HomeMy WebLinkAboutResolutions - 2005.02.17 - 27836MISCELLANEOUS RESOLUTION #05016 February 17, 2005
BY: FINANCE COMMITTEE, CHUCK MOSS, CHA=RPERSON
RE: TREASURER'S OFFICE - AUTHORIZATION TO BORROW AGAINST
DELINQUENT 2034 TAXES
TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS
MR. CHAIRPERSON, LADIES AND GENTLEMEN:
WHEREAS, ad valorem real property taxes are imposed by the
County and the local taxing units within the County on July 1
and/or December 1 of each year; and
WHEREAS, a certain portion of these taxes remain unpaid and
uncollected on March 1 of the year following assessment, at which
time they are returned delinquent to the County's treasurer (the
"Treasurer"); and
WHEREAS, the Treasurer is bound to collect all delinquent
taxes, interest and property tax administration fees that would
otherwise be payable to the local taxing units within the County;
and
WHEREAS, the statutes of the State of Michigan authorize the
County to establish a fund, in whole or in part from borrowed
proceeds, to pay local taxing units within the County their
respective shares of delinauent ad valorem real property taxes in
anticipation of the collection of those taxes by the Treasurer;
and
WHEREAS, the County Board of Commissioners (the "Board") has
adopted a resolution authorizing the County's Delinquent Tax
Revolving Fund (the "Revolving Fund Program"), pursuant to
Section 87b of Act No. 206, Michigan Public Acts of 1893, as
amended ("Act 206"); and
WHEREAS, such fund has been established to provide a source
of monies from which the Treasurer may pay any or all delinquent
ad valorem real property taxes that are due the County, and any
city, township, school district, intermediate school district,
community college district, special assessment district, drainage
district, or other political unit within the geographical
boundaries of the County participating in the County's Revolving
Fund Program pursuant to Act 206 ("local units"); and
WHEREAS, the Treasurer is authorized under Act 206, and has
been directed by the Board, to make such payments with respect to
delinquent ad valorem real property taxes (including the property
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Palmer absent.
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tax administration fees assessed under subsection (6) of Section
44 of Act 206) owed in 2004 to the County and the local units
(collectively, the "taxing units") that will have remained unpaid
on March 1, 2005 and the Treasurer is authorized to pledge these
amounts in addition to any amounts not already pledged for
repayment of prior series of notes (or after such prior series of
notes are retired as a secondary pledge) all as the Treasurer
shall specify in an order when the notes authorized hereunder are
issued (the "Delinquent Taxes"); and
WHEREAS, the Board has determined that in order to raise
sufficient monies to adequately fund the Revolving Fund, the
County must issue its General Obligation Limited Tax Notes,
Series 2005 in one or more series, in accordance with Sections
87c, 87d, 87e, 87f, 87g and 89 of Act 206 and on the terms and
conditions set forth below.
Now therefore be it resolved by the Oakland County Board
of Commissioners as follows:
I.
GENERAL PROVISIONS
101. Establishment of 2005 Revolving Fund. In order to
implement the continuation of the Revolving Fund Program and in
accordance with Act 206, the County hereby establishes a 2005
Delinquent Tax Revolving Fund (the "Revolving Fund") as a
separate and segregated fund within the existing Delinquent Tax
Revolving Fund of the County previously established by the Board
pursuant to Section 87b of Act 206.
102. Issuance of Notes. The County shall issue its General
Obligation Limited Tax Notes, Series 2005 in one or more series
(the "Notes"), in accordance with this Resolution and Sections
87c, 87d, 87e, 87f, 87g and 89 of Act 206, payable in whole or in
part from the Delinquent Taxes and/or from the other sources
specified below.
103. Aggregate Amount of Notes.
(a) The Notes shall be issued in an aggregate amount
to be determined by the Treasurer in accordance with this
Section.
(b) The aggregate amount of the Notes shall not be
less than the amount by which the actual or estimated Delinquent
Taxes exceeds (i) the County's participating share of Delinquent
Taxes, and (ii) any sums otherwise available to fund the Tax
Payment Account established under Section 702 (including any
monies held in respect of Section 704(c)).
(c) The aggregate amount of the Notes shall not be
greater than the sum of (i) the actual amount of the Delinquent
Taxes pledged to the payment of debt service on the Notes, plus
(ii) the amount determined by the Treasurer to be allocated to a
reserve fund. Original proceeds of the Notes devoted to a
reserve fund shall not exceed the lesser of (A) the amount
reasonably required for those of the Notes secured by the reserve
fund, (B) 10% of the proceeds of such Notes, (C) the maximum
amount of annual debt service on such Notes, or (D) 125% of
average annual debt service on such Notes.
(d) The aggregate amount of the Notes shall be
designated by the Treasurer by written order after (i) the amount
of the Delinquent Taxes, or the amount of Delinquent Taxes to be
funded by the issuance of the Notes, has been estimated or
determined, and (ii) the amount of the reasonably required
reserve fund has been calculated. Delinquent Taxes shall be
estimated based on delinquencies experienced during the past
three fiscal years and on demographic and economic data relevant
to the current tax year, and shall be determined based on
certification from each of the taxing units. The amount of the
reasonably required reserve fund shall be calculated pursuant to
such analyses and certificates as the Treasurer may request.
104. Proceeds. :f the Notes are issued and sold before the
Treasurer has received certification from the taxing units of the
amount of the Delinquent Taxes and if such certification is not
reasonably anticipated to occur to allow distribution of the
proceeds of the Notes within 20 days after the date of issue, the
proceeds of the Notes shall be deposited in the County's 2005
Delinquent Tax Project Account and thereafter used to fund the
whole or a part of the County's 2005 Tax Payment Account, 2005
Note Reserve Account and/or 2005 Note Payment Account, subject to
and in accordance with Article VII. If the Notes are issued and
sold on or after such time, the proceeds of the Notes shall be
deposited directly into the County's 2005 Tax Payment Account,
2005 Note Reserve Account and/or 2005 Note Payment Account, as
provided in Article VII.
105. Treasurer's Order Authorizing Notes and Establishing
Delinquent Taxes. At or prior to the time any Notes are issued
pursuant to this resolution, the Treasurer, as authorized by Act
206, may issue a written order specifying the amount and
character of the Delinquent Taxes, the Article or Articles under
which the Notes are being issued and any other matters subject to
the Treasurers control under either this resolution or Act 206.
FIXED MATURITY NOTES
201. Authority. At the option of the Treasurer,
exercisable by written order, Notes may be issued in accordance
with this Article II. All reference to "Notes" in Article II
refers only to Notes issued pursuant to Article II, unless
otherwise specified.
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202. Date. The Notes shall be dated as of the date of
issue or as of such earlier date specified by written order of
the Treasurer.
