HomeMy WebLinkAboutResolutions - 2007.06.14 - 28448MISCELLANEOUS RESOLUTION 107146
MISCELLANEOUS ORDINANCE # 28 June 14, 2007
BY: Finance Committee, Mike Rogers, Chairperson
IN RE: AN ORDINANCE TO ESTABLISH AN ALTERNATIVE FUNDING
MECHANISM FOR OAKLAND COUNTY TO FULFILL ITS CONTRACTUAL
OBLIGATIONS TO PROVIDE RETIREE MEDICAL BENEFITS FOR RETIREES AND
CERTAIN ACTIVE EMPLOYEES OF THE COUNTY; TO AUTHORIZE THE
FORMATION BY THE COUNTY OF AN OAKLAND COUNTY RETIREE MEDICAL
BENEFITS FUNDING TRUST FOR THE PURPOSE OF ISSUING TAXABLE
CERTIFICATES OF PARTICIPATION TO PROVIDE FUNDS TO PAY A SPECIFIED
AMOUNT OF THE UNFUNDED ACCRUED ACTUARIAL LIABILITIES OF THE
COUNTY FOR THE ESTIMATED COSTS OF FULFILLING SUCH OBLIGATIONS;
TO APPROVE THE FORM OF A CONTRACT BETWEEN THE COUNTY AND SUCH
FUNDING TRUST; AND TO AUTHORIZE THE FORMATION BY THE COUNTY OF
AN OAKLAND COUNTY INTERMEDIATE RETIREE MEDICAL BENEFITS TRUST
FOR USE IN CONNECTION WITH SUCH ALTERNATIVE FUNDING MECHANISM.
THIS ORDINANCE DOES NOT INTEND TO AND DOES NOT RESCIND ANY
SUBSTANTIVE RIGHTS, ENTITLEMENTS OR OBLIGATIONS WITH RESPECT TO
BENEFITS EARNED OR ACCRUED OF RETIREES OR EMPLOYEES OF THE
COUNTY OR THEIR DEPENDENTS. THIS ORDINANCE DOES NOT SUPERSEDE
ANY CONFLICTING PROVISION OF ANY COLLECTIVE BARGAINING
AGREEMENTS.
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
THE COUNTY OF OAKLAND ORDAINS:
Section 1. Title of ordinance.
This ordinance shall be known and may be cited as the Retiree Medical Benefits Funding
Ordinance.
Section 2. Authority to adopt ordinance.
The Oakland County Board of Commissioners (the "Board of Commissioners") is
granted authority by Section 6 of Public Act No. 139 of the Public Acts of Michigan of 1973, as
amended, to adopt ordinances necessary for the conduct of county business.
Section 3. Legislative findings.
The Board of Commissioners expressly finds and determines that:
Las.June 7 ITEM 17 MR Ordinance for Alternative Funding Mechanism r8-ocvb5.doc
A. The Board of Commissioners is authorized by statute to provide for medical
benefits for County retirees and their dependents, and to create reserves for the purpose of
providing pension and other retirement benefits on a sound actuarial basis.
B. The County is contractually obligated to provide retiree medical benefits to
eligible retired and active County employees and their dependents, as confirmed and restated in
the Retiree Medical Benefits Contractual Obligations Ordinance adopted by the Board of
Commissioners on the same date as the adoption of this ordinance.
C. Maintaining the actuarial integrity of the County's retiree medical benefits
program is an important public purpose to ensure that retirees obtain the medical benefits to
which they are entitled.
D. Pursuant to Resolution No. 00210 adopted by the Board of Commissioners on
August 24, 2000 and a trust agreement effective as of October 1, 2000, the County established a
voluntary employee benefit association trust ("VEBA Trust") as a vehicle for funding the
County's contractual obligations to provide retiree medical benefits, which continues in full
force and effect. The VEBA Trust provides the County a prudent means to pay the costs of
providing these benefits when they come due and to create reserves for the purpose of
maintaining the actuarial integrity of the County's system for funding these benefits.
F. The County's actuary, in consultation with the VEBA Trust's actuary, has
estimated that the County's unfunded accrued actuarial liabilities for retiree medical benefits for
certain eligible retired and active employees of the County is $560,000,000 as of September 30,
2006 ("Subject RMB UAAL").
G. It is in the best interest of the County to authorize by this ordinance an alternative
to its traditional mechanism for funding the costs of fulfilling its contractual obligations to
provide retiree medical benefits (an "Alternative Funding Mechanism"), to better maintain the
actuarial integrity of its retiree medical benefits program and to reduce the financial burden to
the County of the Subject RMB UAAL. The Alternative Funding Mechanism will enable the
County to enter into a transaction (the "Funding Transaction") to obtain funds to fund the
Subject RMB UAAL.
2
H. Toward that end, it is in the best interest of the County to authorize by this
ordinance these elements of the Alternative Funding Mechanism: (i) the establishment of the
Funding Trust (as defined in this ordinance), designed to work in conjunction with the
Intermediate Trust (as defined in this ordinance) and the VEBA Trust, and (ii) the County's
entering into a related contract with the Funding Trust as a means for the County to fund the
Subject RMB UAAL.
I. This ordinance shall not be deemed to affect any benefits under the County's
retiree medical benefit program or other subjects of collective bargaining or Act 312 arbitration
awards and shall be so interpreted.
Section 4. Certain definitions.
Budget Director means the Director of the Oakland County Department of Management
and Budget.
Certificates of Participation means the 2007 Oakland County Retiree Medical Benefits
Funding Trust Taxable Certificates of Participation, Series 2007 to be issued by the Funding
Trust to evidence the right to payment from an income stream of Scheduled Payments and
Contract Charges to be made by the County.
2007 Contract means the 2007 Oakland County Retiree Medical Benefits Contract,
dated as of July 1, 2007, authorized by this ordinance between the County and the Funding Trust
in substantially the form attached hereto as Appendix A.
County Executive means the person holding the office of Oakland County Executive,
Oakland County, Michigan or any Deputy County Executive.
County Treasurer means the person holding the office of Oakland County Treasurer,
Oakland County, Michigan or the Deputy County Treasurer.
Disclosure Document means any preliminary or final offering circular or other
disclosure document prepared for use in connection with the initial offering of Certificates of
Participation.
3
Funding Trust means the 2007 Oakland County Retiree Medical Benefits Funding Trust
authorized by this ordinance to be established by a trust agreement, dated as of July 1, 2007,
between the County and the Trustee ("Funding Trust Agreement") in substantially the form
attached hereto as Appendix B.
Intermediate Trust means the 2007 Oakland County Intermediate Retiree Medical
Benefits Trust intended to be authorized by a resolution of the Board of Commissioners, to be
established by a trust agreement, dated as of July 1, 2007, between the County and the trustees
described therein ("Intermediate Trust Agreement").
Ordinance, when used as "this ordinance," means this ordinance with the number in the
caption as originally adopted by the Board of Commissioners and thereafter as it may be
amended by ordinance of the County; provided, however, that the term "this ordinance" does not
include any amendment of this ordinance as originally adopted affecting the 2007 Contract
unless such amendment expressly so provides and then only if such amendment does not
materially impair any obligations to any holders of any Certificates of Participation issued in
respect to either the 2007 Contract or to the Trustee.
Person means any natural person, firm, association, corporation, trust, partnership, joint
venture, joint-stock company, municipal corporation, public body or other entity, however
organized.
Trustee means the Person acting as trustee of the Funding Trust.
Section 5. Approvals and determinations.
Any approval or determination authorized to be given or made by any individual pursuant
to this ordinance shall be conclusively evidenced if an instrument or document executed by such
individual provides for the subject matter of such determination, and it shall not be necessary that
such determination or the basis therefor be specifically recited in such instrument or document.
4
Section 6. The Funding Trust.
A. The County Executive, or the Budget Director acting at the direction of the
County Executive, is hereby authorized to enter into the Funding Trust Agreement for the
creation of the Funding Trust.
B. The Funding Trust shall be established for the purpose of assisting the County in
maintaining the actuarial integrity of the County's retiree medical benefits program by providing
a mechanism for funding the Subject RMB UAAL.
C. The Trustee shall be appointed by the County Executive and shall be a trust
company or bank with trust powers organized under the laws of the United States of America or
any state of the United States with a combined capital and surplus of at least $50,000,000.
D. The agreement establishing the Funding Trust may contain such other provisions
as the parties deem necessary or desirable.
E. No amendment to any provision of the Funding Trust Agreement required by this
ordinance shall become effective unless approved by an ordinance or resolution of the Board of
Commissioners.
F. After the original issuance of the Certificates of Participation and when no
Certificates of Participation are any longer outstanding and when the Funding Trust has no
obligations outstanding, the Board of Commissioners shall take appropriate action to revoke or
terminate the Funding Trust, if revocation or termination is permitted under applicable law.
Section 7. The Intermediate Trust.
A. The Intermediate Trust shall be established for the purpose of assisting the
County in maintaining the actuarial integrity of its retiree medical benefits program by receiving
from the Funding Trust a portion of the proceeds from its issuance and sale of the Certificates of
Participation, in an amount equal to the Subject RMB UAAL, and distributing specified amounts
from the Intermediate Trust to the VEBA Trust periodically in accordance with the schedule for
amortizing the Subject RMB UAAL contained in the Intermediate Trust Agreement ("Scheduled
Amounts").
5
B. The Intermediate Trust shall irrevocably receive such proceeds of the Certificates
of Participation and shall invest and reinvest those assets in accordance with the Intermediate
Trust Agreement by which it is established.
C. Upon notice and request of the trustee of the VEBA Trust, which notice and
request shall be made no less frequently than annually, the Intermediate Trust shall distribute to
the VEBA Trust the Scheduled Amount, or the requested portion thereof, for the applicable year.
The Intermediate Trust may not, however, release the Scheduled Amount to the VEBA Trust
until it has been notified by the Funding Trust that the County is current on all Scheduled
Payments (as defined in the 2007 Contract) due in the immediately prior twelve-month period.
D. If the County is not current on all Scheduled Payments due in the immediately
prior twelve-month period, either the trustee of the Intermediate Trust or the trustee of the VEBA
Trust, or both, independent of and in addition to the Trustee, is authorized to bring suit against
the County requiring it to become current on all such delinquent payments.
