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HomeMy WebLinkAboutResolutions - 2006.05.11 - 28237MISCELLANEOUS RESOLUTION 106088 May 11, 2006 BY: Finance Committee, Chuck Moss, Chair IN RE: Resolution Approving Escrow Agreement for the Defeasance of Part of the Outstanding Oakland County Building Authority Bonds, Series 2002A Prior to Maturity TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS, the Oakland County Building Authority, Michigan (the "Authority"), pursuant to Act No. 31, Public Acts of Michigan, 1948 (First Extra Session), as amended (the "Act"), issued its $5,200,000 Oakland County Building Authority, Building Authority Bonds, Series 2002A (the "Bonds"); and WHEREAS, the Authority has requested that the County authorize the use part of the proceeds of the bonds that are not expected to be expended on the project to defease such Bonds with maturities and interest rates as set forth in EXHIBIT A, (such bonds referred to as the "BONDS TO BE DEFEASED") in an amount not to exceed $900,000.00 and to pay the costs of defeasing said Bonds; and WHEREAS, pursuant to Act No. 202, Public Acts of Michigan, 1943, as amended, in order that the BONDS TO BE DEFEASED may be properly defeased utilizing proceeds of the bonds, the Authority must enter into an agreement with a bank or trust company; NOW, THEREFORE, BE IT RESOLVED BY THE COUNTY BOARD OF COMMISSIONERS, OAKLAND COUNTY, MICHIGAN as follows: 1. The County hereby approves the defeasance of a portion of the Bonds as described in EXHIBIT A 2. The County further consents to the Authority entering into an escrow agreement attached hereto EXHIBIT B, dated as of May 1, 2006 (the "Escrow Agreement") with a bank or trust company designated by the Treasurer. 3. The Authority and Axe & Ecklund, P.C., bond counsel, are instructed to take whatever steps are necessary to effect the defeasance and call of the BONDS TO BE DEFEASED. 4. All resolutions and parts of resolution, insofar as the same may be in conflict herewith, are hereby rescinded. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE ,e1..„(4/ FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Woodward absent. CERTIFICATION OF PROCEEDINGS The undersigned, being the duly qualified and acting Clerk of the Oakland County, Michigan, hereby certifies that (1) the foregoing is a true and complete copy of a resolution duly adopted by this Board of Commissioners at a meeting held on , 200_, (2) that an original thereof is on file in the records of my office, (3) the meeting was conducted, and public notice thereof was given, pursuant to and in full compliance with the Open Meetings Act (Act No. 267, Public Acts of Michigan, 1976, as amended) and (4) the minutes of such meeting were kept and will be or have been made available as required thereby. DATED: , 2006 Ruth A. Johnson, Oakland County Clerk dmh.DF-OAK168(ba) 2 EXHIBIT A $5,200,000 OAKLAND COUNTY BUILDING AUTHORITY BUILDING AUTHORITY BONDS, SERIES 2002A Dated as of August 1, 2002 Defeasance Date: April 12, 2006 BONDS TO BE DEFEASED Principal Rate $150,000 4.625% 350,000 4.750 350,000 4.750 CUSIPS* 672423 GV6 672423 GW4 672423 GX2 Maturity Date September 1, 2020 September 1, 2021 September 1, 2022 Bond Registrar and Paying Agent: US Bank National Association (f/k/a/ National City Bank of Michigan/Illinois) 535 Griswold Suite 550 Detroit, MI 48226 dmh.RD-OAK 1 6 8 (13 a) EXHIBIT B ESCROW AGREEMENT OAKLAND COUNTY BUILDING AUTHORITY This escrow agreement (the "Agreement"), dated as of May 1, 2006, is between the Oakland County Building Authority, County of Oakland, Michigan (the "Authority") and Huntington National Bank, Columbus, Ohio, as escrow agent (the "Escrow Agent"). WHEREAS, the Authority has previously issued its Oakland County Building Authority, Building Authority Bonds, Series 2002A, dated August I, 2002 (the "Bonds") of which the principal amount listed below remains outstanding and the principal amount listed below will be defeased (referred to as the "BONDS TO BE DEFEASED"): Bonds Oakland County Building Authority Building Authority Bonds, Series 2002A Outstanding Principal $4,650,000 maturing in the years 2006 thru 2022 Principal to be Defeased $850,000 maturing in the years 2020 thru 2022 all bearing interest, due as to principal and subject to defeasance as more fully described in