203. Maturity and Amounts. Notes issued pursuant to this
Article II shall be structured in accordance with subsections (a)
or (b) below as determined by the Treasurer pursuant to written
order.
(a) The first maturity of the Notes or of a series of
the Notes shall be determined by the Treasurer pursuant to
written order, but shall not be later than two years after the
date of issue. Later maturities of the Notes shall be on the
first anniversary of the preceding maturity or on such earlier
date as the Treasurer may specify by written order. The Notes
shall be structured with the number of maturities determined by
the Treasurer to be necessary or appropriate, and the last
maturity shall be scheduled for no later than the fourth
anniversary of the date of issue. The amount of each maturity
shall be set by the Treasurer when the amount of Delinquent Taxes
is determined by the Treasurer or when a reliable estimate of the
Delinquent Taxes is available to the Treasurer. In determining
the exact amount of each maturity the Treasurer shall consider
the schedule of delinquent tax collections prepared for the tax
years ending December 31, 2004, and the corollary schedule
setting forth the anticipated rate of collection of those
Delinquent Taxes which are pledged to the repayment of the Notes.
The amount of each maturity and the scheduled maturity dates of
the Notes shall be established to take into account the dates on
which the Treasurer reasonably anticipates the collection of such
Delinquent Taxes and shall allow for no more than a 10% variance
between the debt service payable on each maturity date. The
Notes, and the anticipated amount of pledged monies available on
such maturity date to make payment of such debt service.
(b) Alternatively, the Notes or a series of the Notes
may be structured with a single stated maturity falling not later
than the fourth anniversary of the date of issue. Notes issued
under this subsection (b) shall be subject to redemption on such
terms consistent with Section 209 as shall be ordered by the
Treasurer, but in no event shall such Notes be subject to
redemption less frequently than annually.
204. Interest Rate and Date of Record.
(a) Except as otherwise provided in this paragraph,
Notes issued pursuant to subsection (a) of Section 203 shall bear
interest payable semi-annually, with the first interest payment
to be payable (i) on the first date, after issuance,
corresponding to the day and month on which the maturity of such
Notes falls, or (ii) if the Treasurer so orders, six months
before such date. In the event (i) any maturity of the Notes
arises either less than six months before the succeeding maturity
date or less than six months after the preceding maturity date
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and (ii) the Treasurer so orders in writing, interest on the
Notes shall be payable on such succeeding or preceding maturity
date. Subject to the following sentence, Notes issued pursuant
to subsection (b) of Section 203 shall, pursuant to written order
of the Treasurer, bear interest monthly, quarterly, or
semiannually, as provided by written order of the Treasurer. If
Notes issued under this Article II are sold with a variable rate
feature as provided in Article IV, such Notes may, pursuant to
written order of the Treasurer, bear interest weekly, monthly,
quarterly or on any put date, or any combination of the
foregoing, as provided by written order of the Treasurer.
(b) Interest shall not exceed the maximum rate
permitted by law.
(c) Interest shall be mailed by first class mail to
the registered owner of each Note as of the applicable date of
record, provided, however, that the Treasurer may agree with the
Registrar (as defined below) on a different method of payment.
(d) Subject to Section 403 in the case of variable
rate Notes, the date of record shall be not fewer than 14 nor
more than 31 days before the date of payment, as designated by
the Treasurer prior to the sale of the Notes.
205. Note Form. The form of Note shall be consistent with
the prescriptions of this Resolution and shall reflect all
material terms of the Notes. Unless the Treasurer shall by
written order specify the contrary, the Notes shall be issued in
fully registered form both as to principal and interest,
registrable upon the books of a note registrar (the "Registrar")
to be named by the Treasurer. If the Notes are issued in bearer
form the Treasurer shall appoint a paying agent (the "Paying
Agent"). (The Registrar or Paying Agent so named may be any bank
or trust company or other entity, including the County, offering
the necessary services pertaining to the registration and
transfer of negotiable securities.)
206. Denominations and Numbers. The Notes shall be issued
in one or more denomination or denominations of $1,000 each or
any integral multiple of $1,000 in excess of $1,000, as
determined by the Treasurer. Notwithstanding the foregoing,
however, in the event the Notes are deposited under a book entry
depository trust arrangement pursuant to Section 208, the Notes
shall, if required by the depository trustee, be issued in
denominations of $5,000 each or any integral multiple of $5,000.
The Notes shall be numbered from one upwards, regardless of
maturity, in such order as the Registrar shall determine.
207. Transfer or Exchange of Notes.
(a) Notes issued in registered form shall be
transferable on a note register maintained with respect to the
Notes upon surrender of the transferred Note, together with an
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assignment executed by the registered owner or his or her duly
authorized attorney-in-fact in form satisfactory to the
Registrar. Upon receipt of a properly assigned Note, the
Registrar shall authenticate and deliver a new Note or Notes in
equal aggregate principal amount and like interest rate and
maturity to the designated transferee or transferees.
(b) Notes may likewise be exchanged for one or more
other Notes with the same interest rate and maturity in
authorized denominations aggregating the same principal amount as
the Note or Notes being exchanged, upon surrender of the Note or
Notes and the submission of written instructions to the Registrar
or, in the case of bearer Notes, to the Paying Agent. Upon
receipt of a Note with proper written instructions the Registrar
or Paying Agent shall authenticate and deliver a new Note or
Notes to the owner thereof or to owner's attorney-in-fact.
(c) Any service charge made by the Registrar or Paying
Agent for any such registration, transfer or exchange shall be
paid for by the County as an expense of borrowing, unless
otherwise agreed by the Treasurer and the Registrar or Paying
Agent. The Registrar or Paying Agent may, however, require
payment by a noteholder of a sum sufficient to cover any tax or
other governmental charge payable in connection with any such
registration, transfer or exchange.
208. Book Entry Depository Trust. At the option of the
Treasurer, and notwithstanding any contrary provision of Section
212, the Notes may be deposited, in whole or in part, with a
depository trustee designated by the Treasurer who shall transfer
ownership of interests in the Notes by book entry and who shall
issue depository trust receipts or acknowledgments to owners of
interests in the Notes. Such book entry depository trust
arrangement, and the form of depository trust receipts or
acknowledgments, shall be as determined by the Treasurer after
consultation with the depository trustee. The Treasurer is
authorized to enter into any depository trust agreement on behalf
of the County upon such terms and conditions as the Treasurer
shall deem appropriate and not otherwise prohibited by the terms
of this Resolution. The depository trustee may be the same as
the Registrar otherwise named by the Treasurer, and the Notes may
be transferred in part by depository trust and in part by
transfer of physical certificates as the Treasurer may determine.