E. No amendment to any provision of the Intermediate Trust Agreement required by
this ordinance shall become effective unless approved by an ordinance or resolution of the Board
of Commissioners.
Section 8. The 2007 Contract.
A. The Chairperson of the Board of Commissioners and County Clerk are authorized
to execute and deliver the 2007 Contract, in the name of and on behalf of the County, to fund the
Subject RMB UAAL.
B. The terms and conditions for the 2007 Contract shall be in substantially the form
attached hereto as Appendix A, with such changes as may be approved by the Chairperson of the
Board of Commissioners.
C. The authority of the Chairperson of the Board of Commissioners to make changes
or additions to the form of the 2007 Contract is subject to the limitations contained in this
ordinance.
6
D. The 2007 Contract will provide for payments to be made by the County
("Contract Payments") consisting of Scheduled Payments, Optional Prepayments and Contract
Charges as set forth in the form of the 2007 Contract attached hereto as Appendix A. The annual
amounts of the Scheduled Payments will be as set forth on Appendix C. The maximum annual
amount of the Contract Charges will be as set forth on Appendix D.
E. The 2007 Contract shall permit the sale of participation interests under the
Funding Trust and in the Contract Payments of the County to be made thereunder in the form of
Certificates of Participation.
F. In addition to the Subject RMB UAAL, the aggregate amount of Scheduled
Payments may include amounts, not in excess of one and eight-tenths percent (1.80%) of the
Subject RMB UAAL acceptable to the Budget Director, in connection with the County's
obtaining funds to fund the Subject RMB UAAL through the Funding Trust's issuance of
Certificates of Participation, including Costs of Issuance (as defined in the 2007 Contract and
prefunded Contract Charges.
G. Scheduled Payments shall be paid over a period of not more than twenty (20)
annual payments, as determined by the Budget Director.
H. No Scheduled Payment shall be subject to mandatory prepayment or acceleration.
Section 9. Disclosure Information.
A. The County Treasurer is authorized to prepare or cause the preparation of
information relating to the County ("County Information") for inclusion in the Disclosure
Document; to deem the County Information "final" for purposes of Rule 15c2-12 promulgated
by the Securities and Exchange Commission under the Securities Act of 1934, as amended (the
"Rule"); and to sign the County Information in the name of and on behalf of the County.
B. The County Treasurer may authorize the distribution of the County Information in
connection with the initial offering of the Certificates of Participation, as he deems fit.
C. The County Treasurer may enter into a Continuing Disclosure Agreement in the
name of and on behalf of the County with respect to the County Information in customary form
7
in order to permit Persons subject to the Rule to comply therewith in connection with the
purchase and sale of the Certificates of Participation.
Section 10. Offering Circular
The County Treasurer in cooperation with Municipal Financial Consultants Incorporated
is authorized to cause an offering circular to be circulated to potential purchasers of the
Certificates or Participation.
Section 11. Notice of sale; sealed bids; award.
A. Sealed bids for the purchase of the Certificates of Participation shall be accepted
up to a time to later be determined by the County Treasurer. Notice of the sale shall be published
once in accordance with law in the Bond Buyer, in substantially the form attached as Appendix E
to this ordinance. The County Treasurer, after conferring with Certificates Counsel, Axe &
Ecklund, P.C., attorneys of Grosse Pointe Farms, Michigan, may make such changes to the
attached Notice of Sale, or cause it to be published in additional publications, as he deems
appropriate.
B. Once all bids are received, the County Treasurer is authorized to award the
Certificates to the bidder whose bid produces the lowest true interest cost to the Trust by signing
an order in the form attached hereto as Appendix F.
C. The County Treasurer is authorized fill in the blanks in Appendix E - Form of
Notice of Sale and Appendix F - Award Order prior to executing and filing these documents with
the Oakland County Clerk.
D. The County Treasurer is authorized to act as an agent for the Funding Trust in
formation to receive and invest prior to the closing the good faith check called for in the Notice
of Sale.
8
Section 12. Closing.
(a) The Closing shall occur after the Certificates of Participation have been sold at a
public sale and shall occur on or before July 31, 2007.
(b) At the Closing the following shall occur:
(1) The Funding Trust Agreement, the 2007 Contract and the Intermediate
Trust Agreement shall all be executed and delivered together with certified copies of all
resolutions or other official actions required before their execution.
(2) The Certificates of Participation shall be delivered to the initial purchasers
in return for the proceeds of the sale which shall be delivered to the Trustee.
(3) Opinions of counsel shall be executed and delivered to the Trustee, the
initial purchasers and the County.
(4) Such additional certificates, approvals, opinions or other documents of any
nature whatsoever required in order to obtains the opinions of counsel shall be executed
and delivered.
Section 13. Actions on Behalf of the County.
A. The Oakland Country Treasurer or the Oakland County Deputy Treasurer, the
Oakland County Executive or any Deputy County Executive, acting on behalf of the County
Executive, or any one or more of them, and each of them is, at any time hereafter and without
further action by or authority or direction from the Board of Commissioners of the County,
authorized to execute and deliver or cause to be executed and delivered all such other and further
agreements, requests, statements, instruments and documents and to do or cause to be done all
such other and further acts and things as any such official may determine to be necessary or
advisable under or in connection with the Funding Trust Agreement, the 2007 Contract or this
ordinance and the execution by any such official of any such agreement, request, statement,
instrument or document or the doing of any such act or thing shall be conclusive evidence of
his/her or their determination in that respect.
9
B. In addition to the authority herein expressly granted to the County Treasurer and
the County Executive, the County Treasurer and the County Executive are hereby authorized and
directed to do all things and take all actions necessary or desirable to consummate the other
transactions contemplated by this ordinance.
Section 14. Severability.
If any provision of this ordinance is held invalid, the invalidity does not affect other
provisions that can be given effect without the invalid provision.
Section 15. Effective Date.
This ordinance shall become effective upon adoption by the Board of Commissioners and
approval by the County Executive.
Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing
Ordinance.
FINANCE COMMITTEE
las.r8-ocvb5
10
A roll call vote on the foregoing Ordinance was then taken, and was as follows:
YES:
NO:
ABSTAIN:
The Ordinance was declared adopted.
STATE OF MICHIGAN )
)ss.
COUNTY OF OAKLAND )
CERTIFICATION
The undersigned, being the Clerk of the County of Oakland, hereby certifies that the
foregoing is a true and complete copy of an Ordinance duly adopted by the County of Oakland
Board of Commissioners at its meeting held on the day of
, 2007, at which meeting a quorum was present and remained throughout and
that an original thereof is on file in the records of the County. I further certify that the meeting
was conducted, and public notice thereof was given, pursuant to and in full compliance with Act
No. 267, Public Acts of Michigan, 1976, as amended, and that minutes of such meeting were
kept and will be or have been made available as required thereby.
COUNTY CLERK
DATED: , 2007
Las.r8-ocvb5
11
APPENDIX A
2007 OAKLAND COUNTY RETIREE MEDICAL BENEFITS
CONTRACT
between the
2007 OAKLAND COUNTY RETIREE MEDICAL
BENEFITS FUNDING TRUST
and the
COUNTY OF OAKLAND,
State of Michigan
Dated as of July 1, 2007
Las.r2-ocvb5g
2007 OAKLAND COUNTY RETIREE MEDICAL BENEFITS CONTRACT
Dated as of July 1,2007
This 2007 Oakland County Retiree Medical Benefits Contract is between the 2007 Oakland
County Retiree Medical Benefits Funding Trust (the Funding Trust) and the County of Oakland, State of
Michigan (the County) to provide for the funding of its estimated unfunded accrued actuarial liabilities
for retiree medical benefits.
Recitals
The County and the Funding Trust are entering into this Contract pursuant to an enabling
ordinance enacted by the Oakland County Board of Commissioners on June 14, 2007 authorizing an
alternate finding mechanism for the County to fulfill its contractual obligations to provide retiree medical
benefits for retirees and certain active employees of the County.
The Certificates are to be issued by the Funding Trust to provide funds to pay a specified amount
of the unfunded accrued actuarial liabilities of the County for the estimated costs of fulfilling its existing
contractual obligations to provide retiree medical benefits for retirees and certain active employees of the
County.
Article I. Definitions and Related Matters
Section 1.01 Certain Definitions
In addition to terms elsewhere defined in this Contract, and defined in the Trust Agreement, the
following terms shall have the following meanings unless the context otherwise clearly indicates:
Board of Commissioners means the Oakland County Board of Commissioners.
Business Day means any day on which both County and the Trustee are open for the transaction
of business and in respect of any Contract Charge Class has the meaning given in accordance with the
Funding Rate Methodology for such Contract Charge Class for actions taken in respect of such Funding
Rate Methodology.
Certificates or Taxable Certificates of Participation mean the Taxable Certificates of
Participation issued by the Funding Trust representing beneficial interests in the Contract Payments.
Closing means the delivery of the Certificates to the Initial Purchasers upon receipt of payment
therefor and the other actions contemplated by this Contract and the Trust Agreement to occur in
connection therewith.
Closing Date means the date on which the Closing occurs.
Contract means the 2007 Oakland County Retiree Medical Benefits Contract, as it may be
amended or supplemented in accordance with its terms.
Contract Charge Payment Date means the first day of each April and October, commencing
October 1, 2007 and ending on April 1, 2027.
Contract Charges has the meaning given in Section 5.01.
Contract Payment means any Contract Charge, Scheduled Payment or Optional Prepayment.
Costs of Issuance means items of expense payable directly or indirectly by or reimbursable to the
County, the Funding Trust, the Intermediate Trust or the VEBA Trust and related to: the creation and
authorization of the alternative funding mechanism described in the Recitals above; the creation and
adoption of the Funding Ordinance, the codification and restatement of the County's existing contractual
obligations to provide retiree medical benefits for retirees and certain active employees of the County; the
authorization, execution and delivery of the Trust Agreement, the Intermediate Trust Agreement, this
Contract and any related agreements, instruments, certificates or documents; and the authorization, sale
and issuance of the Certificates; including without limitation: printing costs; costs of reproducing
documents; filing and recording fees; fees and charges of the Trustee; fees and expenses of counsel to the
Trustee; fees and expenses of counsel to the Funding Trust, the Intermediate Trust and the VEBA Trust,
and of such counsel's consultants; fees and expenses of special U.S. federal tax counsel, special Michigan
tax counsel and other counsel; notice publication costs; financial advisory, actuarial and accounting fees
and charges; costs of credit ratings; fees and charges for execution, transportation and safekeeping of
Certificates; and other costs, charges and fees in connection with the foregoing.
