to pay the increased Project costs. If, after the
sale and issuance of the Bonds, it shall become necessary to
raise additional funds to pay for an increase in the Project
costs and this Lease cannot be amended to provide for the
issuance of additional bonds, or if for any other reason
additional bonds cannot be issued, the County shall pay to the
Authority in cash an amount which will be sufficient to enable
the Authority to complete the Project in accordance with the
plans of the Project.
4. Funds Remaining After Completion. Any unexpended
balance of the proceeds of the sale of the Bonds remaining after
completion of the Project may be used to improve or enlarge the
Project upon the approval of the Planning and Building Committee
of the Board of Commissioners provided that such use of the funds
in the acquisition fund has been approved by the Municipal
Finance Division of the Michigan Department of Treasury, if
necessary, and the County. Any unexpended balance not so used
shall be paid into the bond and interest redemption fund, and the
County shall receive a credit against the cash rental payments
next due under this Lease to the extent of the moneys so
deposited in the manner provided in the Bond Resolution.
5. Insurance Requirements. The Authority shall require
the contractor or contractors for the Project to furnish all
necessary bonds guaranteeing performance and all labor and
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material bonds and all owner's protective, workers' compensation
and liability insurance required for the protection of the
Authority and the County. Such bonds and insurance, and the
amounts thereof, shall be subject to approval of the County on
the advice of its counsel. The Authority also shall require a
sufficient fidelity bond from any person handling funds of the
Authority.
6. Lease Term; Possession; Reconveyance. (a) The Authority
does hereby lease the Project to the County for a term commencing
on the effective date of this Lease (determined as provided in
Section 22) and ending on December 31, 2035, or such earlier or
later date as the principal of and premium, if any, and interest
on the Bonds, the fees and expenses of the paying agent for the
Bonds and all amounts owing hereunder have been paid in full, but
in any event the term of this Lease shall not exceed 50 years.
Possession of the Project shall vest in the County upon the
execution of the Lease. At the end of the term of this Lease,
the Authority shall convey to the County all of its right, title
and interest in and to the Project and any lands, easements or
rights-of-way appertaining thereto, and upon such conveyance,
this Lease shall terminate, and the Authority shall have no
further interest in, or obligations with respect to, the Project.
(b) The County shall, upon the terms and conditions
set forth in this Lease, acquire and convey to the Authority all
lands, buildings, tenements, hereditaments, easements and rights-
of-way necessary to enable the Authority to complete the Project
in accordance with the plans.
7. Cash Rental; Pledge of Full Faith and Credit. The
County hereby agrees to pay to the Authority as cash rental for
the Project such periodic amounts as shall be sufficient to
enable the Authority to pay the principal of and interest on the
Bonds as such principal and interest shall become due, whether at
maturity or by redemption. For so long as any bonds are
outstanding, the County shall pay to the Authority, on the Bond
Payment Date, an amount sufficient to pay the principal and/or
interest due on the Bonds on such Bond Payment Date.
The County hereby pledges its full faith and credit for the
payment of the cash rental when due and agrees that it will levy
each year such ad valorem taxes as shall be necessary for the
payment of such cash rental, which taxes, however, will be
subject to applicable constitutional and statutory limitations on
the taxing power of the County, and which shall not be in an
amount or at a rate exceeding that necessary to pay its
contractual obligation pursuant to this Lease. If the County, at
the time prescribed by law for the making of its annual tax levy,
shall have other funds on hand which have been set aside and
earmarked for payment of its obligations under this Lease for
which a tax levy would otherwise have to be made, then the tax
levy shall be reduced by the amount of such other funds. Such
other funds may be raised from any lawful source. The obligation
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of the County to make such cash rental payments shall not be
subject to any set-off by the County nor shall there be any
abatement of the cash rental payments for any cause, including,
but not limited to, casualty that results in the Project being
untenantable.
8. Expenses of Issuing and Payment of Bonds. The
Authority shall pay from the proceeds of the sale of any series
of the Bonds all expenses incurred with respect to the issuance
of the Bonds. The County agrees to pay to the Authority, in
addition to the cash rental provided for in Section 7, all
expenses incurred with respect to the issuance and payment of the
Bonds, to the extent not so paid from the proceeds from the sale
of the Bonds. The obligation of the County to make such payments
shall be a general obligation of the County.
9. Preliminary Expenses of the County. Upon the sale of
the Bonds, the County shall give the Authority a full and
complete accounting of the preliminary costs and expenses
incurred on or before that date by the County in connection with
the Project, and the Authority shall thereupon reimburse the
County for such costs and expenses to the extent that such costs
and expenses were included in the portion of the total cost of
the Project to be paid from bond proceeds.
10. Maintenance and Repairs. The County shall, at its own
expense, operate and maintain the Project and shall keep the same
in good condition and repair. Operation and maintenance shall
include (but not be limited to) the providing of all personnel,
equipment and facilities, all light, power, heat, water,
sewerage, drainage and other utilities, and all properties and
services of whatever nature, as shall be necessary or expedient
in the efficient and lawful operation and maintenance of the
Project. Premiums for insurance required to be carried upon or
with respect to the Project or the use thereof and taxes levied
upon either party hereto on account of the ownership or use of
the Project, or on account of rentals or income from the Project,
shall likewise be deemed operation and maintenance expenses.
The obligation of the County to pay all costs and expenses of the
operation and maintenance of the Project shall be a general
obligation of the County.
11. Property Insurance and Insurance Proceeds. The County
shall provide, at its own expense, fire and extended coverage
insurance in an amount which is at least equal to the amount of
bonds outstanding from time to time or to the amount of the full
replacement cost of the Project if that amount be less than the
amount of bonds outstanding. Such insurance shall be payable to
the County and the Authority as their interests may appear and
shall be made effective from the date of commencing acquisition
of the Project. In the event of the partial or total destruction
of the Project during or after acquisition, or if the Project is
for any reason made unusable, the cash rental payments provided
in Section 7 shall continue unabated. The County shall have the
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option to use the proceeds of insurance, in the event of loss or
damage to the Project, for the repair or restoration of the
Project. If the County shall determine not to use the proceeds
of insurance for the repair or restoration of the Project, the
amount of such insurance proceeds shall be held by the County
until it is paid to the Authority and deposited in the bond and
interest redemption fund (as required by Paragraph 1), and the
County shall receive appropriate credits on future cash rental
payments due under this Lease.