APPENDIX I to this Agreement. WHEREAS, for the purpose of calling the BONDS TO BE DEFEASED the Authority has, pursuant to a resolution adopted on April 12, 2006 (the "Resolution"), authorized the defeasance of said Bonds, as designated and described in the Resolution; and WHEREAS, pursuant to the Resolution, the Escrow Agent has been appointed by the Authority for the purpose of assuring the payment of the principal of, premium (if any) and interest on the BONDS TO BE DEFEASED and the Chairperson and Secretary of the Commission of the Authority have been authorized and directed to execute this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth below the Authority and the Escrow Agent agree as follows for the respective equal and proportionate benefit and security of the holders of the Bonds; Section 1. Appointment of Escrow Agent. The Escrow Agent is hereby appointed and agrees to act in such capacity to comply with all requirements of this Agreement, and to be custodian of the escrow fund (the "Escrow Fund"), to perform its duties as custodian of the Escrow Fund created under this Agreement, but only upon and subject to the following express terms and conditions: (a) The Escrow Agent may perform any of its duties by or through attorneys, agents, receivers but shall not be answerable for the conduct of the same if appointed in accordance with the standards specified in this Agreement and shall be entitled to advice of counsel concerning all matters of and the duties under this Agreement, and may in all cases pay such reasonable compensation to such counsel and in addition to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the same. The Escrow Agent may act upon the opinion or advice of any counsel. The Escrow Agent shall not be responsible for any loss or damage resulting from any action or non-action taken in good faith in reliance upon such opinion or advice. (b) The Escrow Agent shall not be responsible for any recital in this Agreement or for the validity of the execution by the Authority of this Agreement or of any supplements to it or instruments of further assurance. The Escrow Agent shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the All of the Authority, except as set forth in this Agreement. The Escrow Agent shall be only obligated to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. (c) The Escrow Agent may become the owner of the Bonds with the same rights which it would have if not Escrow Agent. (d) The Escrow Agent shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telex, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Escrow Agent pursuant to this Agreement upon the request or consent of any person who at the time of making such request or consent is the owner of any of said Bonds, shall be conclusive and binding upon all future owners of the same Bonds. (e) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Escrow Agent shall be entitled to rely upon a certificate of the Authority signed by (i) the Chairperson of the Commission of the Authority or (ii) any other duly authorized person as sufficient evidence of the facts contained in it, but may secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Escrow Agent may accept a certificate of the Chairperson of the Commission of the Authority to the effect that a resolution in the form attached to such certificate has been adopted by the 2 Authority as conclusive evidence that such resolution has been duly adopted, and is in full force and effect. (f) The permissive right of the Escrow Agent to do things enumerated in this Agreement shall never be construed as a duty. The Escrow Agent shall only be responsible for the performance of the express duties outlined in this Agreement and shall not be answerable for other than its gross negligence or willful default in the performance of those express duties. (g) At any and all reasonable times the Escrow Agent and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right fully to inspect any and all of the books, papers and records of the Authority pertaining to the Bonds, and to take such memoranda from and in regard to the same as may be desired. (h) The Escrow Agent shall not be required to give any bond or surety in respect of the execution of the powers contained in or otherwise in respect to this Agreement. (i) Before