County Executive means the person holding the office of Oakland County Executive, Oakland
County, Michigan or any Deputy County Executive.
Disclosure Document means any preliminary or final offering document or other disclosure
document prepared for use by the Initial Purchasers in connection with the Taxable Certificates of
Participation.
Funding means the Funding Trust's funding the Stated Funding Amount on the Closing Date.
Funding Ordinance means the ordinance of the Board of Commissioners authorizing the County
to enter into this Contract.
Funding Trust means the 2007 Oakland County Retiree Medical Benefits Funding Trust
established by the Trust Agreement.
Initial Purchasers means the initial purchasers of the Taxable Certificates of Participation from
the Funding Trust.
Intermediate Trust means the trust established by the Intermediate Trust Agreement.
Intermediate Trust Agreement means the 2007 Oakland County Intermediate Retiree Medical
Benefits Trust Agreement dated as of July 1, 2007 between the County and the Trustees described therein,
as it may be amended or supplemented in accordance with its terms.
Investable Funds means the amounts representing funds held by the Trustee for payment of
Costs of Issuance and accrued amounts paid to the Trustees at closing by the purchaser of the Certificates.
Optional Prepayment has the meaning given in Section 4.02(a).
Optional Prepayment Amount means the sum of (i) the amount of the prepayment premium, if
any, required by this Contract in connection with the prepayment of any selected Scheduled Payments and
(ii) the amount of Scheduled Payments selected to be prepaid.
2
Optional Prepayment Date has the meaning given in Section 4.02(c).
Payment Time means 12:00 noon, Detroit, Michigan time.
Person means any natural person, firm, association, corporation, trust, partnership, joint venture,
joint-stock company, municipal corporation, public body or other entity, however organized.
Prepayment Notice means a notice of the County to the Funding Trust stating its intention to
prepay the Scheduled Payments specified therein on the Optional Prepayment Date specified in such
notice.
Prepayment Receipt Day means the Payment Time on the day before the Optional Prepayment
Scheduled Payment Dates means the dates set forth on Schedule A as the "Scheduled Payment
Scheduled Payments means the amounts set forth on Schedule A as the "Scheduled Payments."
Stated Funding Amount means the amount identified in the Trust Agreement as the "Stated
Funding Amount.
Subject RMB UAAL means a specified amount of the County's estimated unfunded accrued
actuarial liabilities for retiree medical benefits for retirees and certain active employees of the County as
of September 30, 2006,.
Total Prepayment Amount means, as to any Optional Prepayment, the amount of the Optional
Prepayment Amount.
Trust Agreement means the Trust Agreement dated as of July 1, 2007 between the County and
the Trustee, creating the Funding Trust, as it may be amended or supplemented in accordance with its
terms.
Trustee means The Huntington National Bank, Columbus, Ohio, and its successors as trustee
under the Trust Agreement.
VEBA Trust means the Oakland County VEBA, a trust established by the Oakland County
VEBA Trust Agreement effective as of October 1, 2000 between the County and the Trustees described
therein, approved by resolution of the Board of Commissioners on August 24, 2000, which resolution was
approved by the County Executive on August 29, 2000, as amended or supplemented in accordance with
its terms.
Section 1.02 Business Days
If this Contract requires an act to be performed on a day that is not a Business Day then such act
shall be performed on the first day thereafter that is a Business Day with the same effect as if such act
were performed on the day that such act was otherwise required to be performed.
Date. Date.
Dates." Dates."
3
Section 1.03 Interpretation
(a) Words of the masculine gender include correlative words of the feminine and neuter
genders.
(b) Unless the context otherwise indicates, words importing the singular include the plural
and vice versa.
(c) Articles, Sections and Schedules referred to by number or letter mean the corresponding
Articles, Sections and Schedules of this Contract unless otherwise provided.
(d) The terms hereby, hereof hereto, herein, hereunder and any similar terms used in this
Contract refer to this Contract as a whole and not to any particular portion thereof.
(e) The word or is not exclusive.
(0 The enumeration of things after the word including is to be interpreted as illustrative and
not as restrictive.
(g) References to sections of a Public Act, or to a Public Act as a whole, also include any
amendments thereto unless otherwise indicated and analogous sections or Public Acts enacted as
substitutes therefor.
Article II. Representations and Warranties
The Funding Trust and the County represent and warrant as set forth in this Article for the mutual
benefit of each other and the holders from time to time of the Certificates.
Section 2.01 Representations of the Funding Trust
The Funding Trust makes the following representations and warranties as of the Closing Date:
(a) Existence and Power. The Funding Trust is a trust validly existing and in good standing
under the laws of the State of Michigan.
(b) Binding Effect. This Contract constitutes a valid and binding agreement of the Funding
Trust enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency or
similar laws affecting the rights of creditors generally.
(c) Litigation. There is no action, suit or proceeding pending against, or to the knowledge of
the Funding Trust threatened against or affecting the Funding Trust before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable possibility of an adverse decision
which could materially adversely affect the ability of the Funding Trust to perform its obligations under
this Contract or which in any manner questions the validity of this Contract.
(d) No Taxation. The Funding Trust, for U.S. federal income tax purposes, will be treated as
a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of the Internal Revenue Code of 1986,
as amended; each Beneficial Owner of Certificates will be treated as the owner of an undivided pro rata
interest in the portion of the Funding Trust attributable to such Beneficial Owner's Certificates; and the
Contract Payments will constitute payments in respect of indebtedness.
4
(e) Not an Investment Company. The Funding Trust is not an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.
Section 2.02 Representations of the County
The County makes the following representations and warranties as of the Closing Date:
(a) Governmental Authorization; Contravention. The execution, delivery and performance by
the County of this Contract are within the County's powers, have been duly authorized by all necessary
action by the Board of Commissioner and by the signature of the County Executive, require no action by
or in respect of, or filing with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the County.
(b) Conditions Precedent. All acts, conditions and things required by the Constitution and
laws of the State of Michigan or the Funding Ordinance to exist, to have happened and to have been
performed precedent to and in the execution and delivery of this Contract by the County and the
authorization of the Contract Payments in connection with the Funding exist and have happened and been
performed in due time, form and manner as required by the Constitution or law in order to make this
Contract a valid and binding obligation of the County, including the obligation to make the Contract
Payments.
(c) Permitted Indebtedness. The obligation of the County to make Contract Payments is a
permitted indebtedness of the County which does not exceed the limitation of any Michigan constitutional
or other statutory limitation.
(d) Valid and Binding Agreement. This Contract constitutes a valid and binding agreement
of the County enforceable in accordance with its terms except as may be limited by bankruptcy,
insolvency or similar laws affecting the rights of creditors generally.
(e) Subject RMB UAAL. The amount of the Subject RMB UAAL does not exceed the
amount of RMB UAAL for which County is authorized by the Funding Ordinance to enter into this
Contract.
(0 Costs of Issuance. The Costs of Issuance represent the costs, fees and expenses that the
County is authorized to pay by the Funding Ordinance for the respective purposes and do not exceed the
amounts permitted by the Funding Ordinance.
Section 2.03 Labor Related Representations of Funding Trust and County
The Funding Trust and the County each represents and warrants as to itself, severally and not
jointly, that none of the
(1 )
County;
execution, delivery and performance of this Contract by the Funding Trust or the
(2) execution, delivery and performance of the Trust Agreement by the County;
(3) issuance and sale of the Certificates; or
5
(4) performance by the Trustee of its duties under the Trust Agreement in respect of
the Certificates
requires any action by or in respect of, or filing with any labor union or any governmental body, agency
or official responsible for enforcing federal or State of Michigan labor laws or regulations (collectively,
Labor Laws or Regulations), or contravenes or constitutes a default under, any provision of applicable
Labor Laws or Regulations or any collective bargaining agreement (as the same may have been modified
by custom or practice) or other labor agreement, or any judgment, injunction, order or decree or other
instrument in respect of any Labor Laws or Regulations.
Article III. Funding Arrangements
Section 3.01 Purpose and Amount
The purpose of the Funding Trust is to reduce the financial burden of the Subject RMB UAAL to
the County in the current and in future years through funding the Stated Funding Amount on the Closing
Date.
Section 3.02 Payment Obligation
(a) The County agrees to make Contract Payments to the Funding Trust under Section 4.01
in return for the Funding Trust's funding the Stated Funding Amount on the Closing Date
(b) The obligations of the County hereunder, including its obligation to make Contract
Payments, are contractual obligations of the County, enforceable in the same manner as any other
contractual obligation of the County, and are not general obligations of the County to which the County
has pledged its full faith and credit.
(c) The County is legally bound to make all Contract Payments for the full term of the
Contract, and statutory remedies, including, but not limited to, the Revised Judicature Act of 1961, Act
No. 236 of the Michigan Public Acts of 1961, as amended (Michigan Compiled Laws Section 600.6093),
exist to enforce the County's obligations.
Section 3.03 Funding Obligation
(a) The obligation of the Funding Trust to provide the Funding is subject to the receipt by the
Funding Trust of proceeds sufficient for the Funding from the sale of Certificates.
(b) The Funding Trust shall use its best efforts to cause the consummation of the offering and
sale of Certificates to provide sufficient proceeds for the Funding.
(c) The County agrees to provide such information about the County as may be reasonably
required by the Initial Purchasers for inclusion in the Disclosure Document and to otherwise reasonably
cooperate in the offering and sale of Certificates by the Funding Trust.
(d) The County agrees to enter into a continuing disclosure agreement and take such other
actions as shall be necessary or appropriate to assist the Initial Purchasers in meeting their obligations
under Rule I 5c2-12 of the Securities and Exchange Commission.
6
Section 3.04 Disposition of Certificate Proceeds
The Funding Trust shall apply the proceeds of the sale of Certificates in the following order:
first, paying the Costs of Issuance to the Persons entitled thereto; and second, irrevocably paying any
remaining portion of such proceeds to the Intermediate Trust.