12. Liability Insurance. The County shall provide and
maintain during the term of this Lease adequate liability
insurance or self insurance protecting the County and the
Authority against loss on account of damage or injury to persons
or property, imposed by reason of the ownership, possession, use,
operation, maintenance or repair of the Project and the site of
the Project, or resulting from any acts of omission or commission
on the part of the County or the Authority or their respective
officers, employees or agents in the connection with the Project
and shall, to the extent permitted by law, indemnify, hold
harmless and defend the Authority, its officers, employees or
agents against any and all claims for any such damage or injury.
Such insurance shall be made effective from the date acquisition
of the Project commences.
13. No Unlawful Use Permitted. The Project shall not be
used or permitted to be used in any unlawful manner or in any
manner which would violate the provisions of any contract or
agreement between the County or the Authority and any third
party. To the extent permitted by law, the County shall hold the
Authority harmless and keep it fully indemnified at all times
against any loss, injury or liability to any persons or property
by reason of the use, misuse or non-use of the Project or from
any act or omission in, on or about the Project. The County
shall, at its own expense, make any changes or alterations in, on
or about the Project which may be required by any applicable
statute, charter, ordinance or governmental regulation or order
and shall save the Authority harmless and free from all costs or
damages with respect thereto.
14. Alterations of Project. The County, in its sole
discretion, may install or construct in or upon, or may remove
from the Project, any equipment, fixtures or structures, and may
make any alterations to or structural changes in, the Project as
the County may desire in accordance with the standing rules of
the Board of Commissioners.
13. Right of Inspection. The Authority, through its
officers, employees, or agents, may enter upon the Project at any
reasonable time during the term of this Lease for the purpose of
inspecting the Project and determining whether the County is
complying with the covenants, agreements, terms and conditions of
this Lease.
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16. Contractual Rights of Bondholders. inasmuch as this
Lease, and Particularly the obligation of the County to make cash
rental payments to the Authority, provides the security for
payment of the principal of and interest on the Bonds, it is
hereby declared that this Lease is made for the benefit of the
holders from time to time of the Bonds as well as for the benefit
of the parties and that such holders shall have contractual
rights under this Lease. In the event of any default under this
Lease on the part of the County, the Authority and the holders of
the Bonds shall have all rights and remedies provided by law,
including in particular all rights and remedies provided by
Act 31. The parties further agree that they will not do, or
permit to be done, any act, and that this Lease will not be
amended in any manner, which would impair the security of the
Bonds or the rights of the holders of the Bonds. An amendment of
this Lease to authorize the issuance of additional bonds and
providing the payment of additional cash rentals for the payment
of such bonds shall not be deemed to impair the security of the
Bonds or the rights of the holders of the Bonds.
17. Appurtenant Facilities. The site on which this Project
is to be located includes, or will include, roadways, walks,
drives, parking areas and landscaping which are of benefit to and
necessary to the full use and enjoyment of the Project, and it is
hereby agreed that so long as any bonds remain outstanding and
unpaid, such appurtenant facilities will be maintained in good
repair and condition by the County or by its lessees and
available to the users and occupants of the Project.
18. Successors and Assigns. This Lease shall inure to the
benefit of, and be binding upon, the respective parties hereto
and their successors and assigns, provided, however, that no
assignment shall be made in violation of the terms of this Lease
nor shall any assignment be made which would impair the security
of the Bonds or the rights of the holders of the Bonds.
19. Abandonment of Project. In the event the first series
of Bonds to finance the Project cannot be or are not issued by
the Authority on or before December 31, 2005, the Project shall
be abandoned, the County shall pay from available funds all
expenses of the Authority incurred to the date of abandonment,
and neither party shall have any further obligations under this
Lease. Subsequent series of bonds may be sold at any time prior
to December 31, 2006.
20. Consents, Notices, Etc. The right to give any consent,
agreement or notice required or permitted in this Lease shall be
vested, in the case of the County, in its Board of Commissioners,
and in the case of the Authority, in its Commission. Any notice
required or permitted to be given under this Lease shall be given
by delivering the same, in the case of the County, to the County
Clerk, and in the case of the Authority, to any member of its
Commission.
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21. Changes in Law or Corporate Status. In the event there
shall occur changes in the Constitution or statutes of the State
of Michigan which shall affect the organization, territory,
powers or corporate status of the County, the terms and
provisions of this Lease shall be unaffected thereby insofar as
the obligation of the County to make the cash rental payments is
concerned. The proceeds of any sale or other liquidation of any
interest of the County or the Authority in the Project are hereby
impressed with a first and prior lien for payment of any
outstanding bonds or other obligations of the Authority incurred
by reason of the Project or any additions or improvements
thereto.
22. Effective Date of Lease. This Lease shall become
effective on the 61st day after publication of a Notice of
Intention in the Oakland Press, a newspaper published in Pontiac,
Michigan, as required by Act 31, provided that if a petition for
a referendum is filed as provided in (and meeting all
requirements of) Section 8b of Act 31, then this Lease shall not
become effective unless and until approved by a majority of the
electors of the County voting thereon at a general or special
election.
23. Undertaking to Provide Continuing Disclosure. The
County and the Authority hereby covenant and agree, for the
benefit of the beneficial owners of the Bonds, to enter into a
written undertaking (the "Undertaking") required by SEC Rule
15c2-12 promulgated by the Securities and Exchange Commission
pursuant to the Securities and Exchange Act of 1934 (the "Rule")
to provide continuing disclosure of certain financial information
and operating data and timely notices of the occurrence of
certain events in accordance with the Rule. The undertaking
shall be in the form attached hereto as Appendix A. This
Undertaking shall be enforceable by the beneficial owners of the
Bonds or by the Purchaser(s) on behalf of such beneficial owners
(provided that the Purchaser(s) right to enforce the provisions
of this Undertaking shall be limited to a right to obtain
specific enforcement of the obligations hereunder and any failure
by the County and the Authority to comply with the provision of
this Undertaking shall not be an event of default with respect to
the Bonds).
