Loading...
HomeMy WebLinkAboutResolutions - 2005.09.22 - 28017September 1, 2005 Miscellaneous Resolution #05186 BY: PLANNING AND BUILDING COMMITTEE CHARLES E. PALMER, CHAIRPERSON IN RE: DRAIN COMMISSIONER — OAKLAND COUNTY OXFORD TOWNSHIP WATER SUPPLY SYSTEM BOND RESOLUTION TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, the Charter Township of Oxford (the "Township") and the County of Oakland (the "County") have entered into the Oakland County Oxford Township Water Supply System Contract dated as of March 1, 2005 (the "Contract"), pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended ("Act 342), and especially Sections 5a, 5b and Sc thereof with respect to the acquisition, construction, and financing of facilities constituting the Oakland County Oxford Township Water Supply System (the "Project"); and WHEREAS, an estimate of the cost of the Project in the amount of $17,725,000 has been prepared and has been approved by the Board of Commissioners of the County; and WHEREAS, this Board of Commissioners desires to proceed with the acquisition, construction and financing of the Project and the issuance of bonds of the County, in one or more series, in an aggregate principal amount of not to exceed $17,725,000 to defray all or part of the cost of the Project. THEREFORE, BE IT RESOLVED by the Board of Commissioners of the County of Oakland, Michigan, as follows: Planning & Building Committee Vote: Motion carried unanimously with Douglas absent 1. AUTHORIZATION OF BONDS — PURPOSE. Bonds of the County aggregating the principal sum of not to exceed Seventeen Million Seven Hundred Twenty-Five Thousand Dollars ($17,725,000) shall be issued and sold in one or more series pursuant to the provisions of Act 342, and other applicable statutory provisions, for the purpose of defraying all or part of the cost of the Project. 2. BOND DETAILS. The bonds shall be designated "Oakland County Oxford Township Water Supply System Bonds, Series ," with the year and a letter as determined by the County Agency to be inserted in the blank in the name of each series of bonds; shall be issued in one or more series in such aggregate principal amounts as determined by the County Agency; shall be dated as of the date approved by the County Agency; shall be numbered from 1 upwards; shall be fully registered; shall be in the denomination of $5,000 each or any integral multiple thereof not exceeding the aggregate principal amount for each maturity at the option of the purchaser thereof; shall bear interest at a rate or rates not exceeding 7% per annum as shall be determined by the County Agency at the time of sale; shall be payable as to interest on such dates as shall be determined by the County Agency; and shall be serial bonds and/or term bonds and mature in such amounts and on such dates and in such years as shall be determined by the County Agency; provided, however, that the final maturity of a series of bonds shall not be more than 30 years after the date that such series of bonds is delivered to the initial purchasers thereof. 3. PAYMENT OF PRINCIPAL AND INTEREST. The principal of and interest on the bonds shall be payable in lawful money of the United States. Principal shall be payable upon presentation and surrender of the bonds to the bond registrar and paying agent as they severally mature. Interest shall be paid to the registered owner of each bond as shown on the registration books at the close of business on the 15th day of the calendar month preceding the month in which the interest payment is due. Interest shall be paid when due by check or draft drawn upon and mailed by the bond registrar and paying agent to the registered owner at the registered address. -2- 4. BOOK-ENTRY SYSTEM. Initially, one fully-registered bond for each maturity, in the aggregate amount of such maturity, shall be issued in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC") for the benefit of other parties (the "Participants") in the book-entry-only transfer system of DTC. In the event the County determines that it is in the best interest of the County not to continue the book-entry system of transfer or that the interests of the holders of the bonds might be adversely affected if the book-entry system of transfer is continued, the County may notify DTC and the bond registrar and paying agent, whereupon DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the bond registrar and paying agent shall deliver, transfer and exchange bond certificates as requested by DTC and any Participant or "beneficial owner" in appropriate amounts in accordance with this Resolution. DTC may determine to discontinue providing its services with respect to the bonds at any time by giving notice to the County and the bond registrar and paying agent and discharging its responsibilities with respect thereto under applicable law or the County may determine that DTC is incapable of discharging its duties and may so advise DTC. In either such event, the County shall use reasonable efforts to locate another securities depository. Under such circumstances (if there is no successor securities depository), the County and the bond registrar and paying agent shall be obligated to deliver bond certificates in accordance with the procedures established by this Resolution. In the event bond certificates are