taking any action under this Agreement (except making investments, collecting investments and making payments to the paying agents with respect to the Bonds) the Escrow Agent may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability except liability which is adjudicated to have resulted from gross negligence or willful default by reason of any action so taken. (j) The Escrow Agent shall be, and hereby is indemnified and saved harmless by the Authority from all losses, liabilities, costs and expenses, including attorney fees and expenses, which may be incurred by it as a result of its acceptance of the Escrow Account or arising from the performance of its duties hereunder, unless such losses, liabilities, costs and expenses shall have been finally adjudicated to have resulted from the bad faith or gross negligence of the Escrow Agent, and such indemnification shall survive its resignation or removal, or the termination of this Agreement. (k) The Escrow Agent shall, in the event that (i) any dispute shall arise between the parties with respect to the disposition or disbursement of any of the assets held hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement whether because of conflicting demands by the other parties hereto or otherwise, be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The parties hereto 3 other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to the same. (1) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the parties to this Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other Agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT'S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (m) Any banking association or corporation into which the Escrow Agent may be merged converted or with which the Escrow Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (n) In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, it its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled set aside or vacated. 4 Bonds Oakland County Building Authority Building Authority Bonds, Series 2002A Principal to Principal to be Defeased $820,000 maturing in the years 2020 thru 2022 Section 2. Escrow Fund. On June 1, 2006 the Authority will irrevocably deposit with the Escrow Agent for the account of the County from the monies on deposit from its Oakland County Building Authority Building Authority Bonds Series 2002A, along with pro-rata interest earnings on said bond proceeds to establish an Escrow Fund for the BONDS TO BE DEFEASED in an amount which together with the investment income therefrom, shall be held in the Escrow Fund to be maintained by the Escrow Agent and used (i) to pay the principal and interest on all of the BONDS TO BE DEFEASED when due from the date hereof to and including September 1, 2011 (the "Redemption Date"); and (ii) to redeem on said Redemption Date part of the principal amount maturing in the year 2020 and the principal amounts maturing in the years 2021 and 2022 at a redemption price of 100% of the principal amount, as set forth with Section 3 hereof. Section 3. Redemption of part of the BONDS TO BE DEFEASED. The Authority will redeem, prior to their scheduled maturity, BONDS TO BE DEFEASED as follows: The Authority by execution of this Escrow Agreement, hereby authorizes the Escrow Agent at the expense of the Authority to give the paying agent for the Bonds irrevocable instructions to call the BONDS TO BE DEFEASED. The Escrow Agent shall give to the paying agent for the Bonds such notice not more than sixty (60) nor less than forty-five (45) days prior to the redemption date, September 1, 2011, in substantially The form attached to this Agreement as APPENDIX II. If necessary, the paying agent for the Bonds shall publish said notice, as set forth in APPENDIX II and mail such notice to the registered owner or owners at the addresses listed on the registration books of the Authority maintained by the paying agent for the Bonds. Section 4. Investments. As directed by the Authority, moneys deposited in the Escrow Fund shall be immediately invested in direct obligations of the United States of America and/or obligations the principal of, premium (if any) and interest on which are fully guaranteed by the United States of America, as described on APPENDIX III ("Investment Securities"), except for one dollar and