209. Redemption.
(a) Subject to the authority granted the Treasurer
pursuant to subsection (c) of this Section (in the case of fixed
rate Notes) and to the authority granted the Treasurer pursuant
to Section 404 (in the case of variable rate Notes), the Notes or
any maturity or maturities of the Notes shall be subject to
redemption prior to maturity on the terms set forth in subsection
(b) below.
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(b) Notes scheduled to mature after the first date on
which any Notes of the series are scheduled to mature shall be
subject to redemption, in inverse order of maturity, on each
interest payment date arising after the date of issue.
(c) If the Treasurer shall determine such action
necessary to enhance the marketability of the Notes or to reduce
the interest rate to be offered by perspective purchasers on any
maturity of the Notes, the Treasurer may, by written order prior
to the issuance of such Notes, (i) designate some or all of the
Notes as non-callable, regardless of their maturity date, and/or
(ii) delay the first date on which the redemption of callable
Notes would otherwise be authorized under subsection (b) above.
(d) Notes of any maturity subject to redemption may be
redeemed before their scheduled maturity date, in whole or in
part, on any permitted redemption date or dates, subject to the
written order of the Treasurer. Notes called for redemption
shall be redeemed at par, plus accrued interest to the redemption
date, plus, if the Treasurer so orders, a premium of not more
than 1%. Redemption may be made by lot or pro rata, as shall be
determined by the Treasurer.
(e) With respect to partial redemptions, any portion
of a Note outstanding in a denomination larger than the minimum
authorized denomination may be redeemed, provided such portion as
well as the amount not being redeemed constitute authorized
denominations. In the event less than the entire principal
amount of a Note is called for redemption, the Registrar or
Paying Agent shall, upon surrender of the Note by the owner
thereof, authenticate and deliver to the owner a new Note in the
principal amount of the principal portion not redeemed.
(f) Notice of redemption shall be by first class mail
30 days prior to the date fixed for redemption, or such shorter
time prior to the date fixed for redemption as may be consented
to by the holders of all outstanding Notes to be called for
redemption. Such notice shall fix the date of record with
respect to the redemption if different than otherwise provided in
this Resolution. Any defect in any notice shall not affect the
validity of the redemption proceedings. Notes so called for
redemption shall not bear interest after the date fixed for
redemption, provided funds are on hand with a paying agent to
redeem the same.
210. Discount. At the option of the Treasurer, the Notes
may be offered for sale at a discount not to exceed 2%.
211. Public or Private Sale. The Treasurer may, at the
Treasurer's option, conduct a public sale of the Notes after
which sale the Treasurer shall either award the Notes to the
lowest bidder or reject all bids. The conditions of sale shall
be as specified in a published Notice of Sale prepared by the
Treasurer announcing the principal terms of the Notes and the
offering. Alternatively, the Treasurer may, at the Treasurer's
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option, negotiate a private sale of the Notes as provided in Act
206. If required by law, or if otherwise determined by the
Treasurer to be in the best interest of the County, (a) the Notes
shall be rated by a national rating agency selected by the
Treasurer, (b) a good faith deposit shall be required of the
winning bidder, and/or (c) CUSIP numbers shall be assigned to the
Notes. If a public sale is conducted or if otherwise required by
law or the purchaser of the Notes, the Treasurer shall prepare or
cause to be prepared and disseminated an offering memorandum or
official statement containing all material terms of the offer and
sale of the Notes. Pursuant to any sale of the Notes, the County
shall make such filings, shall solicit such information and shall
obtain such governmental approvals as shall be required pursuant
to any state or federal law respecting back-up income tax
withholding, securities regulation, original issue discount or
other regulated matter.
212. Execution and Delivery. The Treasurer is authorized
and directed to execute the Notes on behalf of the County by
manual or facsimile signature, provided that if the facsimile
signature is used the Notes shall be authenticated by the
Registrar or any tender agent as may be appointed pursuant to
Section 801(c). The Notes shall be sealed with the County seal
or imprinted with a facsimile of such seal. The Treasurer is
authorized and directed to then deliver the Notes to the
purchaser thereof upon receipt of the purchase price. The Notes
shall be delivered at the expense of the County in such city or
cities as may be designated by the Treasurer.
213. Renewal, Refunding or Advance Refunding Notes. If at
any time it appears to be in the best interests of the County,
the Treasurer, by written order, may authorize the issuance of
renewal, refunding or advance refunding Notes. The terms of such
Notes, and the procedures incidental to their issuance, shall be
set subject to Section 309 and, in appropriate cases, Article X.
SHORT TERM RENEWABLE NOTES
301. Authority. At the option of the Treasurer,
exercisable by written order, Notes may be issued in accordance
with this Article III. All references to "Notes" in Article III
refer only to Notes issued pursuant to Article III, unless
otherwise specified.
302. Date and Maturity. The Notes shall be dated as of
their date of issuance or any prior date selected by the
Treasurer, and each issuance thereof shall mature on such date or
dates not exceeding one year from the date of their issuance as
may be specified by written order of the Treasurer.
303. Interest and Date of Record. The Notes shall bear
interest payable at maturity at such rate or rates as may be
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determined by the Treasurer not exceeding the maximum rate of
interest permitted by law on the date the Notes are issued. The
date of record shall be not fewer than two nor more than 31 days
before the date of payment, as designated by the Treasurer prior
to the sale of the Notes.
304. Note Form. The form of Note shall be consistent with
the prescriptions of this Resolution and shall reflect all
material terms of the Notes. The Notes shall, in the discretion
of the Treasurer and consistent with Section 205, either be
payable to bearer or be issued in registered form. If issued in
registered form, the Notes may be constituted as book-entry
securities consistent with Section 208, notwithstanding any
contrary provision of Section 308.
305. Denomination and Numbers. The Notes shall be issued
in one or more denomination or denominations, as determined by
the Treasurer. The Notes shall be numbered from one upwards in
such order as the Treasurer determines.
306. Redemption. The Notes shall not be subject to
redemption prior to maturity.
307. Sale of Notes. The authority and obligations of the
Treasurer set forth in Sections 210 and 211 respecting Fixed
Maturity Notes shall apply also to Notes issued under Article
308. Execution and Delivery. The authority and obligations
of the Treasurer set forth in Section 212 respecting Fixed
Maturity Notes shall also apply to Notes issued under Article
309. Renewal or Refunding Notes.
(a) The Treasurer may by written order authorize the
issuance of renewal or refunding Notes (collectively the "Renewal
Notes"). Renewal Notes shall be sold on the maturity date of,
and the proceeds of the Renewal Notes shall be applied to the
payment of debt service on, Notes to be renewed. The maturities
and repayment terms of the Renewal Notes shall be set by written
order of the Treasurer.