Article IV. Scheduled Payments
Section 4.01 Scheduled Payments
The County agrees to pay the Scheduled Payments of the Funding to the Funding Trust on the
Scheduled Payment Dates, as set out on Schedule A.
Section 4.02 Optional Prepayment of Scheduled Payments
(a) The County shall not voluntarily prepay any Scheduled Payment (an Optional
Prepayment) in whole or in part unless such voluntary prepayment is expressly permitted in this Contract.
(b) Scheduled Payments due prior to April 1, 2015, shall not be subject to voluntary
prepayment. The County may prepay the Scheduled Payments due on or after April 1, 2015 (each a
Selected Scheduled Payment) in whole or in part on any Contract Charge Payment Date on or after
April 1, 2014 by paying the Funding Trust an amount equal to the sum of (i) the outstanding balance or
the permitted portion (as applicable) of the particular Selected Scheduled Payment being prepaid, plus (ii)
Contract Charges accrued from the last Contract Charge Payment Date to which Contract Charges were
paid in full on the particular Selected Scheduled Payment to the Optional Prepayment Date. No
prepayment premium is required.
(c) The County shall exercise its option to make any Optional Prepayment by delivering a
Prepayment Notice at least 45 days (or such shorter period as is acceptable to the Funding Trust) before
the Optional Prepayment Date on which the County shall pay the Total Prepayment Amount to the
Funding Trust in connection with such Optional Prepayment. Such Prepayment Notice shall state:
(1 ) the Scheduled Payments of the Funding to be prepaid in whole or in part by such
Optional Prepayment and the date on which such Scheduled Payments are to be prepaid
(Optional Prepayment Date) subject to the following:
(i) a Scheduled Payment may be selected by the County only if it is
permitted by this Contract to be prepaid on the particular Optional Prepayment Date, and
(ii) a Scheduled Payment may be selected by the County for partial
prepayment only in an amount of at least $100,000 unless otherwise provided in this
Contract;
(2) the Optional Prepayment Amount;
(3) such information in tabular or other form so as to readily permit the Funding
Trust to identify the Scheduled Payments selected for prepayment.
(d) The delivery by the County of a Prepayment Notice to the Funding Trust is a statement of
the intention of the County to pay the Total Prepayment Amount to the Funding Trust on the Prepayment
7
Receipt Day for the Optional Prepayment Date stated therein, and it obligates the County to so pay the
Total Prepayment Amount to the Funding Trust.
(e) Any Total Prepayment Amount
Prepayment Receipt Date to satisfy each of the
Fifth.
eceived by the Funding Trust shall be used on the
riorities set forth in Section 7.01 higher than clause
Section 4.03 Satisfaction of Scheduled Payments by Delivery of Certificates
(a) The County may deliver or cause to be delivered Certificates to the Funding Trust in
satisfaction (whether in whole or in part) of Scheduled Payments at any time and in any denomination
upon 45 days' prior notice to the Funding Trust (or such shorter period as is acceptable to the Funding
Trust) (a Delivery Notice) subject to the following limitations.
(1) A Scheduled Payment m y be satisfied by delivery of Certificates entitled to
payment from such Scheduled Payment (Eligible Certificates).
(2) The amount of a Scheduled Payment deemed paid shall be equal to the de-
nominations of the particular Eligible Certificates.
(3) No Certificate shall be delivered in payment in whole or in part of the respective
Scheduled Payment more than 45 days before the respective due date if at the time of such
delivery the County has not paid all Contract Payments then and theretofore due.
(4) No Scheduled Payment shnll be satisfied by the delivery of Certificates until such
Certificates have been delivered to the TruStee.
(b) All Certificates received by the Funding Trust in payment of Scheduled Payments
pursuant to this Section shall be immediately delivered to the Trustee for cancellation.
Article V. Contract Charges
Section 5.01 Agreement to Pay Contract Charges; Funding Costs
The County agrees to pay to the Fundi
(Contract Charges) set forth under the heading "
be sufficient to pay the periodic costs of capital
Funding and shall be computed as if the Schel
percentage rates set out on Schedule A on the
months.
Section 5.02 Prepaid Contract Charges
g Trust on Contract Charge Payment Dates amounts
;ontract Charges" on Schedule A, which amounts shall
Funding Costs) incurred by the Funding Trust for the
uled Payments bore interest at the respective annual
basis of a 360-day year consisting of twelve 30-day
Prepaid Contract Charges shall be used to meet the County's obligation to pay the first occurring
Contract Charges.
Section 5.03 Contract Charge Amounts
On each Contract Charge Payment Date the County shall pay a Contract Charge equal to the
Contract Charge accrued on the respective unpaid Scheduled Payments from the later of the Closing Date
or the last Contract Charge Payment Date on which Contract Charges were paid in full by the County.
t s
t s
Article VI. General Provisions Governing Cnntract Payments
Section 6.01 Time of Contract Payments
The County shall make all Contract Payments by the Payment Time on the day immediately
before the date when due.
Section 6.02 Investment
The Funding Trust shall deposit any amo
non-interest bearing demand deposit accounts at b;
of at least $50,000,000. Notwithstanding the imn
the Funding Trust are permitted to be invested as p
ints received by it under the Contract in one or more
nking institutions with a combined capital and surplus
;ediately preceding sentence, the amounts received by
ovided in Section 705 of the Trust Agreement.
Section 6.03 No Set-Off
The obligation of the County to make pa:
regardless of any defense or any rights of set-off,
any rights of suspension, deferment, diminution of
Trust, the Trustee, any holder or beneficial own
connection herewith or with any unrelated transa
obligation to make any such payment for any cau;
County waives all rights now or hereafter conferr
surrender any such obligation of the County u;
deferment, diminution or reduction in such paymet1
rments hereunder shall be absolute and unconditional,
recoupment or counterclaim or deduction and without
reduction it might otherwise have against the Funding
m- of any Certificate or any other person whether in
tion. The County will not suspend or discontinue its
,e whatsoever, and, to the extent permitted by law, the
xl by statute or otherwise to quit, terminate, cancel or
ider this Contract or to any abatement, suspension,
ts.
Article VII. Satisfaction of Contract Payme
Section 7.01 Satisfaction of Contract Payme
Contract Payments under this Contract shall be satisfied in the following order and priority:
First: all theretofore due and unpaid
determination there are theretofor
one column of Schedule A, any
"First" shall be apportioned pro
Charges, based on the relative an
listed in all such columns);
ontract Charges (provided, that if on any date of
due and unpaid Contract Charges listed in more than
Contract Payments satisfied pursuant to this clause
ata among such theretofore due and unpaid Contract
ounts of theretofore due and unpaid Contract Charges
Second: all then due and/or about to beco
of determination there are due a
more than one column of Schedt
clause "Second" shall be apporti(
due Contract Charges, based on
become due Contract Charges list
ne due Contract Charges (provided, that if on any date
id/or about to become due Contract Charges listed in
le A, any Contract Payments satisfied pursuant to this
nned pro rata among such due and/or about to become
he relative amounts of theretofore due and/or about to
in all such columns);
Third: all theretofore due and unpaid S.
determination there are theretofo
than one column of Schedule A,
"Third" shall be apportioned pro
cheduled Payments (provided, that if on any date of
.e due and unpaid Scheduled Payments listed in more
my Contract Payments satisfied pursuant to this clause
-ata among such theretofore due and unpaid Scheduled
Payments, based on the relative amounts of theretofore due and unpaid Scheduled
Payments listed in all such column);
Fourth: all then due or about to become due Scheduled Payments;
Fifth: all then due or about to become (hie Optional Prepayment Amounts (provided, that if on
any date of determination the FunBng Trust has received less than the sum of all such
Optional Prepayment Amounts, th amount received shall be apportioned pro rata first
among such then due Optional P epayment Amounts, and next pro rata among such
about to become due Optional Prepayment Amounts.
,
An amount is about to become due for the purpoes of this Section (i) when there are 6 or fewer days
before its due date except when the amount is pa able more frequently than once a calendar week and
(ii) when an amount is payable more frequently than once a calendar week, that amount is about to
become due the day after its most recent due date.
Article Vu. Miscellaneous
Section 8.01 Acceleration on Bankruptcy
If the County shall (i) commence any pro ceding or file any petition seeking relief under Title 11
of the United States Code, (ii) consent to the institution of any such proceeding or the filing of any such
petition or (iii) make a general assignment for th benefit of creditors, then all payments due hereunder
shall become immediately due and payable witho t presentment, demand, protest or notice of any kind,
all of which are expressly waived notwithstanding anything to the contrary herein.
Section 8.02 Addresses for Notices
All notices and other communications pro
stated herein mailed, sent or delivered
if to the County, at
County of Oakland, Michigan
ided for hereunder shall be in writing unless otherwise
if to the Funding Trust, at
or to such other address as such Person may specify to the other Person and shall be effective (i) if given
l by mail, 3 Business Days after such communici tion is deposited in the mails with first class postage
prepaid or (ii) if given by any other means, when delivered at the address specified in or pursuant to this
Section.
Section 8.03 Amendment
10
This Contract may be amended only by written instrument signed by the parties hereto except that
no amendment shall be valid:
(i) unless the Trustee of the Funding Trust shall have received an opinion of counsel
in connection with the organization of the Funding Trust in form and substance reasonably
satisfactory to the Trustee rendered by counsel reasonably acceptable to such Trustee to the effect
that such Funding Trust will be treated as a grantor trust under Subpart E, Part I of Subchapter J
of Chapter 1 of the Internal Revenue Code of 1986, as amended, and that such amendment shall
not result in such Funding Trust being treated as other than such a grantor trust; and
(ii) unless the Trustee has received an opinion of counsel in form and substance
reasonably satisfactory to the Trustee rendered by counsel reasonably acceptable to the Trustee to
the effect that such amendment will not result in the Contract Payments failing to constitute
payments in respect of indebtedness for U.S. federal income tax purposes.
Section 8.04 No Waiver; Remedies
No failure on the part of the Funding Trust or any permitted successor or assign to exercise, and
no delay in exercising, any right hereunder shall be a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other further exercise thereof or the exercise of any other
right.
Section 8.05 Binding Obligation
This Contract is a continuing obligation of the County and shall until the date on which all
amounts due and owing hereunder are paid in full (i) be binding upon the County and its successors and
(ii) inure to the benefit of and be enforceable by the Funding Trust, its successors and permitted assigns.