The County Treasurer and the Chairperson or Treasurer of the
Authority, or other officer of the County or Authority charged
with the responsibility for issuing the Bonds, shall provide a
Continuing Disclosure Certificate for inclusion in the transcript
of proceedings, setting forth the details and terms of the
County's and Authority's Undertaking.
IN WITNESS WHEREOF, the OAKLAND COUNTY BUILDING AUTHORITY,
by its Commission, and the COUNTY OF OAKLAND, by its Board of
Commissioners, have caused this Lease to be signed by their duly
authorized officers, and their seals to be affixed hereto, all as
of the day and year first above written.
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WITNESSES TO SIGNATURES OAKLAND COUNTY BUILDING AUTHORITY
OF AUTHORITY OFFICERS:
By:
Chairperson of its Commission
By:
Secretary of its Commission
WITNESSES TO SIGNATURES COUNTY OF OAKLAND
OF COUNTY OFFICERS:
By:
Chairman, Board of Commissioners
By:
County Clerk
las.rl-oak87a
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STATE OF MICHIGAN)
)ss.
COUN7Y OF OAKLAND)
On this day of , before me appeared
and , to me personally known,
who being by me duly sworn, did each say that they are,
respectively, the Chairperson and the Secretary of the Commission
of the OAKLAND COUNTY BUILDING AUTHORITY and that the foregoing
Lease Contract was signed and sealed by them on behalf of the
Authority by authority of its Commission, and that such persons
acknowledged such instrument to be the free act and deed of the
Authority.
Notary Public, Oakland County,
Michigan
My Commission Expires:
(Seal)
STATE OF MICHIGAN)
)ss.
COUNTY OF OAKLAND)
On this day of , before me
appeared and , to me
personally known, who being by me duly sworn, did each say that
they are, respectively, the Chairman of the Board of
Commissioners and the County Clerk of the COUNTY OF OAKLAND and
that the foregoing Lease Contract was signed and sealed by them
on behalf of the County by authority of its Board of
Commissioners, and that such persons acknowledged such instrument
to be the free act and deed of the County.
Notary Public, Oakland County,
Michigan
My Commission Expires:
(Seal)
Instrument Drafted By:
John R. Axe
Axe & Ecklund, P.C.
21 Kercheval, Suite 360
Grosse Pointe Farms, Michigan 48236
las.rl-oak87a
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APPENDIX A
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure
Certificate") is executed and delivered by the
(the "Issuer") [
(the "Obligated Municipality")] in connection with the issuance
of $ [Name of Issue] (the "Securities"). The
Securities are being issued pursuant to a Resolution
adopted by the Governing Body of the Issuer on
; a Resolution adopted by the governing body
of the Issuer [Obligated Municipality]; and an Award Resolution
adopted by the Governing Body of the Issuer on
(collectively the "Resolution") and delivered to
(the "Purchaser") on the date hereof. Pursuant
to the Resolution, the Issuer [Obligated Municipality] has
covenanted and agreed to provide continuing disclosure of certain
financial information and operating data and timely notices of
the occurrence of certain events. In addition, the Issuer
[Obligated Municipality] hereby specifically covenants and agrees
as follows:
Section 1. Purpose of the Disclosure Certificate. This
Disclosure Certificate is being executed and delivered by the
Issuer [Obligated Municipality] for the benefit of the holders of
the Securities in order to assist the Participating Underwriters
within the meaning of the Rule (defined herein) in complying with
SEC Rule 15c2-12(b)(5). This Disclosure Certificate constitutes
the written Undertaking required by the Rule.
Section 2. Definitions. In addition to the defined terms
set forth in the Resolution, which apply to any capitalized term
used in this Disclosure Certificate unless otherwise defined in
this Section, the following capitalized terms shall have the
following meanings:
"Annual Report" means any annual report provided by the
Issuer [Obligated Municipality] pursuant to, and as described in,
Sections 3 and 4 of this Disclosure Certificate.
"Audited Financial Statements" means the Issuer's [Obligated
Municipality's] annual financial statements, which are currently
prepared in accordance with generally accepted accounting
principles [GAAP for governmental units as prescribed by GASB]
and which the Issuer [Obligated Municipality] intends to continue
to prepare in substantially the same form.
"Fiscal Year" means the fiscal year of the Issuer [Obligated
Municipality].
"Final Official Statement" means the final official
statement dated delivered in connection with
the Securities, which is available from the MSRB.
"Governing Body" means the of the Issuer
[Obligated Municipality] or such other body as may hereafter be
the chief legislative body of the Issuer.
"Issuer" means which is the obligated
person with respect to the Securities.
["Obligated Municipality" means which is
the obligated person with respect to the Securities.]
"Issuer Contact" means the [Clerk, or ] of
the Issuer who can be contacted at
["Obligated Municipality Contact" means the :Clerk, or
] of the Obligated Municipality who can be
contacted at .]
"Material Event" means any of the events listed in Section
5(a) of this Disclosure Certificate.
"MSRB" means the Municipal Securities Rulemaking Board
located at 1150 18th Street, N.W., Suite 400, Washington, D.C.
20036.
"NRMSIR" means any nationally recognized municipal
securities information repository as recognized from time to time
by the SEC for purposes of the Rule.
"Participating Underwriter" means any of the original
underwriter(s) of the Securities (including the Purchaser)
required to comply with the Rule in connection with the offering
of the Securities.
"Repository" means each NRMSIR and each SID, if any.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC
under the Securities Exchange Act of 1934, as the same may be
amended from time to time.
"SEC" means the Securities and Exchange Commission.