(b) In the order authorizing Renewal Notes, the
Treasurer shall specify whether the Notes shall be issued in
accordance with this Article III, in which event the provisions
of Article III shall govern the issuance of the Notes, or whether
the Notes shall be issued in accordance with Article II, in which
event the provisions of Article II shall govern the issuance of
the Notes. The order shall also provide for and shall also
govern with respect to:
(i) the aggregate amount of the Renewal Notes;
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(ii)
(iii)
(iv)
(v)
(vi)
Notes;
Notes;
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the date of the Renewal Notes;
the denominations of the Renewal Notes;
the interest payment dates of the Renewal
the maturity or maturities of the Renewal
the terms of sale of the Renewal Notes;
(vii) whether any Renewal Notes issued in
accordance with Article II shall be subject to redemption and, if
so, the terms thereof; and
(viii) any other terms of the Renewal Notes
consistent with, but not specified in, Article IT or Article III.
(c) Regardless of whether Renewal Notes need be
approved by prior order of the Department of Treasury, the
Treasurer, pursuant to Section 89(3)(d) of Act 206, shall
promptly report to the Department of Treasury the issuance of any
Renewal Notes.
IV.
VARIABLE INTEREST RATE
401. Variable Rate Option. At the option of the Treasurer,
exercisable by written order, the Notes, whether issued pursuant
to Article II or Article I:I, may be issued with a variable
interest rate, provided that the rate shall not exceed the
maximum rate of interest permitted by law.
402. Determination of Rate. The order of the Treasurer
shall provide how often the variable interest rate shall be
subject tc recalculation, the formula or procedure for
determining the variable interest rate, whether and on what terms
the rate shall be determined by a remarketing agent in the case
of demand obligations consistent with Section 801(d), and whether
and on what terms a fixed rate of interest may be converted to or
from a variable rate of interest. Such formula or procedure
shall be as determined by the Treasurer, but shall track or float
within a specified percentage band around the rates generated by
any one or more of the following indices:
(i) Publicly reported prices or yields of obligations
of the United States of America;
(ii) An index of municipal obligations perioriically
reported by a nationally recognized source;
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(iii) The prime lending rate from time to time set by
any bank or trust company in the United States with unimpaired
capital and surplus exceeding $40,000,000;
(iv) Any other rate or index that may be designated
by order of the Treasurer provided such rate or index is set or
reported by a source which is independent of and not controlled
by the Treasurer or the County.
The procedure for determining the variable rate may involve one
or more of the above indices as alternatives or may involve the
setting of the rate by a municipal bond specialist provided such
rate shall be within a stated percentage range of one or more of
the indices set forth above.
403. Date of Record. The Date of Record shall be not fewer
than one nor more than 31 days before the date of payment, as
designated by written order of the Treasurer.
404. Redemption. Notwithstanding any contrary provision of
subsections (b) and (c) of Section 209, but subject to the last
sentence of this Section 404, Notes bearing interest at a
variable rate may be subject to redemption by the County and/or
put by the holder at any time or times and in any order, as may
be determined pursuant to written order of the Treasurer. Notes
shall not be subject to redemption more frequently than monthly.
405. Remarketing, Repurchase and Resale.
(a) In the event Notes issued under this Article IV
are constituted as demand obligations, the interest rate on the
Notes shall be governed by, and shall be subject to, remarketing
by a remarketing agent appointed in accordance with Section
801(c), under the terms of a put agreement employed in accordance
with Section 801(d).
(b) The County shall be authorized, consistent with
Act 206 and pursuant to order of the Treasurer, to participate in
the repurchase and resale of Notes in order to reduce the cost
of, or increase the revenue, attendant to the establishment of
the Revolving Fund and the issuance and discharge of the Notes.
Any purchase of Notes pursuant to this subsection (b) shall be
made with unpledged monies drawn from revolving funds established
by the County in connection with retired general obligation
limited tax notes.
V.
MULTIPLE SERIES
501. Issuance of Multiple Series. At the option of the
Treasurer, exercisable by written order, the Notes issued under
Article II, Article III or Article X may be issued in two or more
individually designated series. Each series shall bear its own
rate of interest, which may be fixed or variable in accordance
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with Article IV. Various series need not be issued at the same
time and may be issued from time to time in the discretion of the
Treasurer exercisable by written order. In determining the dates
of issuance of the respective series, the Treasurer shall
consider, among other pertinent factors, the impact the dates
selected may have on the marketability, rating and/or
qualification for credit support or liquidity support for, or
insurance of, the Notes. The Notes of each such series shall be
issued according to this Resolution in all respects (and the term
"Notes" shall be deemed to include each series of Notes
throughout this Resolution), provided that:
(a) The aggregate principal amount of the Notes of
all series shall not exceed the maximum aggregate amount
permitted under Section 103;
(b) Each series shall be issued pursuant to Article
II or Article III, and different series may be issued pursuant to
different Articles;
(c) Each series shall be issued pursuant to Section
5C2 or Section 503, and different series may be issued pursuant
to different Sections;
(d) A series may be issued under Article II for one,
two, or three of the annual maturities set forth in Article II
with the balance of the annual maturities being issued under
Article II or under Article III in one or more other series,
provided that the minimum annual maturities set forth in Section
203 shall be reduced and applied pro rata to all Notes so issued;
and
(e) The Notes of all series issued pursuant to
Article II above shall not, in aggregate, mature in amounts or on
dates exceeding the maximum authorized maturities set forth in
Section 203.
502. Series Secured Pan i Passu. If the Notes are issued in
multiple series pursuant to this Article V, each series of Notes
may, by written order of the Treasurer, be secured pan i passu
with the other by the security described in and the amounts
pledged by Article VII below. Moreover, such security may,
pursuant to further order of the Treasurer, be segregated in
accordance with the following provisions.
(a) The Treasurer may by written order establish
separate sub-accounts in the County's 2005 Note Reserve Account
for each series of Notes, into which shall be deposited the
amount borrowed for the Note Reserve Account for each such
series.
(b) The Treasurer may by written order establish
separate sub-accounts in the County's 2005 Note Payment Account
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for each series of Notes, and all amounts deposited in the Note
Payment Account shall be allocated to the sub-accounts.
(c)(i) In the event separate sub-accounts are
established pursuant to subsection (b) above, and subject to
Paragraph (ii) below, the percentage of deposits to the County's
2005 Note Payment Account allocated to each sub-account may be
set equal to the percentage that Notes issued in the
corresponding series bears to all Notes issued under this
Resolution or to any other percentage designated by the Treasurer
pursuant to written order; provided that if the various series
are issued at different times or if the various series are
structured with different maturity dates, (I) sums deposited in
the Note Payment Account prior to the issuance of one or more
series may upon the issuance of each such series be reallocated
among the various sub-accounts established under Subsection (b)
above to achieve a balance among the sub-accounts proportionate
to the designated percentage allocation, and/or (II) deposits to
the Note Payment Account may be allocated among the sub-accounts
according to the total amount of debt service that will actually
be paid from the respective sub-accounts.