twenty cents ($1.20) which will be held in the Escrow Fund as the beginning balance for the BONDS TO BE DEFEASED. The Escrow Agent agrees to cause to be purchase United States Government Obligations known as "SLGS" (State and Local Government Series) from the United States Department of Treasury on the date shown in APPENDIX III. 5 The investment income from the Investment Securities in the Escrow Fund shall be credited to the Escrow Fund and shall not be reinvested. The Escrow Agent shall not sell any Investment Securities. All moneys not invested as provided in this Agreement shall be held by the Escrow Agent as a trust deposit. Section 5. Use of Moneys. Except as expressly provided in this Agreement, no paying agents' fees for the payment of principal of, redemption premium or interest on the Bonds or other charges may be paid from the escrowed moneys or Investment Securities prior to retirement of all of the BONDS TO BE DEFEASED, and the Authority agrees that it will pay all such fees from its other legally available funds as such payments become due prior to such retirement. Section 6. Deficiency in Escrow Fund. At such time or times as there shall be insufficient funds on hand in the Escrow Fund for the payment of principal of, premium (if any)_ and interest falling due on the BONDS TO BE DEFEASED, the Escrow Agent shall promptly notify the Authority of such deficiency, as provided for under Section 12 below. Section 7. Reports to Authority. The Escrow Agent shall deliver to the Chairperson of the Commission of the Authority a semi-annual statement reflecting each transaction relating to the Escrow Fund; and on or before the first day of February of each year shall deliver to the Authority a list of assets of the Escrow Fund as of December 31 of such year and an operating statement for the Escrow Fund for the year then ended. Section 8. Fees of Escrow Agent. The Escrow Agent agrees with the Authority that the charges, fees and expenses of the Escrow Agent throughout the term of this Agreement shall be the total sum of Two Thousand Dollars ($2,000.00) payable on the date of closing, which charges, fees and expenses shall be paid from monies deposited with the Escrow Agent from available funds of the Authority. Section 9. Payments from Escrow Fund. The Escrow Agent shall without further authorization or direction from the Authority, collect the principal of and interest on the Investment Securities promptly as the same shall become due and, to the extent that Investment Securities and moneys are sufficient for such purpose, shall make timely payments out of the Escrow Fund to the proper paying agent or agents or their successors for the BONDS TO BE DEFEASED, of moneys sufficient for the payment of the principal of, premium (if any) and interest on such Bonds as the same shall become due and payable, all as set out in APPENDIX IV and APPENDIX V. The payments so forwarded or transferred shall be made in sufficient time to permit the payment of such principal of, redemption premium and interest by such paying agent or agents without default. The Authority represents and warrants that the Escrow Fund will be sufficient to make the foregoing and all other payments required under this 6 Agreement. The proper paying agent for the Bonds is shown in APPENDIX I. When the aggregate total amount required for the payment of principal of, premium (if any) and interest on the BONDS TO BE DEFEASED has been paid to the paying agent as provided above, the Escrow Agent shall transfer any moneys or Investment Securities then held under this Agreement for the BONDS TO BE DEFEASED to the Authority, and this Agreement shall cease. Section 10. Interest of Bondholders Not Affected. The Escrow Agent and the Authority recognize that the holders from time to time of the Bonds have a beneficial and vested interest in the Investment Securities and moneys to be held by the Escrow Agent as provided in this Agreement. It is therefore recited, understood and agreed that this Agreement shall not be subject to revocation or amendment and no moneys on deposit in the Escrow Fund for the BONDS TO BE DEFEASED can be used in any manner for another series. Section 11. Escrow Agent Not Obligated. None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance and of its own moneys