"SID" means any public or private repository or entity
designated by the State of Michigan as a state information
depository for the purpose of the Rule.
Section 3. Provision of Annual Financial Information and
Audited Financial Statements.
(a) The Issuer [Obligated Municipality] shall, not later
than two hundred seventy ;270) days after the end of the Fiscal
A - 2
Year, commencing with the year that ends
provide each Repository with annual financial information which
is consistent with the requirements of Section 4 of this
Disclosure Certificate. The annual financial information may be
submitted as a single document or as separate documents
comprising a package, and may cross-reference other information
as provided in Section 4 of this Disclosure Certificate; provided
that the Audited Financial Statements of the Issuer [Obligated
Municipality] may be submitted separately from the balance of the
annual financial information; and provided further that unaudited
financial statements will be included with the other financial
information, if audited statements have not already been
furnished.
(b) If the Issuer [Obligated Municipality] is unable or
fails to provide to the Repositories an Annual Report by the date
required in subsection (a), the Issuer [Obligated Municipality]
shall send a notice of that fact in a timely manner to the
NRMSIRs, the MSRB and any SID.
(c) The Issuer [Obligated Municipality] shall determine
each year prior to the date for providing the Annual Report the
name and address of each NRMSIR and each SID, if any.
Section 4. Content of Annual Reports. The Issuer's
[Obligated Municipality's] Annual Report shall contain or
incorporate by reference the following:
Updates of the "State Equalized Valuation", "Taxable
Valuation", "County Tax Rates and Levies", "Tax Collection
Record", "General Fund Revenues and Expenditures", and "Debt
Statement (Direct and Overlapping Debt)" contained in the
Final Official Statement and the current Audited Financial
Statements.
Any or all of the items listed above may be incorporated by
reference from other documents, including official statements of
debt issues of the Issuer [Obligated Municipality] or related
public entities, which have been submitted to each of the
Repositories or the SEC. If the document incorporated by
reference is a final official statement, it must be available
from the MSRB. The Issuer [Obligated Municipality] shall clearly
identify each such other document so incorporated by reference.
Section 5. Reporting of Material Events.
(a) This Section 5 shall govern the giving of notices of
the occurrence of any of the following events in a timely manner
if material with respect to the Securities:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves
reflecting financial difficulties;
4. Unscheduled draws on credit enhancements
reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or
their failure to perform;
6. Adverse tax opinions or events affecting the tax-
exempt status of the Securities;
7. Modification to rights of holders of the
Securities;
8. Securities calls;
9. Defeasances;
10. Release, substitution or sale of property securing
repayment of the Securities; and
11. Rating changes.
(b) Whenever a Material Event occurs, the Issuer [Obligated
Municipality] shall promptly file a notice of such occurrence
with either all NRMSIRs or with the MSRB and with any SID.
Notwithstanding the foregoing, notice of Material Events
described in subsections (a) (8) and (9) need not be given under
this subsection any earlier than the notice (if any) of the
underlying event is required to be given to holders of affected
Securities pursuant to the Resolution.
(c) Unless otherwise required by law and subject to
technical and economic feasibility, the Issuer [Obligated
Municipality] shall employ such methods of information
transmission as shall be requested or recommended by the
designated recipients of the Issuer's [Obligated Municipality's]
information.
Section 6. Termination of Reporting Obligation. The
Issuer's [Obligated Municipality's] obligations under the
Resolution and this Disclosure Certificate shall terminate upon
the defeasance, prior redemption or payment in full of all the
Securities.
Section 7. Issuer [Obligated Municipality] Contact; Agent.
Information may be obtained from the Issuer [Obligated
Municipality] Contact. Additionally, the Issuer [Obligated
Municipality] may, from time to time, appoint or engage a
dissemination agent to assist it in carrying out its obligations
under the Resolution and this Disclosure Certificate, and may
discharge any such agent, with or without appointing a successor
dissemination agent. The initial dissemination agent shall be
A - 4
the Municipal Advisory Council of Michigan, 1445 First National
Building, Detroit, Michigan 48226.
Section 8. Amendment; Waiver. Notwithstanding any other
provision of the Resolution or this Disclosure Certificate, as
provided in this Section 8, and any provision of this Disclosure
Certificate may be waived, if such amendment or waiver is
supported by an opinion of nationally recognized bond counsel to
the effect that such amendment or waiver would not, if and of
itself, cause the undertakings to violate the Rule. The
provisions of this Disclosure Certificate constituting the
Undertaking or any provision hereof, shall be null and void in
the event that the Issuer [Obligated Municipality] delivers to
each then existing NRMSIR and the SID, if any, an opinion of
nationally recognized bond counsel to the effect that those
portions of the Rule which require this Disclosure Certificate
are invalid, have been repealed retroactively or otherwise do not
apply to the Securities. The provisions of this Disclosure
Certificate constituting the Undertaking may be amended without
the consent of the holders of the Securities, but only upon the
delivery by the Issuer [Obligated Municipality] to each then
existing NRMSIR and the SID, it any, of the proposed amendment
and an opinion of nationally recognized bond counsel to the
effect that such amendment, and giving effect thereto, will not
adversely affect the compliance of this Disclosure Certificate
and by the Issuer [Obligated Municipality] with the Rule. Any
such amendment may only be made in connection with a change in
circumstances that arises from a change in legal requirements,
change in law, or change in the identity, nature, or status of
the Issuer [Obligated Municipality] for other obligated person,
as defined in the Rule), or type of business conducted. No such
amendment may be made unless the Undertaking, as amended, would
have complied with the requirements of the Rule at the time of
the primary offering of the Securities, after taking into account
any amendments or interpretations of the Rule, as well as any
change in circumstances. No such amendment shall be made unless
it does not materially impair the interests of holders of the
Securities, as determined by nationally recognized bond counsel.
The annual financial information containing any amended operating
data or amended financial information will explain, in narrative
form, the reasons for the amendment and the impact of the change
in the type of operating data or financial information being
provided.