(ii) Alternatively, the Treasurer may, by written
order, rank the sub-accounts established under Subsection (b)
above in order of priority, and specify that each such sub-
account shall receive deposits only after all sub-accounts having
a higher priority have received deposits sufficient to discharge
all (or any specified percentage of) Notes whose series
corresponds to any of the sub-accounts having priority.
(d) In the absence of a written order of the Treasurer
to the contrary, the amounts in each sub-account established
pursuant to this Section 502 shall secure only the Notes issued
in the series for which such sub-account was established, until
such Notes and interest on such Notes are paid in full, after
which the amounts in such sub-account may, pursuant to written
order of the Treasurer, be added pro rata to the amounts in the
other sub-accounts and thereafter used as part of such other sub-
accounts to secure all Notes and interest on such Notes for which
such other sub-accounts were created, until paid in full.
Alternatively, amounts held in two or more sub-accounts within
either the Note Reserve Account or the Note Payment Account may
be commingled, and if commingled shall be held pan i passu for the
benefit of the holders of each series of Notes pertaining to the
relevant sub-accounts.
503. Series Independently Secured. If the Notes are issued
in multiple series pursuant to this Article V. each series of
Notes may, by written order of the Treasurer, be independently
secured in accordance with this Section 503.
(a) Each series of Notes shall pertain to one or more
taxing units, as designated by the Treasurer pursuant to written
order, and no two series of Notes shall pertain to the same
13
taxing unit. A school district, intermediate school district, or
community college district extending beyond the boundaries of a
city in which it is located may, pursuant to written order of the
Treasurer, be subdivided along the boundaries of one or more
cities and each such subdivision shall be deemed a taxing unit
for purposes of this Section 503.
(b) Separate sub-accounts shall be established in the
County's 2005 Tax Payment Account. Each sub-account shall
receive the proceeds of one and only one series of Notes, and
amounts shall be disbursed from the sub-account to only those
taxing units designated as being in that series.
(c) :n the event Notes are issued for deposit into
the Project Account established under Section 701, separate sub-
accounts shall be established in the Project Account. Each sub-
account shall receive the proceeds of one and only one series of
Notes, and amounts shall be disbursed from the sub-account only
to accounts, sub-accounts and/or taxing units designated as being
in the series corresponding to the sub-account from which
disbursement is being made.
(d) A separate sub-account shall be established in
the County's 2005 Note Reserve Account for each series of Notes,
into which shall be deposited the amount determined by the
Treasurer under Section 103 or Section 703 with respect to the
series. Each sub-account shall secure one and only one series.
(e) A separate sub-account shall be established in
the County's 2005 Note Payment Account for each series of Notes.
Each sub-account shall be allocated only those amounts described
in Section 704 which pertain to the taxing units included in the
series corresponding to the sub-account. Chargebacks received
from a taxing unit pursuant to Section 906 shall be deposited in
the sub-account corresponding to the series in which the taxing
unit is included. Amounts held in each sub-account shall secure
the debt represented by only those Notes included in the series
corresponding to the sub-account, and disbursements from each
sub-account may be applied toward the payment of only those Notes
included in the series corresponding to the sub-account.
(f) The amounts in each sub-account established
pursuant to this Section 303 shall secure only the Notes issued
in the series for which such sub-account was established until
such Notes and interest on such Notes are paid in full, after
which any amounts remaining in such sub-account shall accrue to
the County and shall no longer be pledged toward payment of the
Notes.
VI.
TAXABILITY OF INTEREST
601. Federal Tax. The County acknowledges that the current
state of Federal law mandates that the Notes be structured as
14
e
taxable obligations. Consequently, the Notes shall, subject to
Article X, be issued as obligations the interest on which is not
excluded from gross income for purposes of Federal income tax.
602. State of Michigan Tax. Consistent with the treatment
accorded all obligations issued pursuant to Act 206, interest on
the Notes shall be exempt from the imposition of the State of
Michigan income tax and the State of Michigan single business
tax, and the Notes shall not be subject to the State of Michigan
intangibles tax.
603. Change in Federal Tax Status. In the event there is a
change in the Federal tax law or regulations, a ruling by the
U.S. Department of Treasury or Internal Revenue Service
establishes that the Notes may be issued as exempt from Federal
income taxes or a change in Michigan law causes the Notes in the
opinion of counsel to be exempt from federal income taxes, the
Notes may be so issued.
VII.
FUNDS AND SECURITY
701. Delinquent Tax Project Account. If the Notes are
issued and sold before the Treasurer has received certification
from the taxing units of the amount of the Delinquent Taxes and
if such certification is not reasonably anticipated in time to
allow distribution of the proceeds of the Notes within 20 days
after the date of issue, a 2005 Delinquent Tax Project Account
(the "Project Account") shall be established by the Treasurer as
a separate and distinct fund of the County within its general
fund. The Project Account shall receive all proceeds from the
sale of the Notes, including any premium or accrued interest
received at the time of sale. The Project Account shall be held
in trust by an escrow agent until the monies therein are
disbursed in accordance with this Article VII. The escrow agent
shall be a commercial bank, shall be located in Michigan, shall
have authority to exercise trust powers, and shall have a net
worth in excess of $25,000,000. The form and content of the
agreement between the County and the escrow agent shall be
approved by the Treasurer. Subject to the following sentence,
monies deposited in the Project Account shall be expended only
(i) for the purpose of funding the Tax Payment Account
established under Section 702 and (ii) to the extent permitted by
Act 206, for the purpose of paying the expenses of the offering
of the Notes. In the event the Treasurer by written order so
directs, additional funding of the Project Account may be
undertaken, and any surplus proceeds remaining in the Project
Account after the Treasurer has completed the funding of the Tax
Payment Account may be transferred to either the 2005 Note
Reserve Account created under Section 703 or the 2005 Note
Payment Account created under Section 704. Monies in the Project
Account may be disbursed by the escrow agent to the County's 2005
15
J •
Tax Payment Account at any time and from time to time, upon
receipt of a written requisition signed by the Treasurer.