or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights or powers under this Agreement. The Escrow Agent shall be under no liability for interest on any funds or other property received by it under this Agreement, except as expressly provided. Section 12. Payment of Other Amounts. The Authority agrees that it will promptly and without delay remit to the Escrow Agent such additional sum or sums of money as may be necessary to assure the payment of any BONDS TO BE DEFEASED and to fully pay and discharge any obligation or obligations or charges, fees or expenses incurred by the Escrow Agent in carrying out any of the duties, terms or provisions of this Agreement that are in excess of the sums provided for under Section 4 and Section 6 above. Section 13. Segregation of Funds. The Escrow Agent shall hold the Investment Securities and all moneys received by it from the collection of, principal and interest on the Investment Securities, and all moneys received from the Authority under this Agreement, in a separate escrow account. Section 14. Resignation of Escrow Agent. The Escrow Agent may resign as such following the giving of thirty (30) days prior written notice to the Authority. Similarly, the Escrow Agent may be removed and replaced following the giving of thirty (30) days prior written notice to the Escrow Agent by the Authority. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after the date of such notice (or as of such earlier date as may be mutually agreeable) and the Escrow Agent shall then deliver the balance of the Escrow Fund then in its possession to a successor Escrow Agent as shall be appointed by the Authority. 7 If the Authority shall have failed to appoint a successor prior to the expiration of thirty (30) days following the date of the notice of resignation or removal, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief and any such resulting appointment shall be binding upon the Authority. Upon acknowledgment by any successor Escrow Agent of the receipt of the then remaining balance of the Escrow Fund, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities, and obligations under this Agreement. Section 15. Benefit. This Agreement shall be for the sole and exclusive benefit of the Authority, the Escrow Agent and the holders of the Bonds. With the exception of rights expressly conferred in this Agreement, nothing expressed in or to be implied from this Agreement is intended or shall be construed to give to any person other than the parties set forth above, any legal or equitable right, remedy or claim under or in respect to this Agreement. Section 16. Severability. If any provision of this Agreement shall be held or deemed to be invalid or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions contained in this Agreement or render the same invalid, inoperative or unenforceable to any extent whatsoever. Section 17. Notices. Any notice, request, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed, by registered or certified mail, postage prepaid or sent by facsimile transmission, except reports as required in Section 7 which may be delivered by regular mail, as follows: If to the Authority: Oakland County Building Authority Treasurer 1200 N. Telegraph Dept. 479 Pontiac, MI 48341-0479 Attn: Patrick M. Dohany Phone: 248-858-0624 Fax: 248-858-1810 If to the Escrow Agent: Huntington National Bank Business Service Center 7 Easton Oval - EAE63 Columbus, OH 43219 Attn: Ruth F. Sowers Phone: 614-331-9559 Fax: 614-331-5862 8 The Authority and the Escrow Agent may designate any further or different addresses to which subsequent notices, requests, communications or other papers shall be sent and shall be required to provide written notification of said address change. Section 18. Costs of Issuance. Simultaneously with the transfer of monies on hand from the Authority establishing the Escrow Fund, sufficient moneys from bond proceeds shall be transferred to the Escrow Agent and used to pay all of the costs associated with the defeasance of the BONDS TO BE DEFEASED including, but not limited to, financial costs, legal fees, verification fees, printing costs, application fees and any other fees or costs incurred in connection with the heretofore mentioned defeasance. All such costs shall be authorized by the Authority, under the "Instructions to Escrow Agent for Disbursement of Expenses at Closing", and shall be paid on June 1, 2006. Section 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. 