issued, the provisions of this Resolution shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the County and the bond registrar and paying agent to do so, the County and the bond registrar and paying agent shall cooperate with DTC in taking appropriate action after reasonable notice to make available one or more separate certificates evidencing the bonds to any Participant having bonds certified to its DTC account or to arrange for another securities depository to maintain custody of certificates evidencing the bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to -3- the principal of, interest on and redemption premium, if any, on such bonds and all notices with respect to the bonds shall be made and given, respectively, to DTC as provided in the Blanket Issuer Letter of Representations relating to the bonds. The County Treasurer and the County Agency are each authorized to sign the Blanket Issuer Letter of Representations on behalf of the County, in such form as the such officer deems necessary or appropriate in order to accomplish the issuance of the bonds in accordance with law and this Resolution. 5. OPTIONAL PRIOR REDEMPTION. The bonds shall be subject to redemption prior to maturity upon such terms and conditions as shall be determined by the County Agency. 6. BOND REGISTRAR AND PAYING AGENT. The County Treasurer shall designate, and may enter into an agreement with, a bond registrar and paying agent for the bonds which shall be a bank or trust company located in the State of Michigan which is qualified to act in such capacity under the laws of the United States of America or the State of Michigan. The County Treasurer from time to time as required may designate a similarly qualified successor bond registrar and paying agent. 7. EXECUTION, AUTHENTICATION AND DELIVERY OF BONDS. The bonds shall be executed in the name of the County by the facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and authenticated by the manual signature of an authorized representative of the bond registrar and paying agent, and the seal of the County (or a facsimile thereof) shall be impressed or imprinted on the bonds. After the bonds have been executed and authenticated for delivery to the original purchaser thereof, they shall be delivered by the County Treasurer to the purchaser upon receipt of the purchase price. Additional bonds bearing the facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and upon which the seal of the County (or a facsimile thereof) is impressed or imprinted may be delivered to the bond registrar and paying agent for authentication and delivery -4- in connection with the exchange or transfer of bonds. The bond registrar and paying agent shall indicate on each bond the date of its authentication. 8. EXCHANGE AND TRANSFER OF BONDS. Any bond, upon surrender thereof to the bond registrar and paying agent with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney, at the option of the registered owner thereof. may be exchanged for bonds of any other authorized denominations of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. Each bond shall be transferable only upon the books of the County, which shall be kept for that purpose by the bond registrar and paying agent, upon surrender of such bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney. Upon the exchange or transfer of any bond, the bond registrar and paying agent on behalf of the County shall cancel the surrendered bond and shall authenticate and deliver to the transferee a new bond or bonds of any authorized denomination of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. If, at the time the bond registrar and paying agent authenticates and delivers a new bond pursuant to this section, payment of interest on the bonds is in default, the bond registrar and paying agent shall endorse upon the new bond the following: "Payment of interest on this bond is in default. The last date to which interest has been paid is •11 The County and the bond registrar and paying agent may deem and treat the person in whose name any bond shall be registered upon the books of the County as the absolute owner of such bond, whether such bond shall be overdue or not, for the purpose of receiving payment of the principal of and interest on such bond and for all other purposes, and all payments made to any such registered owner, or upon his order, in accordance with the provisions of Section 3 of -5- this Resolution shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid, and neither the County nor the bond registrar and paying agent shall be affected by any notice to the contrary. The County agrees to indemnify and save the bond registrar and paying agent harmless from and against any and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without negligence hereunder, in so treating such registered owner. For every exchange or transfer of bonds, the County or the bond registrar and paying agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. 