Section 8.06 Fees and Expenses
(a) The County shall pay compensation, expenses and indemnification due the Trustee in
accordance with the Trust Agreement, including reasonable fees and expenses of counsel, in connection
with any waiver or consent thereunder or any amendment thereof, or in connection with the enforcement
thereof.
(b) The County shall pay all other payments required to be paid by the Funding Trust under
this Contract and not otherwise paid.
Section 8.07 Assignment
This Contract shall be binding upon the parties hereto and their respective successors and
permitted assigns. No assignment by any party of its interests herein shall be valid, except as specifically
authorized by this Section. Any assignment specifically authorized by this Section shall require the
delivery of prior written notice to the County, listing the specifically authorized assignee as the owner of
the Scheduled Payments and the Contract Charges on the registration book (defined below), obtaining the
agreement of the specifically authorized assignee not to effect any subsequent transfer of any Scheduled
Payments and/or the Contract Charges without (i) delivering to the County prior written notice of any
such transfer(s) of the Scheduled Payments and/or the Contract Charges and (ii) obtaining the agreement
of the transferee (x) not to effect any further delivery without prior delivery to the County of notice
thereof in the manner described above and (y) to obtain the same agreement of any further transferee (i.e.,
to give such notice and obtain such agreement of further transferees). For the avoidance of doubt, the
11
prior written notice referred to in this Section only applies to the holder of legal title to the Scheduled
Payments and the Contract Charges and not to owners of Certificates. A provision in the Trust
Agreement to the effect, "For the avoidance of doubt, the Trustee acknowledges that it has no power to
transfer, assign or otherwise convey legal title to the Funding Trust Receivables and that beneficial
interests in the Funding Trust Receivables may only be transferred through transfers of Certificates or
through transfers of beneficial interests in Certificates pursuant to Section 415 of the Trust Agreement"
shall satisfy the agreement referred to above. The County shall record each such transfer of the Schedule
Payments and/or the Contract Charges for which it receives any such notice in its official records (which
shall constitute the "registration book") referred to herein, and such recording shall identify the
subsequent transferee. The term "transfer" as used in this Section means a sale, assignment, transfer or
conveyance.
Section 8.08 Reliance on Representations and Warranties
(a) Each permitted assignee and any subrogee of any rights hereunder shall have the benefit
of the representations and warranties of the County and the Funding Trust made herein as if such
representations and warranties had been made directly to it.
(b) Each permitted assignee and any subrogee of any rights hereunder shall be conclusively
presumed to have relied upon such representations and warranties, and such reliance shall survive any
investigation made by such permitted assignee.
Section 8.09 Governing Law
The rights and obligations of the parties hereunder shall be governed by and construed in
accordance with the law of the State of Michigan exclusive of its conflicts of law rules.
Section 8.10 Headings
Article and Section headings in this Contract are included herein for convenience of reference
only and do not constitute a part of this Contract for any other purpose.
Section 8.11 Integration
This Contract is intended by the parties as the final, complete and exclusive statement of the
transactions evidenced by this Contract. All prior or contemporaneous promises, agreements and
understandings relating to such transaction, whether oral or written, are deemed to be superseded by this
Contract, and no party is relying on any promise, agreement or understanding not set forth or referred to
in this Contract.
Section 8.12 Counterparts
This Contract may be executed in multiple counterparts, but all such counterparts taken together
shall evidence by one and the same original.
las.r2-ocvb5g
12
[Signature Page to
2007 Contract
between the 2007 Oakland County Retirees
Medical Benefit Funding Trust and
the County of Oakland]
2007 Oakland County Retiree Medical Benefits Funding Trust
By
13
[Signature Page to
2007 Contract
between the 2007 Oakland County Retirees
Medical Benefit Funding Trust and
the County of Oakland]
County of Oakland
By
14
APPENDIX B
Trust Agreement
creating
2007 Oakland County Retiree Medical Benefits Funding Trust
between
County of Oakland, State of Michigan
and
The Huntington National Bank, Columbus, Ohio
as Trustee
Dated as of July 1, 2007
establishing the
2007 Oakland County Retiree Medical Benefits Funding Trust
and providing for the issuance of its
Taxable Certificates of Participation, Series 2007
Las.r3-ocvb5f 1
1
1
3
4
4
4
5
5
5
5
5
6
Table of Contents
ARTICLE I—DEFINITIONS AND INTERPRETATION
Section 101. Certain Definitions
Section 102. Interpretation
ARTICLE II—ESTABLISHMENT OF FUNDING TRUST
Section 201.
Section 202.
Section 203.
Section 204.
Section 205.
Establishment of Funding Trust
Tax Treatment; Restriction on Trustee's Powers
Authentication and Delivery of Certificates by Trustee; Execution
of Other Documents
Disposition of Certificate Proceeds
County Obligations
ARTICLE III—REPRESENTATIONS AND WARRANTIES
Section 301. Representation of the County
ARTICLE IV—THE CERTIFICATES
Section 401.
Section 402.
Section 403.
Section 404.
Section 405.
Section 406.
Section 407.
Section 408.
Section 409.
Section 410.
Section 411.
Section 412.
Section 413.
Section 414.
Section 415.
Section 416.
Interest Evidenced by Certificates
Establishment of Series; Title
Denominations; Limitation on Amount
Form of Certificates
Authorized Principal Amount
Required Statement
Certificates to be Fully Registered
Authentication
Payments in US Dollars
Payment of Interest on Certificates; Interest Rights Preserved
Registration, Exchanges and Transfers
Persons Deemed Owners
Mutilated, Destroyed, Stolen or Lost Certificates
Cancellation and Destruction of Certificates
Book-Entry Certificates; Securities Depository
Trustee Has No Power to Transfer Funding Trust Receivables
6
6
6
6
6
6
7
7
7
7
7
8
8
9
9
10
ARTICLE V—REDEMPTION OF CERTIFICATES 11
Section 501.
Section 502.
Section 503.
Section 504.
Selection of Certificates to be Redeemed
Notice of Redemption
Certificates Payable on Redemption Date
Certificates Redeemed in Part
11
11
12
12
Las.r3-ocvb5f 1
13
13
14
ARTICLE VI—PAYMENTS TO CERTIFICATEHOLDERS
Section 601. Payments
ARTICLE VH—THE TRUSTEE
Section 701.
Section 702.
Section 703.
Section 704.
Section 705.
Section 706.
Section 707.
Section 708.
Section 709.
Section 710.
Section 711.
Certain Duties and Responsibilities
Certain Rights of Trustee
Not Responsible for Recitals or Issuance of Certificates
May Hold Certificates
Money Held in Trust
Compensation and Reimbursement
No Lien
Corporate Trustee Required; Eligibility
Replacement of Trustee
Merger, Consolidation and Succession to Business
ERISA
14
15
15
16
16
16
17
17
17
18
18
19 ARTICLE WII—SUPPLEMENTAL TRUST AGREEMENTS
Section 801.
Section 802.
Section 803.
Section 804.
Section 805.
Section 806.
Supplemental Trust Agreements without Consent of Certificateholders
Supplemental Trust Agreements with Consent of Certificateholders
Execution of Supplemental Trust Agreements
Preconditions to Effectiveness
Effect of Supplemental Trust Agreements
References in Certificates to Supplemental Trust Agreements
19
19
20
20
20
21
ARTICLE IX—MISCELLANEOUS PROVISIONS 21
Section 901.
Section 902.
Section 903.
Section 904.
Notices to Certificateholders; Waiver
Severability
Payments Due on Saturdays, Sundays and Holidays
Any Request, Direction, Consent or Order
21
21
21
22
Las.r3-ocvb5f 2
TRUST AGREEMENT
ESTABLISHING
2007 OAKLAND COUNTY RETIREE MEDICAL BENEFITS FUNDING TRUST
ESTABLISHED BY THE
COUNTY OF OAKLAND, STATE OF MICHIGAN
Dated as of July 1, 2007
This Trust Agreement is between the County of Oakland, State of Michigan (the County)
and The Huntington National Bank, as Trustee, to establish the Funding Trust for the purpose of
issuing Taxable Certificates of Participation to provide funds to pay a specified amount of the
County's estimated unfunded accrued actuarial liabilities for retiree medical benefits for retirees
and certain active employees of the County and to pay related Costs of Issuance.
Article I — Definitions and Interpretation
Section 101. Certain Definitions.
Undefined capitalized terms used herein and defined in the Contract are used here as
therein defined, unless the context otherwise clearly requires. The following terms have the
following respective meanings for all purposes of this Trust Agreement unless the context clearly
otherwise requires:
Authorized County Official means the Oakland County Executive or any other individual
designated as an "Authorized County Official" in a County Order signed by the Oakland County
Executive or the Chief Deputy Oakland County Executive.
Certificates means the Taxable Certificates of Participation of the series established in
Section 402.
Certificateholder or Holder means, as of any time with respect to any Certificate, the
Person in whose name such Certificate is registered in the Registry.
Contract means the 2007 Oakland County Retiree Medical Benefits Contract between
the County and the Funding Trust, as it may be amended or supplemented in accordance with its
terms.
County means the County of Oakland, State of Michigan.
County Executive means the person holding the office of Oakland County Executive,
Oakland County, Michigan or any Deputy County Executive.
Funding Trust means the trust established by this Trust Agreement.
Funding Trust Receivable means any Principal Related Receivable or Interest Related
Receivable.
Las.r3-ocvb5f 1
Interest means (whether or not such term is capitalized) amounts payable by the Trustee
as interest on the Certificates.
Interest Payment Dates means (whether or not capitalized) each April 1 and October 1,
beginning October 1, 2007 and ending April 1, 2027.
Interest Related Receivable means an amount owing by the County as a Contract Charge.
Intermediate Trust means the trust established by the Intermediate Trust Agreement.
Intermediate Trust Agreement means the 2007 Oakland County Intermediate Retiree
Medical Benefits Trust Agreement dated as of July 1, 2007 between the County and the trustees
described therein, as it may be amended or supplemented in accordance with its terms.