702. 2005 Tax Payment Account. The County's 2005 Tax
Payment Account (the "Tax Payment Account") is hereby established
as a distinct account within the Revolving Fund. The Treasurer
shall designate all or a portion of the proceeds of the Notes,
not to exceed the amount of Delinquent Taxes, for deposit in the
Tax Payment Account. If, however, the proceeds of the Notes are
initially deposited in the Project Account pursuant to Section
701, the Treasurer is instead authorized and directed to transfer
monies included in the Project Account in accordance with the
procedures set forth in Section 701. The County shall apply the
monies in the Tax Payment Account to the payment of the
Delinquent Taxes or expenses of the borrowing in accordance with
Act 206. The allocation of monies from the Tax Payment Account
may be made pursuant to a single, comprehensive disbursement or
may instead be made from time to time, within the time
constraints of Act 206, to particular taxing units as monies are
paid into the Tax Payment Account, such that the source of the
monies (whether from the County's own funds, from the proceeds of
a tax exempt borrowing or from the proceeds of a taxable
borrowing) may be traced to the particular taxing unit receiving
the funds. Moreover, and regardless of whether multiple series
of Notes are issued, the Tax Payment Account may be divided into
separate sub-accounts in order to allow the Treasurer to
designate which taxing units shall receive borrowed funds and
which shall receive funds otherwise contributed by the County.
703. 2005 Note Reserve Account. In the event funding is
provided as described in this Section 703, the Treasurer shall
establish a 2005 Note Reserve Account (the "Note Reserve
Account") as a distinct account within the Revolving Fund. After
depositing all of the monies to fund the Tax Payment Account
pursuant to Section 702, the Treasurer shall next transfer to the
Note Reserve Account, either from the Project Account or directly
from the proceeds of Notes, any proceeds remaining from the
initial issuance of the Notes. In addition, the Treasurer may
transfer unpledged monies from other County sources to the Note
Reserve Account in an amount which, when added to any other
amounts to be deposited in the Note Reserve Account, does not
exceed the amount reasonably required for the Notes secured by
the Reserve Account or, if less, 20% of the total amount of the
Notes secured by the Reserve Account. Except as provided below,
all monies in the Note Reserve Account shall be used solely for
payment of principal of, premium, if any, and interest on the
Notes to the extent that monies required for such payment are not
available in the County's 2005 Note Payment Account. Monies in
the Note Reserve Account shall be withdrawn first for payment of
principal of, premium, if any, and interest on the Notes before
County general funds are used to make the payments. All income
or interest earned by, or increment to, the Note Reserve Account
due to its investment or reinvestment shall be deposited in the
Note Reserve Account. When the Note Reserve Account is
16
,4
sufficient to retire the Notes and accrued interest thereon, the
Treasurer may order that the Note Reserve Account be used to
purchase the Notes on the market, or, if the Notes are not
available, to retire the Notes when due. If so ordered by the
Treasurer, all or any specified portion of the Note Reserve
Account may be applied toward the redemption of any Notes
designated for redemption in accordance with Section 209.
704. 2005 Note Payment Account.
(a) The County's 2005 Note Payment Account is hereby
established as a distinct account within the Revolving Fund.
(The County's 2005 Note Payment Account, as supplemented by
monies held in any interim account that are designated for
transfer to the 2005 Note Payment Account, is herein referred to
as the "Note Payment Account".) The Treasurer is directed to
deposit into the Note Payment Account, promptly on receipt, those
amounts described below in Paragraphs (i), (ii), (iv), and (v)
that are not excluded pursuant to Subsection (c) below.
Furthermore, the Treasurer may, by written order, deposit into
the Note Payment Account all or any portion of the amounts
described below in Paragraph (iii).
(i) All Delinquent Taxes.
(ii) All statutory interest on the Delinquent
Taxes.
(iii) All property tax administration fees on the
Delinquent Taxes, net of any amounts applied toward the expenses
of this borrowing.
(iv) Any amounts that are received by the
Treasurer from the taxing units within the County because of the
uncollectability of the Delinquent Taxes.
(v) Any amounts remaining in the Project Account
after the transfers to the Tax Payment Account and Note Reserve
Account have been made as specified in Sections 702 and 703.
(b) Monies in the Note Payment Account shall be used
by the County to pay principal of, premium, if any, and interest
on the Notes as the same become due and payable.
(c)(i) The Treasurer may by written order provide
that only a portion of the sums described above in Subsection (a)
shall be deposited into the Note Payment Account and applied
toward the payment of debt service on the Notes, in which event
those sums which are withheld from the Note Payment Account shall
be deposited into the Tax Payment Account or, pursuant to further
order of the Treasurer, applied toward any other purpose
consistent with Act 206. The portion of any sums described in
Subsection (a) which are withheld from the Note Payment Account
17
pursuant to this Subsection shall be determined in accordance
with the following Paragraph.
(ii) Prior to the issuance of the Notes, the
Treasurer may by written order specify a cut-off date not earlier
than March 1, 2005, and only those sums payable to the Note
Payment Account and received by the County after the cut-off date
shall be applied to the Note Payment Account.
(d) The Treasurer may by written order provide that at
such time as sufficient funds shall have been deposited into the
Note Payment Account to pay all remaining amounts owed under the
Notes the pledge on any additional monies otherwise payable to
the Note Payment Account shall be discharged and such monies
shall not be deposited into the Note Payment Account or otherwise
pledged toward payment of the Notes.
(e) The Treasurer may by written order provide that in
the event Notes are issued pursuant to Article III, amounts that
would otherwise be included in the Note Payment Account or the
Note Reserve Account (or any sub-account therein for a particular
series of Notes) shall not include any amounts received by the
County prior to the latest maturity date of any series of Notes
previously issued under Article II and/or Article III.
705. Limited Tax General Obligation and Pledge.
(a) The Notes shall be the general obligation of the
County, backed by the County's full faith and credit, the
County's tax obligation (within applicable constitutional and
statutory limits) and the County's general funds. The County
budget shall provide that if the pledged monies are not collected
in sufficient amounts to meet the payments of the principal and
interest due on the Notes, the County, before paying any other
budgeted amounts, shall promptly advance from its general funds
sufficient monies to pay such principal and interest.
(b) In addition, the monies listed below are pledged
to the repayment of the Notes and, subject to Section 901, shall
be used solely for repayment of the Notes until the principal of,
premium (if any) and interest on the Notes are paid in full:
(i) All amounts deposited or earned in any
Project Account, until disbursed in accordance with Section 701;
(ii) All net proceeds from the sale of the Notes
deposited or earned in the Tax Payment Account, until disbursed
in accordance with Section 702;
(iii) All amounts deposited in the Note Payment
Account pursuant to Section 704(a);
(iv) All amounts deposited in the Note Reserve
Account;
18
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,
(v) All amounts earned from the investment of
monies held in the Note Payment Account or the Note Reserve
Account; and
(vi) Any supplemental monies placed in the Note
Payment Account and drawn in the discretion of the Treasurer from
unpledged sums on the revolving funds, which pledge shall be
subject to such limitations or exceptions as shall be set forth
in the written order of the Treasurer.