9. FORM OF BONDS. The bonds shall be in substantially the following form, with such additions, deletions and modifications as are approved by the County Agency and consistent with the terms of this Resolution: [FORM OF BOND] UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND OAKLAND COUNTY OXFORD TOWNSHIP WATER SUPPLY SYSTEM BOND, SERIES INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP Registered Owner: Principal Amount: The County of Oakland, State of Michigan (the "County") acknowledges itself indebted to and for value received hereby promises to pay to the Registered Owner identified above, or registered assigns. the Principal Amount set forth above on the Maturity Date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender of this bond at in the city of Michigan, the bond registrar and paying agent, and to pay to the Registered Owner, as shown on the registration books at the close of business on the 15 th day of the calendar month preceding the month in which an interest payment is due, by check or draft drawn upon and mailed by the bond registrar and paying agent by first class mail postage prepaid to the Registered Owner at the registered address, interest on such Principal Amount from the Date of Original Issue or such later date through which interest shall have been paid until the County's obligation with respect to the payment of such Principal Amount is discharged at the rate per annum specified above. Interest is payable on the first days of and in each year, commencing 1, 200_. Principal and interest are payable in lawful money of the United States of America. This bond is one of a series of bonds aggregating the principal sum of Dollars ($ ) issued by the County under and pursuant to and in full conformity with the Constitution and Statutes of Michigan (especially Act No. 342, Public Acts of 1939, as amended) and a bond authorizing resolution adopted by the Board of Commissioners of the County (the "Resolution") for the purpose of defraying part of the cost of acquiring and constructing water supply system facilities to serve the County and the Charter Township of Oxford (the "Township"). The bonds of this series are issued in anticipation of payments to be made by the Township, in the aggregate principal amount of Dollars ($ ), pursuant to a contract between the -7- County and the Township. The full faith and credit of the Township have been pledged to the prompt payment of the foregoing amount and the interest thereon as the same become due. As additional security the full faith and credit of the County have been pledged for the prompt payment of the principal of and interest on the bonds of this series. Taxes levied by the Township and the County to pay the principal of and interest on the bonds of this series are subject to constitutional and statutory tax limitations. This bond is transferable, as provided in the Resolution, only upon the books of the County kept for that purpose by the bond registrar and paying agent, upon the surrender of this bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the Registered Owner or his attorney duly authorized in writing. Upon the exchange or transfer of this bond a new bond or bonds of any authorized denomination, in the same aggregate principal amount and of the same interest rate and maturity, shall be authenticated and delivered to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges, if any, therein provided. Bonds so authenticated and delivered shall be in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount for each maturity. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. MANDATORY PRIOR REDEMPTION Bonds maturing in the year are subject to mandatory prior redemption at par and accrued interest as follows: Principal Amount of Redemption Date Bonds to be Redeemed Bonds or portions of bonds to be redeemed by mandatory redemption shall be selected by lot. (REPEAT IF MORE THAN ONE TERM BOND) OPTIONAL PRIOR REDEMPTION Bonds maturing prior to 1, 200, are not subject to redemption prior to maturity. Bonds maturing on and after 1, 200 , are subject to redemption prior to maturity at the option of the County, in such order as shall be determined by the County, on any one or more interest payment dates on and after 1, 200_. Bonds of a denomination -8- greater than $5,000 may be partially redeemed in the amount of $5,000 or any integral multiple thereof. If less than all of the bonds maturing in any year are to be redeemed, the bonds or portions of bonds to be redeemed shall be selected by lot. The redemption price shall be the par value of the bond or portion of the bond called to be redeemed plus interest to the date fixed for redemption and a premium as follows: % of the par value of each bond called for redemption on or after 1, 200_, but prior to 1, 200_; % of the par value of each bond called for redemption on or after 1, 200. but prior to 1, 200_; No premium if called for redemption on or after 1, 200_. Not less than thirty days' nor more than sixty days' notice of redemption shall be given to the holders of bonds called to be redeemed by mail to the registered holder at the registered address. Bonds or portions of bonds called for redemption shall not bear interest after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the bonds of this series, existed, have happened and have been performed in due time, form and manner as required by law, and that the total indebtedness of the County, including the series of bonds of which this bond is one, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and its corporate seal (or a facsimile thereof) to be impressed or imprinted hereon. This bond