Maturity or Maturity Date means (whether or not capitalized), (i) as to any Certificate,
the Scheduled Payment Date on which the Holder of such Certificate is entitled to receive a
regular Scheduled Payment and (ii) as to any Scheduled Payment, the Scheduled Payment Date
on which such Scheduled Payment is due from the County under the Contract. The verb mature
has a correlative meaning.
on as in "Interest payable on a Certificate" or of as in "a Principal Payment of a
Certificate" means "in respect of' as in "Interest payable in respect of a Certificate" and "a
Principal Payment in respect of a Certificate."
Outstanding means (whether or not capitalized) all Certificates authenticated under this
Trust Agreement except:
(1) Certificates theretofore canceled or surrendered to the Trustee for cancellation and
(2) Certificates replaced pursuant to Section 413.
Percentage Interest means, as to any Certificate, the percentage obtained by dividing the
denomination of such Certificate by the sum of the denominations of the outstanding
Certificates.
Predecessor Certificate of any particular Certificate means every previous Certificate
evidencing all or a portion of the same beneficial interest as that evidenced by such particular
Certificate; and for the purpose of this definition, any Certificate delivered under Section 414 in
lieu of a lost, destroyed or stolen Certificate shall be deemed to evidence the same beneficial
interest as such lost, destroyed or stolen Certificate.
Principal or Principal Amount means (whether or not capitalized), as to any Certificate,
a amount equal to the denomination of such Certificate.
Las.r3-ocvb5f 2
Principal Payment Dates means the dates that correspond to Scheduled Payment Dates
for Scheduled Payments.
Principal Related Receivable means an amount owing by the County as a Scheduled
Payment or an Optional Prepayment Amount.
Rating Agency shall mean Standard & Poor' s Ratings Services, Moody's Investors
Service, Inc. and Fitch Ratings, if applicable.
Redeemed or Redemption means (whether or not capitalized), the prepayment of all or a
portion of the Principal Amount of a Certificate before its Maturity. A Certificate is redeemed to
the extent of the prepayment of the Principal Amount thereof. Correlative terms have correlative
meanings.
Redemption Date means the date on which any certificate is to be redeemed in
accordance with Article V.
Redemption Price means an amount equal to the amount due from the County as an
Optional Prepayment Amount.
Regular Record Date means, as to any Interest Payment Date with respect to Certificates,
the date set forth in or determined pursuant to the Contract as the "Regular Record Date."
Securities Depository means The Depository Trust Company and any Person succeeding
to the business of The Depository Trust Company qualified to do so under the rules of the
Securities and Exchange Commission.
Stated Funding Amount means $570,000,000.
Trust Agreement means this Trust Agreement, as it may be amended or supplemented in
accordance with its terms.
Trust Estate means the Contract Payments arising under the Contract and all proceeds
thereof.
Trustee means the bank described in the first paragraph of this Trust Agreement as
"trustee" unless and until a successor as trustee is appointed pursuant to this Trust Agreement;
thereafter, Trustee means such successor.
Section 102. Interpretation
(a) Words of the masculine gender include correlative words of the feminine and
neuter genders.
(b) Unless the context otherwise indicates, words importing the singular include the
plural and vice versa.
Las.r3-ocvb5f 3
Articles, Sections, Schedules and Exhibits referred to by number mean the
corresponding Articles, Sections, Schedules and Exhibits of this Trust Agreement.
(d) The terms hereby, hereof hereto, herein, hereunder and any similar terms used in
this Trust Agreement refer to this Trust Agreement as a whole and not to any
particular portion thereof.
(e) The term or is not exclusive.
(0 The enumeration of things after the term such as, including or for example (e.g.)
is to be interpreted as illustrative and not restrictive.
References to sections of a Public Act, or to a Public Act as a whole, also include
any amendments thereto unless otherwise indicated and analogous sections or
Public Acts enacted as substitutes therefor.
Article II— Establishment of Funding Trust
Section 201. Establishment of Funding Trust
There is hereby established a Funding Trust to be known as the 2007 Oakland County
Retiree Medical Benefits Funding Trust for the purpose of funding the Stated Funding Amount.
Section 202. Tax Treatment; Restriction on Trustee's Powers
(a) Certificates will be issued and the Funding Trust will acquire the Funding Trust
Receivables, with the intention that for U.S. federal, state and local income,
business, franchise and modified value added tax purposes,
(i). the Funding Trust will be treated as a grantor trust under Subpart E,
Part I of Subchapter J of Chapter 1 of the Internal Revenue Code of
1986, as amended;
(ii). each Beneficial Owner of Certificates will be treated as the owner of
an undivided pro rata interest in the portion of the Trust Estate
attributable to such Beneficial Owner's Certificates; and
(iii). the Funding Trust Receivables will constitute payments in respect of
indebtedness.
(b) In furtherance of such intention, the Trustee shall not have the power to vary the
investment of the Beneficial Owners of the Certificates within the meaning of
U.S. Treasury Department regulations section 301.7701-4(c) or to engage in any
business unless the Trustee shall have received an opinion in form and substance
reasonably satisfactory to the Trustee of counsel reasonably acceptable to the
(c)
(g)
Las.r3-ocvb5f 4
Trustee to the effect that such activity will not cause the Funding Trust to fail to
be treated as such a grantor trust.
(c) The County and the Trustee by entering into this Trust Agreement and each
Certificateholder by its acceptance of its Certificate agree to treat the Funding
Trust, the Certificates and the Funding Trust Receivables in accordance with the
intention expressed in this Section (or any alternative intention expressed in this
Trust Agreement) for U.S. federal, state and local income, business, franchise and
modified value added tax purposes.
Section 203. Authentication and Delivery of Certificates by Trustee; Execution of Other
Documents
The Trustee shall deliver the Certificates in accordance with an order from the County (a
Delivery Order) stating the amount of Certificate proceeds to be received by the Trustee and
providing for the disposition of such proceeds in accordance with Section 204.
Section 204. Disposition of Certificate Proceeds
The proceeds of the sale of Certificates shall be applied as follows:
(1) Up to $10,000,000 shall be paid for the Costs of Issuance. The Costs of Issuance
shall be paid by the Trustee to those parties designated in a notice signed by an Authorized
County Official.
(2) The balance shall be irrevocably deposited in the Intermediate Trust for
application in accordance with the Intermediate Trust Agreement.
Section 205. County Obligations
The County has entered into the Contract which obligates the County to make the
Contract Payments to the Funding Trust. Under the Contract the County's obligation is to make
Contract Payments to the Trustee in a timely manner, make any permitted Optional Prepayment
pursuant to Section 4.02 of the Contract, and to pay amounts due as Funding Costs pursuant to
Section 5.01 of the Contract.
Article III— Representations and Warranties
Section 301. Representation of the County
The County represents and warrants that the Stated Funding Amount is equal to the total
amount of Scheduled Payments.
Las.r3-ocvb5f 5
Article IV — The Certificates
Section 401. Interest Evidenced by Certificates
The Certificates evidence the entire beneficial interest in the Trust Estate.
Section 402. Establishment of Series; Title
A series of Certificates is hereby established which is to be designated by the title 2007
Oakland County Retiree Medical Benefits Funding Trust Taxable Certificates of
Participation, Series 2007.
Section 403. Denominations; Limitation on Amount
The Certificates shall be in denominations of $5,000 and any multiple thereof. The total
of the denominations of the Certificates that may be authenticated and delivered under this Trust
Agreement to be outstanding at any one time is limited to the Stated Funding Amount.
Section 404. Form of Certificates
The Certificates shall be in substantially the form set forth in Appendix A, with such
changes as are approved by the person executing the same on behalf of the Funding Trust, such
signature to be conclusive evidence of such approval.
Section 405. Authorized Principal Amount
The Principal Amount of the Certificates on initial issuance shall equal the Stated
Funding Amount of $570,000,000.
Section 406. Required Statement
Each Certificate shall state on its face that the County's obligation is substantially as
follows:
The Certificates are payable solely from all Contract Payments which may be received by
the Trustee pursuant to the Contract. Such Contract Payments will include all Scheduled
Payments and Contract Charges payable by the County under the Contract, corresponding to the
principal of and interest on the Certificates. The County's obligations to make Contract
Payments are unsecured contractual obligations of the County, enforceable in the same manner
as any other contractual obligation of the County. Such payment obligations of the County are
not general obligations of the County, and neither the faith and credit, taxing power nor any
specific revenues of the County are pledged to the Contract Payments coming due under the
Contract.
The County's unconditional contractual obligation to pay all Contract Payments is not
"subject to appropriation," as is customary with many certificate of participation transactions
entered into by municipalities in the United States. The County's Contract is not subject to
Las.r3-ocvb5f 6
termination if the County were to fail to appropriate sufficient amounts for the required payments
in any single year. The County is legally bound to make all Contract Payments for the full term
of the Contract, and statutory remedies, including, but not limited to, the Revised Judicature Act
of 1961, Act No. 236 of the Michigan Public Acts of 1961, as amended, (Michigan Compiled
Laws Section 600.6093), exist to enforce the County's obligations.
Section 407. Certificates to be Fully Registered
The Certificates shall be issued as fully registered securities in the form prescribed by this
Trust Agreement. Certificates authenticated and delivered in definitive form shall be printed,
lithographed or typewritten on plain or safety paper with or without printed or steel engraved
borders.
Section 408. Authentication
No Certificate shall be valid for any purpose or be entitled to any security or benefit
under this Trust Agreement unless and until a certificate of authentication on such Certificate,
substantially in the form prescribed by this Trust Agreement, has been manually executed by the
Trustee. Such executed certificate of the Trustee upon a Certificate shall be the only and
conclusive evidence that such Certificate has been authenticated and delivered under this Trust
Agreement.
Section 409. Payments in US Dollars
All payments on Certificates shall be made by negotiable instruments payable in funds
representing legal tender in the United States or by means of transferring such funds.
Section 410. Payment of Interest on Certificates; Interest Rights Preserved.
(a) Interest payable on any Certificate and paid on an Interest Payment Date shall be
paid to the Person in whose name that Certificate (or one or more Predecessor Certificates) is
registered at the close of business on the Regular Record Date.
(b) Subject to the foregoing provisions of this Section, each Certificate delivered
under this Trust Agreement upon transfer of or in exchange for or in lieu of any other Certificate
shall carry all the rights to Interest accrued and unpaid, and to accrue, which were carried by
such Certificate.