If an amendment is made to the Undertaking specifying the
accounting principles to be followed in preparing financial
statements, the annual financial information for the year in
which the change is made will present a comparison between the
financial statements or information prepared on the basis of the
new account principles and those prepared on the basis of the
former accounting principles. The comparison will include a
qualitative discussion of the differences in the accounting
principles and the impact of the change in the account principles
on the presentation of the financial information , in order to
A - 5
provide information to investors to enable them to evaluate the
ability of the Issuer [Obligated MuncipAlity] or any obligated
person to meet its obligations. To the extent reasonably
feasible, the comparison will also be quantitative. A notice of
the change in the accounting principles will be sent to each then
existing NRMSIR or the MSRB, and to the SID, if any.
Section 9. Additional Information. Nothing in this
Disclosure Certificate shall be deemed to prevent the Issuer
[Obligated Municipality] from disseminating any other
information, using the means of dissemination set forth in this
Disclosure Certificate or any other means of communication, or
including any other information in any Annual Report or notice of
occurrence of a Material Event, in addition to that which is
required by this Disclosure Certificate. If the Issuer
[Obligated Municipality] chooses to include any information in
any Annual Report or notice of occurrence of a Material Event in
addition to that which is specifically required by this
Disclosure Certificate, the Issuer [Obligated Municipality] shall
have no obligation under this Disclosure Certificate to update
such information or include it in any future Annual Report or
notice of occurrence of a Material Event.
Section 10. Default. In the event of a failure of the
:ssuer [Obligated Municipality] to comply with any provision of
this Disclosure Certificate any holder of the Securities may take
such actions as may be necessary and appropriate, including
seeking mandate or specific performance by court order, to cause
the Issuer [Obligated Municipality] to comply with its
obligations under the Resolution and this Disclosure Certificate.
A default under this Disclosure Certificate shall not be deemed
an event of default with respect to the Securities and the sole
remedy under this Disclosure Certificate in the event of any
failure of the Issuer [Obligated Municipality] to comply with
this Disclosure Certificate shall be an action to compel
performance.
Section 11. Beneficiaries. This Disclosure Certificate
shall inure solely to the benefit of the Issuer :Obligated
Municipality], the Participating Underwriters and holders from
time to time of the Securities, and shall crate no rights in any
other person or entity.
IN WITNESS WHEREOF, I have executed this Certificate in my
official capacity effective the day of
:Executive Officer]
Clerk/Secretary
[SEAL]
las.rl-oak87a
EXHIBIT A to LEASE CONTRACT
Project Description
The Oakland International Airport T-Hangar and Oakland Troy Airport T-
Hangar Construction Project will consist of the following work to be performed:
Oakland International Airport T-Hangar Construction
1. Facilities Engineering
Project Management 40 hrs x 80 wks
Construction Testing 20 hrs x 40 wks
Printing/ CAD/ Mailing
Project Trailer 18 month rent
Testing Supplies
2. Professional Services
Berbiglia
Giffels/ Webster
SME - Soil Borings
Muncell
3. Permits, Fees, Etc.
4. Building Contract
134 of the 42' units
14 of the 44' units
10 of the 48' units
5. Contingency
Oakland Troy Airport T-Hangar Construction
1. Facilities Engineering
Project Management 12 hrs x 20 wks
Construction Inspection 20 hrs x 20 wks
Construction Testing 2 hrs x 20 wks
Printing/ CAD
2. Professional Services
Berbiglia
Giffels/ Webster
SME - Soil Borings
3. Permits, Fees, Etc.
4. Building Contract
27 of the 42' units
5. Contingency
The Full-Nested "T" produces a wider and shorter building, optimizing
ground space and resulting in larger office areas. The Full-Nested "T"
requires each set of sliding doors to open in front of or behind adjacent
doors.
Models/Doors No. of Units - Building Lengths Add/ Building Clear Door Clear Bay Dim.
Bifold Sliding 2 4 5 6 8 10 12 unit Width W H A B C
Full
Nested "T"
LK42 SF42 63' 105' 126' 147' 185' 231' 273' 21' 50' 41'-8" 12' 20'-8" 18' 14'
LK44 66' 110' 132' 154' 198' 242' 286' 22' 58' 43'-8" 14' 21'-'3" 20' 18'
LK48 72' 120' 144' 168' 216' 264' 312' 24' 58' 47'-.9" 14' 23'-8" 20' 18'
The land for the Project is described as follows:
OAKLAND COUNTY INTERNATIONAL AIRPORT
PROPOSED HANGAR PROPERTY
Part of the Northwest 1/4, Section 17 and part of the Northeast 1/4,
Section 18, T.3N., R.9E., Waterford Township, Oakland County, Michigan, being
more particularly described as: Beginning at a point distant N. 88 °26 1 00"W.,
729.50 ft. and N. 01 °05'52"E., 361.54 ft. from the East 1/4 corner of said
Section 18; thence from said Point of Beginning continuing N. 01 °05'52" E.,
727.91 ft. to a point on the Southerly Right-of-Way line of Hatchery Rd. (50.00
ft. wide); thence Easterly along said Right-of-Way line 393.12 ft. more or less
to a point, said point being the Northwest corner of Lot 1 of Supervisor's Plat
of Paulsen Circle Subdivision, as recorded in Liber 34, Page 38 of Plats,
Oakland County Records; thence from said point Southerly along the West line of
Lot 1, 238.36 ft. to a point; thence Easterly along the Southerly boundary line
of said plat and the Southerly line of Lots 1 thru 6 inclusive, and part of Lot
7 to a point, said point being the Northwest corner of Lot 3C of said plat;
thence continuing Easterly along the Southerly line of Lots 7 thru 13,
inclusive, and Outlot 1 to a point, said point being the most Northerly corner
of Lot 19 of said plat, thence Southeasterly along the Easterly line of Lot 19
to the Southeast corner of said lot and the Northerly Right-of-Way of Patmore
St. (40.0 ft. wide); thence from said point Southwesterly to a point on the
Southerly Right-of-Way line of Patmore St. and the Northwest corner of Lot 41
of said Plat; thence from a said point Northeasterly along the Northerly line
of Lot 41, extended, to a point on the Easterly Right-of-Way line of Paulsen
Drive (40.0 ft. wide) and the Westerly line of "Paulsen Circle Annex"
Subdivision, as recorded in Libor 58, Page 27 of Plats, Oakland County Records;
II
thence Northwesterly along said line to the Northwest corner of Lot 8 of said
subdivision ; thence Northeasterly along the North line of Lot 8 and the
Southerly line of Lot 7 to the Southeast corner of Lot 7 and the most Southerly
corner of Lot 1 of Paulsen Circle Annex; thence Southeasterly to a point
located in the East 1/2 of the Northwest 1/4 of Section 17, said point being
the intersection of the Westerly line of Lot 1 of Paulsen Circle Annex,
extended Southeasterly, and the North line of Lot 84 of S/P of Paulsen Circle,
extended Easterly; thence from said point Westerly to the Point of Beginning.