shall not be valid unless the Certificate of Authentication has been manually executed by an authorized representative of the bond registrar and paying agent. COUNTY OF OAKLAND By: Chairperson, Board of Commissioners [SEAL] And: County Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (please print or type name, address and taxpayer identification number of transferee) the within bond and all rights thereunder and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. [END OF BOND FORM] 10. SECURITY. The bonds shall be issued in anticipation of payments to be made by the Township pursuant to the Contract. The bonds shall be secured primarily by the full faith and credit pledge made by the Township in the Contract pursuant to the authorization contained in Act 342. As additional and secondary security the full faith and credit of the County are pledged for the prompt payment of the principal of and interest on the bonds as the same shall become due. If the Township shall fail to make a payment to the County which is sufficient to pay the principal of, premium, if any, and interest on the bonds as the same shall become due, then an amount sufficient to pay the deficiency shall be advanced from the general fund of the County. Taxes imposed by the County shall be subject to constitutional and statutory limitations. 11. DEFEASANCE. In the event cash or direct obligations of the United States or obligations the principal of and interest on which are guaranteed by the United States, or a combination thereof, the principal of and interest on which, without reinvestment, come due at times and in amounts sufficient to pay, at maturity or irrevocable call for earlier optional redemption, the principal of, premium, if any, and interest on the bonds, or any portion thereof, shall have been deposited in trust, this Resolution shall be defeased with respect to such bonds, and the owners of the bonds shall have no further rights under this Resolution except to receive payment of the principal of, premium, if any, and interest on such bonds from the cash or securities deposited in trust and the interest and gains thereon and to transfer and exchange bonds as provided herein. 12. PRINCIPAL AND INTEREST FUND. There shall be established for the bonds a Principal and Interest Fund which shall be kept in a separate bank account, provided, however. that such Principal and Interest Fund may be pooled or combined for deposit or investment purposes with other debt retirement funds created for nonvoted debt of the County (other than any special assessment debt). From the proceeds of the sale of the bonds there shall be set aside in the Principal and Interest Fund any premium and accrued interest received from the purchaser of the bonds at the time of delivery of the same. All payments received from the Township -13- pursuant to the Contract are pledged for payment of the principal of and interest on the bonds and expenses incidental thereto and as received shall be placed in the Principal and Interest Fund. 13. CONSTRUCTION FUND. The remainder of the proceeds of the sale of the bonds shall be set aside in a construction fund for the Project and used to defray the cost of the Project in accordance with the provisions of the Contract. 14. APPROVAL OF MICHIGAN DEPARTMENT OF TREASURY — EXCEPTION FROM PRIOR APPROVAL. The issuance and sale of the bonds shall be subject to the County obtaining qualified status or prior approval from the Department of Treasury of the State of Michigan pursuant to Act 34, Public Acts of Michigan, 2001, as amended ("Act 34"), and, if necessary, the County Treasurer and County Agency are each hereby authorized and directed to make application to the Department of Treasury for approval to issue and sell the bonds as provided by the terms of this Resolution and by Act 34. The County Treasurer and County Agency are authorized to pay any filing fees required in connection with obtaining qualified status or prior approval from the Department of Treasury. The County Treasurer and County Agency are further authorized to request such waivers of the requirements of the Department of Treasury or Act 34 as necessary or desirable in connection with the sale of the bonds. 15. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF BONDS. The County Agency is hereby authorized to determine the principal amount of each series of bonds to be sold and to determine the other bond details as described in Section 2 hereof and the terms and conditions for prior redemption as described in Section 5 hereof. The County Agency shall prescribe the form of notice of sale for the bonds; sell the bonds at a competitive sale at a price not less than 99% nor more than 102% of par, plus accrued interest, in accordance with the provisions of Act 34 and other applicable laws of this state: and do all things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the bonds in accordance with the provisions of this Resolution. -14- 16. REPLACEMENT OF BONDS. Upon receipt by the County Treasurer of proof of ownership of an unmatured bond, of satisfactory evidence that the bond has been lost, apparently destroyed or wrongfully taken and of security or indemnity which complies with applicable law and is satisfactory to the County Treasurer, the County Treasurer may authorize the bond registrar