Section 411. Registration, Exchanges and Transfers.
(a) There shall be kept by the Trustee at the designated corporate trust office of the
Trustee a register (the Registry) for the registration of Certificates and for the registration of
transfers of Certificates as herein provided subject to such reasonable regulations as the Trustee
may prescribe.
(b) Upon surrender of any Certificate for transfer of the registration thereof, the
Trustee shall authenticate and register in the name of the designated transferee or transferees one
Las.r3-ocvb5f 7
or more new Certificates of the same tenor in any authorized denomination in like aggregate
Principal Amount.
(c) At the option of the Holder, Certificates may be exchanged for other Certificates
of the same tenor in any authorized denomination, of like aggregate principal amount, upon
surrender of the Certificates to be exchanged at the designated corporate trust office of the
Trustee. Whenever any Certificates are surrendered for exchange, the Trustee shall authenticate
and deliver the Certificates that the Certificateholder making the exchange is entitled to receive.
(d) All Certificates issued upon any transfer of registration or exchange of
Certificates shall constitute valid evidences of beneficial interests in the Trust Estate evidencing
the same beneficial interests and entitled to the same benefits under this Trust Agreement as the
Certificates surrendered in such transfer or exchange.
(e) No charge may be made for any transfer of registration or exchange of
Certificates, but the Trustee may make a charge sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange. The Trustee
may make the payment of such tax, fee or other governmental charge and the cost of preparing
each new Certificate delivered in such transfer or exchange a condition precedent to making any
transfer or registration or exchange of any Certificate, to be paid by the Person requesting such
transfer or exchange unless otherwise provided in this Trust Agreement.
The Trustee shall not be required (i) to transfer or exchange any Certificate during
a period beginning at the opening of business 15 days before the day of the mailing of a notice of
redemption of such Certificate and ending at the close of business on the day of such mailing, or
(ii) to transfer or exchange any Certificate selected for redemption in whole or in part, during a
period beginning at the opening of business on any Regular Record Date for such Certificates
and ending at the close of business on the relevant Interest Payment Date therefor.
Section 412. Persons Deemed Owners.
The Trustee may treat the Person in whose name any Certificate is registered in the
Registry as the owner of such Certificate, whether payments with respect to such Certificate shall
be overdue or not, for the purpose of receiving payment of the principal thereof, premium, if any,
and (subject to Section 410) Interest thereon and for all other purposes whatsoever.
Section 413. Mutilated, Destroyed, Stolen or Lost Certificates
(a) To the extent not otherwise provided by law, if (i) any mutilated Certificate is
surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as may be required by the Trustee to save the Trustee harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a protected purchaser, the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same maturity and of like tenor and principal amount,
bearing a number not contemporaneously outstanding.
Las.r3-ocvb5f 8
(b) In case any such mutilated, destroyed, lost or stolen Certificate has become or is
about to become due and payable at Maturity, the Trustee in its discretion may, instead of issuing
a new certificate, pay such Certificate.
(c) Upon the issuance of any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses connected therewith.
(d) Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost
or stolen Certificate, shall constitute an original additional beneficial interest in the Funding
Trust, whether or not the destroyed, lost or stolen Certificate shall be at any time enforceable by
anyone, and shall be entitled to all the security and benefits of this Trust Agreement equally and
ratably with all other Certificates issued thereunder.
(e) The provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Certificates.
Section 414. Cancellation and Destruction of Certificates.
(a) All Certificates surrendered for payment, redemption, transfer or exchange shall
be promptly cancelled by the Trustee upon its receipt thereof if not already cancelled.
(b) No Certificate shall be authenticated in lieu of or in exchange for any Certificate
cancelled as provided in this Section, except as expressly provided by this Trust Agreement.
(c) All canceled Certificates held by the Trustee shall be destroyed and disposed of
by the Trustee in accordance with applicable record retention requirements.
Section 415. Book-Entry Certificates; Securities Depository.
(a) As used herein:
Beneficial Owner means any Person who indirectly owns Certificates pursuant to Part 5
of Article 8 of the Uniform Commercial Code in effect in the State of Michigan.
Participant means any Person whose ownership of Certificates and other securities is
shown on books of the Securities Depository.
(b) For so long as Certificates are registered in the name of a Securities Depository or
its nominee, the Trustee shall not have any responsibility or obligation to any
Participant or to any Beneficial Owner with respect to the following:
(1) the accuracy of the records of the Securities Depository, its nominee or any
Participant with respect to any ownership Interest in the Certificates,
Las.r3-ocvb5f
(2) the delivery to any Participant, and Beneficial Owner or any other Person,
other than the Securities Depository of any notice with respect to the
Certificates, including any notice of redemption, or
(3) the payment to any Participant, any Beneficial Owner or any other Person,
other than the Securities Depository of any amount with respect to the
principal of or premium, if any, or Interest on the Certificates.
(c) The Trustee shall pay all principal (and premium, if any) of, and Interest on, such
Certificates only to or upon the order of the Securities Depository, and all such
payments shall be valid and effective fully to satisfy and discharge the Funding
Trust's obligations with respect to the principal (and premium, if any) of, and
Interest on such Certificates to the extent of the sum or sums so paid.
(d) Upon discontinuance of the use of the Book-Entry Only System maintained by the
Securities Depository and upon receipt of notice from the Securities Depository
containing sufficient information, the Trustee shall authenticate and deliver
Certificates in certificated form to Beneficial Owners in exchange for the
beneficial interests of such Beneficial Owners in corresponding principal amounts
and in any Authorized Denomination.
(e) Notwithstanding any other provision of this Trust Agreement to the contrary, so
long as any Certificate is registered in the name of the Securities Depository or its
nominee:
(1) all payments with respect to the Principal and Interest on such Certificate and
all notices of redemption, tender and otherwise with respect to such Certificate
shall be made and given, respectively, to the Securities Depository as
provided in the representation letter with respect to such Certificates;
(2) if less than all such Certificates of a maturity are to be redeemed, then the
particular Certificates or portions of Certificates of such maturity to be
redeemed shall be selected by the Securities Depository in such manner as the
Securities Depository may determine; and
(3) all payments with respect to principal of such Certificate and premium, if any,
and Interest on such Certificate shall be made in such manner as shall be
prescribed by the Securities Depository.
Section 416. Trustee Has No Power to Transfer Funding Trust Receivables
For avoidance of doubt, the Trustee acknowledges that it has no power to transfer, assign
or otherwise convey legal title to the Funding Trust Receivables and that beneficial interests in
the Funding Trust Receivables may only be transferred through transfers of Certificates or
through transfers of beneficial interests in Certificates pursuant to Section 415.
Las.r3-ocvb5f 10
Article V — Redemption of Certificates
Section 501. Selection of Certificates to be Redeemed
(a) Whenever any Certificates are to be redeemed, the Trustee shall select the
maturity or maturities that correspond to the prepaid Scheduled Payments giving
rise to such redemption.
(b) Whenever Certificates of less than all of a maturity are to be redeemed, the
Trustee shall select the particular Certificates to be redeemed from the
Outstanding Certificates of such maturity that have not previously been called for
redemption in such manner as results in pi:grata redemption among all Holders of
Certificates of the maturity being redeemed.
(1) All Certificates of the same Series and having the same maturity shall
constitute a class for purposes of pro rata redemption.
(2) The Trustee shall select Certificates for redemption pro .rata within each class.
Section 502. Notice of Redemption
(a) When any Certificates are to be redeemed, notice of any such redemption shall be
given by the Trustee by first class mail, no fewer than 30 days and no more than
45 days before the Redemption Date to each Holder of Certificates to be
redeemed at his/her last address in the Registry
(b) All notices of redemption shall be dated and shall state:
(1) the Redemption Date;
(2) the Redemption Price;
(3) if less than all Outstanding Certificates are to be redeemed, the identification
number, maturity dates and, in the case of a partial redemption of Certificates,
the respective principal amounts of the Certificates to be redeemed;
(4) that on the Redemption Date the Redemption Price will become due and
payable upon each such Certificate or portion thereof called for redemption,
and that interest thereon shall cease to accrue from and after said date;
(5) the place where the Certificates to be redeemed are to be surrendered for
payment of the Redemption Price, which place of payment shall be the
designated corporate trust office of the Trustee or other Paying Agent; and
Las.r3-ocvb5f 11
(c)
(d)
(a)
(b)
(6) the proposed redemption is conditioned on the Trustee having received a
Redemption Payment on the Prepayment Receipt Day sufficient to pay the full
Redemption Price of the Certificates to be redeemed.
The failure of the Holder of any Certificate to receive notice of redemption given
as provided above, or any defect therein, shall not affect the sufficiency of the
proceedings for the redemption of any Certificates as to which no failure or
deficiency occurred.
Concurrently with giving any notice of redemption, the Trustee shall provide
additional notices in accordance with this subsection to the extent applicable:
(1) An additional notice that provides material compliance with Securities
Exchange Act Release No. 34-23856 (Dec. 3, 1986) as the same may be
modified, amended or supplemented from time to time by formal action of the
Securities and Exchange Commission or by generally accepted practice of
corporate trustees. No failure to give such additional notice or defect therein
or in the manner in which given shall affect the sufficiency of the proceedings
for the redemption of any Certificates.
(2) No failure to give any additional notice provided for in this subsection or
defect therein or in the manner which given shall affect the sufficiency of the
proceedings for the redemption of any Certificates.
Section 503. Certificates Payable on Redemption Date
Notice of redemption having been given as aforesaid, the Holders of the
Certificates so to be redeemed shall be entitled, on the Redemption Date, to
payment of an amount equal to the Redemption Price therein specified and from
and after such date (unless the full amount of the Redemption Price is not
distributed) the Holders of such Certificates shall cease to be entitled to any
further payment in respect of Interest. Upon surrender of any such Certificate for
redemption in accordance with said notice, the Holder of such Certificate shall be
paid by the Trustee an amount equal to the Redemption Price. Installments of
Interest with a due date on or prior to the Redemption Date shall be payable to the
Holders of the Certificates as of the relevant Record Dates.
If any Certificate called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid, bear
Interest from the Redemption date at the rate prescribed in the Certificate.