9 IN WITNESS WHEREOF, the parties to this Agreement have duly executed it by their duly authorized officers as of the date first above written. OAKLAND COUNTY BUILDING AUTHORITY By: Joel Garrett Its: Chairperson By: Harvey K. Wedell Its: Secretary HUNTINGTON NATIONAL BANK, as Escrow Agent By: Its: duh.DF-0AK168(ba) 10 APPENDIX I Date $5,200,000 OAKLAND COUNTY BUILDING AUTHORITY BUILDING AUTHORITY BONDS, SERIES 2002A Dated as of August 1, 2002 REMAINING ORIGINAL DEBT SERVICE SCHEDULE Total Fiscal Principal Coupon Interest Debt Service Total 09/01/06 03/01/07 09/01/07 03/01/08 09/01/08 03/01/09 09/01/09 03/01/10 09/01/10 03/01/11 09/01/11 03/01/12 09/01/12 03/01/13 09/01/13 03/01/14 09/01/14 03/01/15 09/01/15 03/01/16 09/01/16 03/01/17 09/01/17 03/01/18 09/01/18 03/01/19 09/01/19 03/01/20 09/01/20 03/01/21 09/01/21 03/01/22 09/01/22 $200,000.00 200,000.00 225,000.00 225,000.00 225,000.00 225,000.00 250,000.00 250,000.00 275,000.00 275,000.00 300,000.00 300,000.00 325,000.00 325,000.00 350,000.00 350,000.00 350,000.00 3.000% 3.250% 3.375% 3.500% 3.700% 3.750% 4.000% 4.000% 4,000% 4.125% 4.250% 4.300% 4.400% 4.500% 4.625% 4.750% 4.750% $95,543.75 92,543.75 92,543.75 89,293.75 89,293.75 85,496.88 85,496.88 81,559.38 81,559.38 77,396.88 77,396.88 73,178.13 73,178.13 68,178.13 68,178.13 63,178.13 63,178.13 57,678.13 57,678.13 52,006.25 52,006.25 45,631.25 45,631.25 39,181.25 39,181.25 32,031.25 32,031.25 24,718.75 24,718.75 16,625.00 16,625.00 8,312.50 8,312.50 $295,543.75 92,543.75 292,543.75 89,293.75 314,293.75 85,496.88 310,496.88 81,559.38 306,559.38 77,396.88 302,396.88 73,178.13 323,178.13 68,178.13 318,178.13 63,178.13 338,178.13 57,678.13 332,678.13 52,006.25 352,006.25 45,631.25 345,631.25 39,181.25 364,181.25 32,031.25 357,031.25 24,718.75 374,718.75 16,625.00 366,625.00 8,312.50 358,312.50 $295,543.75 385,087.50 403,587.50 395,993.75 388,118.75 379,793.75 396,356.25 386,356.25 401,356.25 390,356.25 404,012.50 391,262.50 403,362.50 389,062.50 399,437.50 383,250.00 366,625.00 RUIP/140041411 14PU1eN404R1, 14414=144149 Redemption Provisions: Bonds maturing prior to September 1, 2012, shall not be subject to redemption prior to maturity. Bonds maturing on and after September 1, 2012 shall be subject to redemption in whole or in part on any interest payment date on and after September 1, 2011, and in any order, at the option of the Authority, at par, plus accrued interest to the date fixed for redemption. Bond Registrar and Paying Agent: US Bank National Association (f/k/a/ National City Bank of Michigan/Illinois) 535 Griswold Suite 550 Detroit, MI 48226 dmh.RD-OAK 16 8(ba) APPENDIX II $5,200,000 OAKLAND COUNTY BUILDING AUTHORITY BUILDING AUTHORITY BONDS, SERIES 2002A Dated as of August 1,2002 Due September 1, 2011 NOTICE IS HEREBY GIVEN that the Oakland County Building Authority, County of Oakland, State of Michigan has called for redemption, on September 1, 2011, (the "Redemption Date"), Part of the callable outstanding Oakland County Building Authority, Building Authority Bonds, Series 2002A (the "Bonds"), pursuant to the redemption provisions contained in the Bonds, bearing the original issue date of August 1, 2002, maturing in the principal amount, on the date, bearing interest at the rate, with the "CUSIP" number, as follows: Principal Rate CUSIPS* Maturity Date $120,000 4.625% 672423GV6 September 1, 2020 350,000 4.750 672423GW4 September 1,2021 350,000 4.750 672423GX2 September 1, 2022 Said Bonds will be redeemed at 100.0% of the par value thereof Said Bonds should be surrendered for redemption to US BANK NATIONAL ASSOCIATION, as paying agent, for payment as of September 1,2011, after which date all interest on said Bonds shall cease to accrue, whether said Bonds are presented for payment or not. Bonds may be surrendered for payment at the office of the bond registrar and paying agent indicated below. Method of delivery is at the option of the holder, but if by mail, registered mail is suggested. US Bank National Association (f/k/a/ National City Bank of Michigan/Illinois) 535 Griswold Suite 550 Detroit, MI 48226 * No representation is made as to the correctness of the CUSIP number either as printed on the Bonds or as