OAELAND/TROY AIRPORT
PROPOSED HANGAR PROPERTY
Part of the North 1/2 of Section 32, T.2N., R.11E., City of 7roy, Oakland
County, Michigan, being more particularly described as: beginning at a point
distant S. 89 0 53 1 40"E., 1333.55 ft. and S. 0C °11'30"W., 1924.16 ft. from the
North 1/4 corner of said Section 32; thence from said point of beginning
continuing S. 00 °I1'30"W., 35C.0 ft.; thence N. 88 °10'50"W., 400.00 ft.; thence
N. 00 °1130"E., 350.0 ft.; thence S.88 °10'50E., 400.0 ft. to the point of
beginning, containing 140,000.00 sq. ft., 3.21 acres more or less. Part of
Sidwell No. 20 -32 -126 -007
Cost Estimates
Construction and Equipping Costs
(including contingency)
Financing Costs including Bond Discount
$6,522,260
137,740
TOTAL $6,660,000
las.rl-oak87a
III
EXHIBIT B
to
LEASE CONTRACT
OAKLAND BUILDING AUTHORITY PROJECT
SCHEDULE OF PRINCIPAL AND INTEREST
DUE AMOUNT
TOTAL
APPENDIX II
NOTICE OF INTENTION OF THE COUNTY OF OAKLAND
TO ENTER INTO A LEASE CONTRACT WITH THE
OAKLAND COUNTY BUILDING AUTHORITY AND NOTICE
OF RIGHT TO PETITION FOR REFERENDUM THEREON
TO ALL ELECTORS AND TAXPAYERS OF
THE COUNTY OF OAKLAND:
NOTICE IS HEREBY GIVEN that the Board of Commissioners of
the County of Oakland, Michigan (the "County"), has authorized
the execution of a full faith and credit general obligation lease
contract (the "Lease") between the County and the Oakland County
Building Authority (the "Authority"). The Lease provides, among
other things, for the following purposes: See Exhibit A to be
located at: See Exhibit A (the "Project"). The Lease provides
further that the Authority will finance all or a portion of the
total cost of the Project by the issuance of one or more series
of building authority bonds (the "Bonds") pursuant to the
provisions of Act No. 31, Public Acts of Michigan, 1948 (First
Extra Session), as amended ("Act 31"), in anticipation of the
receipt of cash rental payments to be made by the County to the
Authority pursuant to the Lease. The maximum amount of bonds to
be issued in one or more series shall not exceed $6,660,000, the
term of the Lease shall not exceed 35 years and the Bonds shall
bear interest at a rate or rates that will result in a net
interest cost of not more than 8% per annum.
FULL FAITH AND CREDIT AND TAXING POWER OF
THE COUNTY OF OAKLAND WILL BE PLEDGED
NOTICE IS FURTHER GIVEN that in the Lease the County will
obligate itself to make cash rental payments to the Authority in
amounts sufficient to pay the principal of and interest on the
Bonds. The full faith and credit of the County will be pledged
for the making of such cash rental payments. Pursuant to such
pledge of its full faith and credit, the County will be obligated
to levy such ad valorem taxes upon all taxable property in the
County as shall be necessary to make such cash rental payments,
which taxes, however, will be subject to applicable statutory and
constitutional limitations on the taxing power of the County. In
addition to its obligation to make cash rental payments, the
County will agree in the Lease to pay all costs and expenses of
operation and maintenance of the Project and all expenses of the
Authority incidental to the issuance and payment of the Bonds, to
the extent such expenses are not payable from the proceeds of the
Bonds.
RIGHT TO PETITION FOR REFERENDUM
NOTICE IS FURTHER GIVEN to the electors and taxpayers of the
County to inform them of the right to petition for a referendum
on the question of entering into the Lease. The County intends
1
to enter into the Lease without a vote of the electors thereon,
but the Lease shall not become effective until 60 days after
publication of this notice. If, within 45-days after publication
of this notice, a petition for referendum requesting an election
on the Lease, signed by not less than 10% or 15,000 of the
registered electors of the County, whichever is less, has been
filed with the County Clerk, the Lease shall not become effective
unless and until approved by a majority of the electors of the
County voting thereon at a general or special election.