(c) If the Notes shall be issued in various series
pursuant to Article V, this pledge shall in the case of any
independently secured series extend only to monies in accounts or
sub-accounts pertaining to the particular series.
(d) If the amounts so pledged are not sufficient to
pay the principal and interest when due, the County shall pay the
same from its general funds or other available sources. Pursuant
to written order of the Treasurer, the County may later reimburse
itself for such payments from the Delinquent Taxes collected.
706. Security for Renewal, Refunding or Advance Refunding
Notes. Renewal, refunding, or advance refunding Notes shall be
secured by all or any portion of the same security securing the
Notes being renewed, refunded or advance refunded. The monies
pledged in Section 705 for the repayment of the Notes are also
pledged for the repayment of the principal of, premium, if any,
and interest on any renewal, refunding, or advance refunding
Notes issued pursuant to this Resolution, and any such renewal,
refunding, or advance refunding Notes shall be the general
obligation of the County, backed by its full faith and credit,
which shall include the tax obligation of the County, within
applicable constitutional and statutory limits.
707. Use of Funds after Full Payment or Provisions for
Payment. After all principal of, premium, if any, and interest
on the Notes have been paid in full or provision made therefor by
investments of pledged amounts in direct noncallable obligations
of the United States of America in amounts and with maturities
sufficient to pay all such principal, premium, if any, and
interest when due, any further collection of Delinquent Taxes and
all excess monies in any fund or account of the Revolving Fund,
and any interest or income on any such amounts, may, pursuant to
written order of the Treasurer and subject to Article V, be used
for any proper purpose within the Revolving Fund including the
securing of subsequent issues of notes.
VIII.
SUPPLEMENTAL AGREEMENTS
801. Supplemental Agreements and Documents. The Treasurer,
on behalf of the County, is authorized to enter into any or all
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a dik, •
of the following agreements or commitments as may, in the
Treasurer's discretion, be necessary, desirable or beneficial in
connection with the issuance of the Notes, upon such terms and
conditions as the Treasurer may determine appropriate:
(a) A letter of credit, line of credit, repurchase
agreement, note insurance, or similar instrument, providing
backup liquidity and/or credit support for the Notes;
(b) A reimbursement agreement, revolving credit
agreement, revolving credit note, or similar instrument, setting
forth repayments of and security for amounts drawn under the
letter of credit, line of credit, repurchase agreement or similar
instrument;
(c) A marketing, remarketing, placement,
authenticating, paying or tender agent agreement or dealer
agreement designating a marketing, remarketing, authenticating,
paying, tender or placement agent or dealer and prescribing the
duties of such person or persons with respect to the Notes; and
(d) A put agreement or provision allowing the
purchaser of the Notes to require the County to repurchase the
Notes upon demand at such times as may be provided in such put
agreement or provision.
(e) An agreement to use amounts formerly pledged to
other years borrowings as security for the Notes when no longer
so pledged.
802. Revolving Credit Notes. If the Treasurer enters into
a revolving credit agreement (the "Agreement") pursuant to
Section 801 above, the Agreement may call for the issuance of one
or more revolving credit notes (the "Revolving Credit Notes") for
the purpose of renewing all or part of maturing Notes or Notes
that have been put pursuant to a put agreement or provision.
Such Revolving Credit Notes shall be issued pursuant to Article
II or III, as appropriate, and in accordance with the following
provisions:
(a) Interest on the Revolving Credit Notes may be
payable on maturity, on prior redemption, monthly, bi-monthly,
quarterly, or as otherwise provided in the Agreement.
(b) The Revolving Credit Notes may mature on one or
more date or dates not later than the final maturity date of the
Notes, as provided in the Agreement.
(c) The Treasurer may, at the time of the original
issuance of the Notes, execute and deliver one Revolving Credit
Note in a maximum principal amount not exceeding the lending
commitment under the Agreement from time to time in force (and
may substitute one such Note in a lesser principal amount for
another in the event the lending commitment is reduced), provided
20
4. 10* -4
that a schedule shall be attached to such Note on which loans and
repayments of principal and interest are evidenced and further
provided that the making of a loan and the evidencing of such
loan on the schedule of any such Note shall constitute the
issuance of a renewal Note for purposes of this Resolution.
IX.
MISCELLANEOUS PROVISIONS
901. Expenses. Expenses incurred in connection with the
Notes shall be paid from the property tax administration fees
collected on the Delinquent Taxes and, if so ordered by the
Treasurer, from any earnings on the proceeds of the offering or
from other monies available to the County.
902. Bond Counsel. The Notes (and any renewal, refunding
or advance refunding Notes) shall be delivered with the
unqualified opinion of Axe & Ecklund, P.C., which selection of
bond counsel may, at the option of the Treasurer, be for one or
more years.
903. Financial Consultants Municipal Financial Consultants
Incorporated, Grosse Pointe Farms, Michigan, is hereby retained
to act as financial consultant and advisor to the County in
connection with the sale and delivery of the Bonds.
904. Complete Records. The Treasurer shall keep full and
complete records of all deposits to and withdrawals from each of
the funds and accounts in the Revolving Fund and any account or
sub-account created pursuant to this Resolution and of all other
transactions relating to such funds, accounts and sub-accounts,
including investments of money in, and gain derived from, such
funds and accounts.
905. Chargebacks. If, by the date which is three months
prior to the final maturity date of the Notes, sufficient monies
are not on deposit in the Note Payment Account and the Note
Reserve Account to pay all principal of and interest on the Notes
when due, Delinquent Taxes not then paid or recovered at or prior
to the latest tax sale transacted two or more months before the
final maturity of the Notes shall, if necessary to ensure full
and timely payment on the date of final maturity, be charged back
to the local units in such fashion as the Treasurer may
determine, and, subject to Article V, the proceeds of such
chargebacks shall be deposited into the County's 2005 Note
Payment Account no later than five weeks prior to the final
maturity of the Notes. This Section 905 shall not be construed
to limit the authority of the Treasurer under State law to charge
back under other circumstances or at other times.
906. Investments. The Treasurer is authorized to invest
all monies in the Project Account, in the Revolving Fund or in
any account or sub-account therein that is established pursuant
to this Resolution in any one or more of the investments
authorized as lawful investments for counties under Act No. 20,
21
• t' • .1 ,4. lir'
Public Acts of 1943, as amended. The Treasurer is further
authorized to enter into a contract on behalf of the County under
the Surplus Funds Investment Pool Act, Act No. 367, Michigan
Public Acts of 1982, as amended, and to invest in any investment
pool created thereby monies held in the Project Account, in the
Revolving Fund, or in any account or sub-account therein which is
established pursuant to this Resolution.