and paying agent to deliver a new executed bond to replace the bond lost, apparently destroyed or wrongfully taken in compliance with applicable law. In the event an outstanding matured bond is lost, apparently destroyed or wrongfully taken, the County Treasurer may authorize the bond registrar and paying agent to pay the bond without presentation upon the receipt of the same documentation required for the delivery of a replacement bond. The bond registrar and paying agent, for each new bond delivered or paid without presentation as provided above, shall require the payment of expenses, including counsel fees, which may be incurred by the bond registrar and paying agent and the County in the premises. Any bond delivered pursuant the provisions of this Section 16 in lieu of any bond lost, apparently destroyed or wrongfully taken shall be of the same form and tenor and be secured in the same manner as the bond in substitution for which such bond was delivered. 17. OFFICIAL STATEMENT. The County Agency and the County Treasurer are each authorized to cause the preparation of an official statement for the bonds for the purpose of enabling compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule") and to do all other things necessary to enable compliance with the Rule. After the award of the bonds, the County will provide copies of a "final official statement" (as defined in paragraph (e)(3) of the Rule) on a timely basis and in reasonable quantity as requested by the successful bidder or bidders to enable such bidder or bidders to comply with paragraph (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board. 18. CONTINUING DISCLOSURE. The County Treasurer is authorized to execute a certificate of the County, constituting an undertaking to provide ongoing disclosure about the County for the benefit of the holders of the bonds as required under paragraph (b)(5) of the Rule, -15- and amendments to such certificate from time to time in accordance with the terms of the certificate (the certificate and any amendments thereto are collectively referred to herein as the "Continuing Disclosure Certificate"), The County hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, 19. TAX COVENANT. The County covenants to comply with all requirements of the Internal Revenue Code of 1986, as amended, necessary to assure that the interest on the bonds will be and will remain excludable from gross income for federal income tax purposes. The County Agency, the County Treasurer, the County Clerk and other appropriate County officials are authorized to do all things necessary to assure that the interest on the bonds will be and will remain excludable from gross income for federal income tax purposes. 20. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions insofar as they may be in conflict herewith are hereby rescinded. Mr. Chairperson, on behalf of the Planning & Building Committee, I move adoption of the foregoing resolution. Planning and Building Committee FISCAL NOTE (MISC. 105186) September 22, 2005 BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: DRAIN COMMISSIONER - OAKLAND COUNTY OXFORD TOWNSHIP WATER SUPPLY SYSTEM BOND RESOLUTION 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 is requesting that the Board of Commissioners pledge the full faith and credit of the County of Oakland for the payment of principal and interest on the Oakland County Oxford Township Water Supply System Bonds, Series 2005. 2. The bond issue is not to exceed $17,725,000 and is to be used for constructing the facilities constituting the Oakland County Oxford Township Water Supply System. 3. The Bonds shall be issued in multiple series, bear an interest rate not to exceed 7% per annum, will be in aggregate principal amounts, will mature in such years and principal amounts and will be callable prior to maturity as determined necessary by the County Agency. 4. The statutory limit for County debt is $7,345,918,835 (10% of State Equalized Value). As of July 31, 2005, the total pledged debt is $326,177,351 or approximately .44% of the S.E.V. 5. The Public Corporation participating in the Oakland County Oxford Township Water Supply System is the Charter Township of Oxford. 6. The estimated project cost of $17,725,000 will be 100% apportioned to the Charter Township of Oxford. 7. The Township of Oxford will pay for the bonds through connection fees and monthly service charges with Oxford Township citizens. 8. No budget amendment is required. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote. Resolution #05186 September 1, 2005 The Chairperson referred the resolution to the Finance Committee, There were no objections. Rutil-4ahn&tn, County Clerk Resolution #05186 September 22, 2005 Moved by Moss supported by Gregory the resolutions on the Consent Agenda, be adopted (with accompanying reports being accepted). AYES: Coleman, Coulter, Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, Kowa Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter, Scott, Wilson, Woodward, Zack, Bullard. (23) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted (with accompanying reports being accepted). I MY ANIN THE FORM. MTN 47/ /0C--# 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 September 22, 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 22nd day of September, 2005.