This notice is given by order of the Board of Commissioners
pursuant to Act 31. Further information may be obtained at the
office of the Oakland County Clerk, County Service Center, 1200
N. Telegraph Rd., Pontiac, Michigan 48341.
G. William Caddell
Oakland County Clerk
DATED: [Date of Publication:
Las.rl-oak87a
2
EXHIBIT A
Project Description
The Oakland International Airport T-Hangar and Oakland Troy Airport T-
Hangar Construction Project will consist of the following work to be performed:
Oakland International Airport T-Hangar Construction
Facilities Engineering
Project Management 40 hrs x 80 wks
Construction Testing 20 hrs x 40 wks
Printing/ CAD/ Mailing
Project Trailer 18 month rent
Testing Supplies
2. Professional Services
Berbiglia
Giffels/ Webster
SME - Soil Borings
Muncell
3. Permits, Fees, Etc.
4. Building Contract
134 of the 42' units
14 of the 44' units
10 of the 48' units
5. Contingency
Oakland Troy Airport T-Hangar Construction
1. Facilities Engineering
Project Management 12 hrs x 20 wks
Construction Inspection 20 hrs x 20 wks
Construction Testing 2 hrs x 20 wks
Printing/ CAD
2. Professional Services
Berbiglia
Giffels/ Webster
SME - Soil Borings
3. Permits, Fees, Etc.
1
4. Building Contract
27 of the 42' units
5. Contingency
The Full-Nested "T" produces a wider and shorter building, optimizing
ground space and resulting in larger office areas. The Full-Nested "T"
requires each set of sliding doors to open in front of or behind adjacent
doors.
Models/Doors No. of Units - Building Lengths Add/ Building Clear Door Clear Bay Dim.
Bifold Sliding 2 4 5 6 8 10 12 unit Width W H A B C
Full-
Nested "T"
LK42 SF42 63' 105' 126' 147' 189' 231' 273' 21' 50' 41'-8" 12' 20'-8" 18' 14'
LK44 66' 110' 132' 154' 198' 242' 286' 22' 58' 43'-8" 14' 21'-8" 20' 18'
LK48 72' 120' 144' 168' 216' 264' 312' 24' 58' 47'-8" 14' 23'-8" 20' 18'
The land for the Project is described as follows:
OAKLAND COUNTY INTERNATIONAL AIRPORT
PROPOSED HANGAR PROPERTY
Part of the Northwest 1/4, Section 17 and part of the Northeast 1/4,
Section 18, T.3N., R.9E., Waterford Township, Oakland County, Michigan, being
more particularly described as: Beginning at a point distant N. 88 °26'00"W.,
729.50 ft. and N. 01 °05'52"E., 361.54 ft. from the East 1/4 corner of said
Section 18; thence from said Point of Beginning continuing N. 01 °05'52" E.,
727.91 ft. to a point on the Southerly Right-of-Way line of Hatchery Rd. (50.00
ft. wide); thence Easterly along said Right-of-Way line 393.12 ft. more or less
to a point, said point being the Northwest corner of Lot 1 of Supervisor's Plat
of Paulsen Circle Subdivision, as recorded in Liber 34, Page 58 of Plats,
Oakland County Records; thence from said point Southerly along the West line of
Lot 1, 238.36 ft. to a point; thence Easterly along the Southerly boundary line
of said plat and the Southerly line of Lots 1 thru 6 inclusive, and part of Lot
7 to a point, said point being the Northwest corner of Lot 30 of said plat;
thence continuing Easterly along the Southerly line of Lots 7 thru 13,
inclusive, and Outlot 1 to a point, said point being the most Northerly corner
of Lot 19 of said plat, thence Southeasterly along the Easterly line of Lot 19
to the Southeast corner of said lot and the Northerly Right-of-Way of Patmore
St. (40.0 ft. wide); thence from said point Southwesterly to a point on the
Southerly Right-of-Way line of Patmore St. and the Northwest corner of Lot 41
of said Plat; thence from a said point Northeasterly along the Northerly line
of Lot 41, extended, to a point on the Easterly Right-of-Way line of Paulsen
Drive (40.0 ft. wide) and the Westerly line of "Paulsen Circle Annex"
Subdivision, as recorded in Liber 58, Page 27 of Plats, Oakland County Records;
2
thence Northwesterly along said line to the Northwest corner of Lot 8 of said
subdivision ; thence Northeasterly along the North line of Lot 8 and the
Southerly line of Lot 7 to the Southeast corner of Lot 7 and the most Southerly
corner of Lot 1 of Paulsen Circle Annex; thence Southeasterly to a point
located in the East 1/2 of the Northwest 1/4 of Section 17, said point being
the intersection of the Westerly line of Lot 1 of Paulsen Circle Annex,
extended. Southeasterly, and the North line of Lot 84 of S/P of Paulsen Circle,
extended Easterly; thence from said point Westerly to the Point of Beginning.
OAKLAND/TROY AIRPORT
PROPOSED HANGAR PROPERTY
Part of the North 1/2 of Section 32, T.2N., R.11E., City of Troy, Oakland
County, Michigan, being more particularly described as: beginning at a point
distant S. 89 0 53'40"E., 1333.55 ft. and S. 00 °11'30"W., 1924.16 ft. from the
North 1/4 corner of said Section 32; thence from said point of beginning
continuing S. 00 °11'30"W., 350.0 ft.; thence N. 88 °10'50"W., 400.00 ft.; thence
N. 00 °11 1 30"E., 350.0 ft.; thence S.88 0 10 1 50"E., 400.0 ft. to the point of
beginning, containing 140,000.00 sq. ft., 3.21 acres more or less. Part of
Sidwell No. 20-32-126-007
Cost Estimates
Construction and Equipping Costs
(including contingency)
Financing Costs including Bond Discount
TOTAL
$6,522,260
137,740
$6,660,000
las.rl-oak87a
3
APPENDIX III
FORM OF DECLARATION
OF OFFICIAL INTENT
I, the undersigned of the County of Oakland,
Michigan, do hereby certify as follows:
1. I am an officer of the County authorized to declare
official intent of the County to reimburse expenditures made,
prior to the issuance of debt, from the proceeds of said debt.
2. This Declaration relates to the following expenditures
(the "Expenditures"):
Amount General Purpose
3. The Expenditures are with respect to property (the
"Property") having:
(A) the following general character, type or purpose:
(B) the following size, quantity or cost:
and
(C) a reasonably expected economic life at least one
(1) year.
4. I understand that a substantial deviation between the
above description of the Property for which the Expenditures are
being made and the actual Property which is acquired or
constructed will invalidate this declaration of official intent
with the result that any proceeds of tax-exempt debt which are
used to reimburse for the Expenditures will not be deemed to have
been expended upon such reimbursement.