907. Mutilated, Lost, Stolen or Destroyed Notes. In the
event any Note is mutilated, lost, stolen, or destroyed, the
Treasurer may, on behalf of the County, execute and deliver, or
order the Registrar or Paying Agent to authenticate and deliver,
a new Note having a number not then outstanding, of like date,
maturity and denomination as that mutilated, lost, stolen or
destroyed. In the case of a mutilated Note, a replacement Note
shall not be delivered unless and until such mutilated Note is
surrendered to the Treasurer or the Registrar or Paying Agent.
In the case of a lost, stolen, or destroyed Note, a replacement
Note shall not be delivered unless and until the Treasurer and
the Registrar or Paying Agent shall have received such proof of
ownership and loss and indemnity as they determine to be
sufficient.
ARTICLE X.
TAX-EXEMPT NOTES OR REFUNDING
1001. Refunding of Taxable Debt or :ssuance of Tax-Exempt
Debt. The County acknowledges that the current state of Federal
law precludes the issuance of the Notes as obligations the
interest on which is exempt from Federal income tax. However,
the County presently contemplates that anticipated amendments to
the Internal Revenue Code of 1986 (the "Code") and/or the
Treasury Regulations issued thereunder (the "Regulations") or a
change in Michigan law changing the character of the Notes may in
the future permit the issuance of general obligation limited tax
notes on a tax-exempt basis, and, in view of this expectation,
the County, through the offices of the Treasurer, shall issue
tax-exempt notes or issue obligations to refund any or all
outstanding Notes issued as taxable obligations, at the time, on
the terms, and to the extent set forth in this Article X.
1002. Timing of Refunding. The aforementioned refunding
obligations (the "Refunding Notes") shall be issued after the
effective date of any change in the Code, Regulations, Internal
Revenue Service pronouncements or judicial rulings which, as
confirmed by the written opinion of bond counsel, permit the
refunding of all or some of the outstanding Notes with proceeds
from obligations the interest on which is excluded from gross
income for purposes of Federal income tax.
1003. Extent of Refunding. Subject to the other provisions
of this Section 1003, the Refunding Notes shall refund all Notes
outstanding at or after the effective date of any change in the
law described in Section 1002. This Section 1003 shall not,
22
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however, be construed to require the refunding of any Note prior
to the time such Note may be refunded on a tax-exempt basis, nor
shall this Section 1003 be construed to require the refunding of
any Note, if that refunding would result in greater cost to the
County (including interest expense, professional fees and
administrative outlays) than would arise if the Note were to
remain outstanding.
1004. Confirmatory Action. Subsequent to any change in the
law described in Section 1002, the Board shall convene to
consider any terms of the Refunding Bonds requiring specific
ratification by the Board.
1005. Arbitrage Covenant and Tax Law Compliance. In the
event tax-exempt Notes or Refunding Notes are issued pursuant to
this Article X, the following covenants shall be observed by the
County:
(i) the County will _make no use_of the proceeds
of the Notes or Refunding Notes and will undertake no other
intentional act with respect to the Notes or Refunding Notes
which, if such use or act had been reasonably expected on the
date of issuance of the Notes or Refunding Notes or if such use
or act were intentionally made or undertaken after the date of
issuance of the Notes or Refunding Notes, would cause the Notes
or Refunding Notes to be "arbitrage bonds," as defined in Section
148 of the Internal Revenue Code of 1986, as amended (the
"Code"), in the Regulations promulgated under Sections 103 and
148 of the Code or in any successor or supplementary provision of
law hereinafter promulgated,
(ii) the County will undertake all actions as
shall be necessary to maintain the Notes or Refunding Notes as
obligations the interest on which qualifies for the tax exemption
provided by Section 103(a) of the Code, including, where
appropriate and without limitation, filing informational returns
with the Secretary of Treasury, keeping accurate account of all
monies earned in any fund, account or sub-account authorized by
this Resolution or any resolution adopted in accordance with
Section 1004 above, certifying cumulative cash flow deficits of
the County and the local units, and investing any required
portion of the gross proceeds of the Notes or Refunding Notes,
whether on behalf of the County or the local units, in tax-exempt
obligations or State and Local Government Series obligations, and
(iii) the County will make timely payment to the
United States of any investment earnings, realized by the County
on the gross proceeds of the Notes or Refunding Notes, as may be
subject to rebate under Section 148(f) of the Code, and, to the
extent required under applicable law or deemed by the Treasurer
to be in the best interest of the County pursuant to written
order, the County's obligation to make such payment to the United
States shall also account for excess investment earnings realized
by local units on all or a portion of the gross proceeds
23
•4 ,04
distributed to, and held by, the local units pursuant to Section
702.
(iv) the Treasurer shall be directed to take such
actions and to enter into such agreements and certifications, on
behalf of the County, as the Treasurer shall deem necessary or
appropriate to comply with the foregoing covenants.
1006. Undertaking to Provide Continuing Disclosure. If
necessary, this Board of Commissioners, for and on behalf of the
County of Oakland, hereby covenants and agrees, for the benefit
of the beneficial owners of the Notes to be issued by the County,
to enter into a written undertaking (the "Undertaking") required
by 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 substantially in the form as approved by
the Underwriter of the Notes. The Undertaking shall be
enforceable by the beneficial owners of Notes or by the
Underwriter on behalf of such beneficial owners (provided that
the Underwriter's right to enforce the provisions of the
Undertaking shall be limited to a right to obtain specific
enforcement of the County's obligations hereunder and under the
Undertaking), and any failure by the County to comply with the
provisions of the Undertaking shall not be deemed a default with
respect to the Notes.
The County Treasurer or other officer of the County charged
with the responsibility for issuing the Notes shall provide a
Continuing Disclosure Certificate for inclusion in the transcript
of proceedings, setting forth the terms of the County's
Undertaking.
Mr. Chairperson, on behalf of the Finance Committee, I move
the adoption of the foregoing resolution.
FINANCE COMMITTEE
24
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Resolution #05016 February 17, 2005
Moved by Rogers supported by Suarez the resolutions on the Consent Agenda be adopted (with
accompanying reports being accepted and appointments being confirmed).
AYES: Coulter, Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Melton,
Middleton, Molnar, Moss, Nash, Patterson, Rogers, Scott, Suarez, Wilson, Woodward,
Bullard. (20)
NAYS: None. (0)
A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted (with
accompanying reports being accepted and appointments being confirmed).
"MEM
I WHY APPROVE TIE FRCVS OM
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, 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 February 17, 2005
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 February, 2005.
Ruth -Jefonv, County Clerk