contained herein and reliance may be placed only on the identification number. Under the provisions of the Interest and Dividend Tax Compliance Act of 1983 and the Comprehensive National Energy Policy Act of 1992, paying agents making payments of principal on municipal securities may be obligated to withhold a 31% tax from remittances to individuals who have failed to furnish the paying agent with a certified and valid Taxpayer Identification Number on a fully completed Form W-9. Holders of the above described Bonds, who wish to avoid the application of these provisions, should submit certified Taxpayer Identification Numbers on I.R.S. Form W-9 when presenting their securities for redemption or for payment at maturity. OAKLAND COUNTY BUILDING AUTHORITY Patrick M. Dohany, Treasurer dmh.DF-OAK168(ba) Uninvested Cash Total Escrow Requirement APPENDIX III $5,200,000 OAKLAND COUNTY BUILDING AUTHORITY BUILDING AUTHORITY BONDS, SERIES 2002A Dated as of August 1, 2002 ESTIMATED Investment Securities to be Acquired Pursuant to the Escrow Agreement Purchase Date 6-1-06 6-1-06 6-1-06 6-1-06 6-1-06 6-1-06 6-1-06 6-1-06 6-1-06 6-1-06 6-1-06 Investment Amount $ 10,486.00 1,710.00 1,761.00 1,796.00 1,832.00 1,869.00 1,906.00 1,944.00 1,983.00 2,023.00 822,057.00 1.20 $849,368.20 Rate 3.600% 4.000 4.000 4.000 4.000 4.000 4.000 4.000 4.000 4.000 4.218 Maturity 09/01/06 03/01/07 09/01/07 03/01/08 09/01/08 03/01/09 09/01/09 03/01/10 09/01/10 03/01/11 09/01/11 Investment Type SLG-Certificate SLG-Note SLG-Note SLG-Note SLG-Note SLG-Note SLG-Note SLG-Note SLG-Note SLG-Note SLG-Note oirrh.DF-OAR168(bal APPENDIX IV 5,200,000 OAKLAND COUNTY BUILDING AUTHORITY BUILDING AUTHORITY BONDS, SERIES 2002A Dated as of August 1, 2002 REDEMPTION SCHEDULE Redemption Date: September 1, 2011 ESTIMATED REDEMPTION SCHEDULE Redemption Premium: 0.00% Date Principal Interest Redeemed Redemption Total Principal Premium Debt Service Fiscal Total 09/01/06 03/01/07 09/01/07 03/01/08 09/01/08 03/01/09 09/01/09 03/01/10 09/01/10 03/01/11 09/01/11 $20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 $850,000.00 $__0A_0 $221,031.25 $850,000.00 $20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 20,093.75 870.093.75 $20,093.75 40,187.50 40,187.50 40,187.50 40,187.50 890 187 50 $___UIQ $1,071,031.25 $1,071,031.25 dmh.DF-OAK168(bd) APPENDIX V $5,200,000 OAKLAND COUNTY BUILDING AUTHORITY BUILDING AUTHORITY BONDS, SERIES 2002A Dated as of August 1, 2002 ESTIMATED DEFEASANCE ESCROW CASH FLOW ANALYSIS June 1, 2006 Beginning Cash Balance: $1.20 Beginning Cash SLG SLG Rates SLG Date Balance Principal Rate Available Interest Ending - Debt Service Net Cash 4.21633% Total Defeasance Cash Flow Balance Present Value 06/01/06 $1.20 $1.20 09/01/06 1.20 $10,486.00 3.600% 4.630% $8,914.88 $19,400.88 $19,400.00 $0.88 2.08 $19,199.56 03/01/07 2.08 1,710.00 4.000% 4.830% 17,690.62 19,400.62 19,400.00 0.62 2.70 18,802.90 09/01/07 2.70 1,761.00 4.000% 4.830% 17,639.46 19,400.46 19,400.00 0.46 3.16 18,414,54 03/01/08 3.16 1,796.00 4.000% 4.840% 17,604.24 19,400.24 19,400.00 0.24 3.40 18,034.14 09/01/08 3.40 1,832.00 4.000% 4.850% 17,568.32 19,400.32 19,400.00 0.32 3,72 17,661.88 03/01/09 3.72 1,869.00 4.000% 4.840% 17,531.68 19,400.68 19,400.00 0.68 4.40 17,297.54 09/01/09 4.40 1,906.00 4.000% 4.840% 17,494.30 19,400.30 19,400.00 0.30 4.70 16,940.08 03/01/10 4.70 1,944.00 4.000% 4.840% 17,456.18 19,400.18 19,400.00 0.18 4.88 16,590.23 09/01/10 4.88 1,983.00 4.000% 4.840% 17,417.30 19,400.30 19,400.00 0.30 5.18 16,247.80 03/01/11 5.18 2,023.00 4.000% 4.840% 17,377.64 19,400.64 19,400.00 0.64 5.82 15,912.62 09/01/11 5.82 822,057.00 4.218% 4.840% 17,337.18 839,394.18 839,400.00 -5.82 0.00 674,265.71 $849,367.00 $184,031.82 $1,033,398.82 $1,033,400.00 $849,367.00 Arbitrage Yield: 4.21636% Total Cost of Escrow Securities: $849,368_20 dmh.DF-OAK168 kba) Ruff -Johnson, County Clerk Resolution #06088 May 11, 2006 Moved by Coulter supported by Rogers the resolutions (with fiscal notes attached) on the Consent Agenda be adopted. AYES: Coulter, Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Wilson, Woodward, Zack, Bullard. (24) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted. ORR. 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 May 11, 2006, 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 11th day of May, 2006.