5. The County intends to reimburse the Expenditures by
incurring taxable or tax-exempt debt (the "Reimbursement
Obligations").
6. The expected source of funds that will be used to pay
the Expenditures is as follows: issuance of up to $ of
Building Authority Bonds by the Oakland County Building
Authority.
7. The expected source of funds to be used to pay debt
service on the Reimbursement Obligation is as follows: payment
made by the Oakland County through the
Oakland County General Fund.
8. This declaration of intent is consistent with the
budgetary and financial circumstances of the County as of the
date hereof in that there are no funds which are now or are
reasonably expected to be, (A) allocated on a long -term basis,
(B) reserved or (C) otherwise available pursuant to the County's
budget, to pay the Expenditure.
9. The County does not have a pattern of failure to
reimburse expenditures for which official intent has been
declared in that at least seventy-five percent (75%) of all
expenditures made after , for which the County
has declared an intent to reimburse from the proceeds of taxable
or tax-exempt debt have been, or are expected to be, so
reimbursed.
10. I acknowledge that in the event that the County fails
tc use the proceeds of Reimbursement Obligations issued within
three (3) years of the date hereof to reimburse expenditures the
same may adversely affect the ability of the County to use the
proceeds of tax-exempt obligations in the future to reimburse for
expenditures made prior to the issuance of such obligations.
11. I further acknowledge that unless the Expenditures
constitute preliminary expenditures (in the nature of architect
services and soil testing but excluding land acquisition) for the
Property not in excess of ten percent (10%) of the expected cost
of the project of which the Property constitutes a part, the
Expenditures will be paid within not in excess of two (2) years
following the date hereof or, as an alternative, this declaration
of intent will be renewed.
12. I further acknowledge that it is expected that the
proceeds of Reimbursement Obligations will be used for
reimbursement of each Expenditure not later than (A) the date
that is one (1) year after the date on which such Expenditure is
paid or (B) the date that is one (1) year after the date on which
the Property is placed in service.
13. I further acknowledge that I will assure that the
allocation referenced in item 12 (A) will be evidenced by an
entry on the records of the County maintained with respect to the
Reimbursement Obligations, (B) will specifically identify the
Expenditure being reimbursed, and (C) on the advice of the
appropriate counsel will be sufficient to relieve the allocated
proceeds of the Reimbursement Obligations covered by such entry
from any restrictions under the relevant legal documents and
2
applicable state law that apply only to unspent proceeds of
Reimbursement Obligations.
14. I further acknowledge that I will assure that except as
referenced in item 15 the proceeds of the Reimbursement
Obligations that are used to reimburse the Expenditures will not
be used, directly or indirectly, (A) to pay debt service on an
issue of tax-exempt obligations, (B) to create or increase the
balance in a sinking fund established for the payment of debt
service on the Reimbursement Obligations or another issue of tax-
exempt obligations of the County or to replace funds that have
been, are being, or will be so used for reserve or replacement
fund purpose, or (D) to reimburse any expenditures or any payment
with respect to financing of an expenditure that was originally
paid with proceeds of any tax-exempt obligations of the County to
any person or entity other than the County.
15. I understand that item 14 does not prohibit the use of
those proceeds of the Reimbursement Obligations that are used to
reimburse the Expenditures for (A) deposit in a bona fide debt
service fund (that is, a fund established to pay debt service on
any tax-exempt obligation of the County, other than the
Reimbursement Obligation, which is depleted annually except for a
reasonable carry over amount not in excess of one (1) year's
interest earnings on said fund or one-twelfth (1/12th) of annual
debt service), (B) to pay current debt service coming due within
the next succeeding one-year period on any tax-exempt obligation
of the County, other than the Reimbursement Obligations, or (C)
to reimburse for e)menditnres originally made from the proceeds
of a tax-exempt obligation of the County which were not
reasonably expected by the County, on the date of issue of such
obligation, to be used for such expenditure.
IN WITNESS WHEREOF, the undersigned has executed this
declaration of official intent this day of
County
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FISCAL NOTE (MISC. 104148) June 17, 2004
BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON
IN RE: RESOLUTION AUTHORIZING THE OAKLAND COUNTY BUILDING AUTHORITY TO
FINANCE A PROJECT TO CONSTRUCT HANGARS FOR THE OAKLAND COUNTY AIRPORTS
LOCATED IN OAKLAND COUNTY, MICHIGAN
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has
reviewed the above referenced resolution and finds:
1. The resolution authorizes the Oakland County Building
Authority to issue Building Authority Bonds in the
aggregate principal amount of not to exceed $6,660,000 for
the purpose of remodeling, constructing, furnishing and
equipping T-Hangars at the Oakland County International
Airport and the Oakland/Troy Airport.
2. The statutory limit for County debt is $6,708,544,178 (10%
of current State Equalized Value). As of April 30, 2004
the total outstanding County pledged credit is
$305,801,125, or approximately .46% of the S.E.V.
3. The Building Authority bonds shall bear interest at a rate
or rates that will result in a net interest cost not
exceeding 8% per annum.
4. Funding for the principal and interest payments by the
County will be provided in the Oakland County
International Airport Fund. No General Fund appropriation
is required.
FINANCE COMMITTEE
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FINANCE COMMITTEE
Motion carried unanimously on a roll call with Webster absent.
V
Resolution #04148 June 17, 2004
Moved by Knollenberg supported by Coleman the resolutions on the Consent Agenda be adopted (with
accompanying reports being accepted).
AYES: Coleman, Coulter, Crawford, Douglas, Gregory, Hatchett, Jamian, Knollenberg, KowaII,
Law, Long, McMillin, Middleton, Moss, Palmer, Patterson, Potter, Rogers, Scott, Suarez,
Webster, Wilson, Zack, Bullard. (24)
NAYS: (0)
A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted (with
accompanying reports being accepted).
"OM
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 June 17, 2004
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 17th day of June, 2004.
G. William Caddell, County Clerk
3