Section 504 . Certificates Redeemed in Part
Any
thereof:
Certificate which is to be redeemed only in part may, at the option of the Holder
Las.r3-ocvb5f 12
(1) be presented for notation thereon by the Trustee of the payment as of the
Redemption Date of the redeemed portion of the principal thereof; or
(2) be surrendered at the place of payment therefor (with, if the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder thereof or his attorney
or legal representative duly authorized in writing), and the Trustee shall
authenticate and deliver to such Holder, without charge, a new Certificate or
Certificates of the same maturity of any authorized denomination or
denominations as requested by such Holder in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the
Certificate so surrendered.
Article VI — Payments to Certificateholders
Section 601. Payments
(a) On each Interest Payment Date for which the Trustee has received a payment
of Contract Charges pursuant to the Contract, the Trustee shall pay the same
to the Holders of Outstanding Certificates entitled to such amounts by the
terms of their Certificates as of the Regular Record Date, and, if there shall be
outstanding more than one such Outstanding Certificate the Holders of which
are entitled to such amounts by the terms of their Certificates, to the Holders
of such Outstanding Certificates, in accordance with their relative
entitlements.
(b) On each Principal Payment Date for which the Trustee has received a
Scheduled Payment pursuant to the Contract, the Trustee shall pay the same to
the Holders of Outstanding Certificates entitled to such amounts by the terms
of their Certificates as of the Regular Record Date, and, if there shall be
outstanding more than one such Outstanding Certificate the Holders of which
are entitled to such amounts by the terms of their Certificates, to the Holders
of such Outstanding Certificates, in accordance with their relative
entitlements.
(c) On each Redemption Date that is also an Interest Payment Date for which the
Trustee has received pursuant to the Contract amounts equal to the
Redemption Price for Certificates or such portions thereof that are being
redeemed, the Trustee shall pay the same to Holders of Outstanding
Certificates entitled to such amounts by the terms of their Certificates as of the
Regular Record Date, and, if there shall be outstanding more than one such
Outstanding Certificate the Holders of which are entitled to such amounts by
the terms of their Certificates, to the Holders of such Outstanding Certificates,
in accordance with their relative entitlements.
Las.r3-ocvb5f 13
Article VII — The Trustee
Section 701. Certain Duties and Responsibilities
(a) The Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Trust Agreement, and no implied covenants or
obligations shall be read into this Trust Agreement against the Trustee.
(b) In the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and correctness of the opinions expressed therein,
upon certificates, documents, other instruments or opinions furnished to the
Trustee and conforming to the requirements of this Trust Agreement or the
Contract; but in the case of any such certificates, documents, other
instruments or opinions which by any provision hereof or thereof are
specifically required to be furnished to the Trustee, the Trustee is under a duty
to examine the same to determine whether or not they conform to the
requirements of this Trust Agreement.
(c) No provision of this Trust Agreement or the Contract shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that
(1) the Trustee shall not be liable for any error of judgment made in good faith by
an authorized officer of the Trustee, unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts;
(2) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Certificates relating to the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Trust Agreement or the Contract; and
no provision of this Trust Agreement shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or thereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(d) Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustee is subject to the provisions of this Article.
(3)
Las.r3-ocvb5f 14
Section 702. Certain Rights of Trustee.
(a) The Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, ordinance, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties;
(b) The Trustee may consult with counsel, and the written advice of such counsel is
full and complete authorization and protection in respect of any action taken, suffered or omitted
by the Trustee hereunder in good faith and in reliance thereon.
(c) The Trustee is under no obligation to exercise any of the rights or powers vested
in it by this Trust Agreement at the request or direction of any of the Certificateholders pursuant
to this Trust Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.
(d) The Trustee shall not be bound to make any investigation into the facts or matter
stated in any resolution, ordinance, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit.
(e) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.
(0 The Trustee shall have no duty to see to the recording, filing or registration of any
instrument or document (including financing or continuation statements or filing under tax or
security laws) or any recording, filing or re-registration.
(g) The Trustee shall not have any responsibility to examine or review and shall have
no liability for the contents of any documents submitted to or delivered to any Certificateholder
or any other Person in the nature of an offering circular, preliminary or final.
Section 703. Not Responsible for Recitals or Issuance of Certificates.
The Trustee assumes no responsibility for the correctness of the recitals contained in this
Trust Agreement, in the Contract or in the Certificates except the certificate of authentication on
the Certificates. The Trustee makes no representations as to the value or condition of the Trust
Estate of any part thereof, or as to the title thereto or as to the security afforded thereby or
hereby, or as to the validity or sufficiency of this Trust Agreement or of the Certificates.
Las.r3-ocvb5f 15
Section 704. May Hold Certificates.
The Trustee, in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee.
Section 705. Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law or by other provision of this Trust Agreement. The Trustee
shall be under no liability for interest on any money received by it hereunder.
The Funding Trust shall deposit any amounts received by it under the Contract in one or
more non-interest bearing demand deposit accounts at banking institutions with a combined
capital and surplus of at least $50,000,000.
Notwithstanding the immediately preceding paragraph, in the event that the Funding
Trust receives Contract Payments but is prevented from immediately distributing the same to the
Certificateholders (by order of a court of competent jurisdiction) as Interest or Principal on,
and/or the Redemption Price for, their Certificates, then the Funding Trustee is permitted to
invest such amounts in interest bearing demand deposits in a banking institution with a capital
and surplus in excess of $50,000,000. Any earnings on such permitted investments shall be
distributed to the Certificateholders in accordance with their relative entitlements.
Section 706. Compensation and Reimbursement.
(a) The Trustee is entitled to repayment or reimbursement:
(1) from time to time for reasonable compensation for all services rendered by
it hereunder (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust); and
(2) except as otherwise expressly provided herein, upon its request, for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Trust Agreement (including, without limitation, the
reasonable compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the Trustee's
negligence, willful misconduct or bad faith.
(b) The Trustee is also entitled to indemnification for, and to be held harmless
against, any loss, liability or expense incurred without negligence, willful misconduct or bad
faith on its part, arising out of or in connection with the acceptance or administration of this
Trust Agreement, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties hereunder.
Section 707. No Lien
Las.r3-ocvb5f 16
The Trustee shall not have any lien on any funds held by it under this Trust Agreement.
Section 708. Corporate Trustee Required; Eligibility.
(a) There shall at all times be a Trustee hereunder which is a trust company or bank
with trust powers organized under the laws of the United States of America or of any state of the
United States with a combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of such
supervising or examining authority, then for the purposes of this section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.
(b) The Trustee shall resign immediately in the manner and with the effect specified
in this Article if it becomes ineligible under this section.
Section 709. Replacement of Trustee.
(a) No Vacancy.
No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall be effective until the successor Trustee accepts its appointment as
provided in this Section.
(b) Resignation.
The Trustee may resign at any time, but such resignation shall become effective only in
accordance with subsection (a), above. Notice of any such resignation shall be given to the
County and the Holders of all Outstanding Certificates.
(c) Removal by Certificateholders.
(1) The Holders of a majority in principal amount of Outstanding Certificates
may remove the Trustee by so notifying the Trustee and any Insurer.
(2) If the Trustee becomes ineligible under Section 708, any Certificateholder
may petition a court of competent jurisdiction for the appointment of a successor.
(d) Appointment of Successor.
(1) The retiring Trustee, or the County, may appoint a successor Trustee at
any time prior to the date on which a successor Trustee takes office.
(2) If a successor Trustee does not take office within 45 days after the retiring
Trustee resigns or is removed, any Certificateholder may petition a court of competent
jurisdiction for the appointment of a successor Trustee.
Las.r3-ocvb5f 17
(3) Within one year after a successor Trustee appointed by the retiring Trustee
or the County or a court of competent jurisdiction takes office, the Holders of a majority
in principal amount of Outstanding Certificates may appoint a successor Trustee to
replace such successor Trustee.
(e) Acceptance of Appointment.
(1) A successor Trustee shall deliver written acceptance of its appointment to
the retiring Trustee and to the County. Thereupon the resignation or removal of the
retiring Trustee shall be effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Trust Agreement.
(2) The successor Trustee shall mail a notice of its succession to the
Certificateholders.
(3) Upon the appointment of a successor Trustee becoming effective as
provided in this Section, the retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee.
Section 710. Merger, Consolidation and Succession to Business.
If the Trustee consolidates, merges or converts into, or transfers all or substantially all its
corporation trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee if such successor corporation is eligible under Section 608.
The successor Trustee may adopt the authentication of Certificates authenticated by the
predecessor Trustee and deliver such Certificates with the same effect as if the successor Trustee
had authenticated such Certificates.
Section 711. ERISA
The Trustee acknowledges and agrees that, in the event that assets of the Funding Trust
are deemed to be plan assets of a Certificateholder that is an employee benefit plan subject to
Title I of ERISA (an ERISA Plan), the Trustee is a fiduciary to such ERISA Plan with respect to
such ERISA Plan's undivided interests in the Trust Estate, and this Trust Agreement shall be
deemed to be the management agreement between the Trustee and such ERISA Plan.
Article VIII — Supplemental Trust Agreements
Section 801. Supplemental Trust Agreements without Consent of Certificateholders
Without the consent of the Holders of any Certificates, the County and the Trustee may
from time to time enter into one or more Trust Agreements supplemental to this Trust Agreement
(a Supplemental Trust Agreement) for any of the following purposes:
Las.r3-ocvb5f 18
(1) to correct or amplify the description of the Trust Estate, or better to assure,
convey and confirm unto the Trustee any of the Trust Estate or the lien of this Trust
Agreement thereon, or to subject additional property to the lien of this Trust Agreement;
or
(2) to add to the conditions, limitations and restrictions on the authorized
amount, terms or purposes of the issue, authentication and delivery of the Certificates, as
herein set forth, additional conditions, limitations and restrictions thereafter to be
observed; or
to evidence the succession of a new trustee under this Trust Agreement; or
(4) to add to rights, powers and remedies of the Trustee for the benefit of the
Holders of the Certificates; or
(5) to cure any ambiguity or to correct or supplement any provision in this
Trust Agreement which may be inconsistent with any other provision herein; or
(6) to make any other change that does not adversely affect the rights of
Certificateholders.
Section 802. Supplemental Trust Agreements with the Consent of Certificateholders
(a) With the consent of the Holders of not less than a majority in principal amount of
the Certificates then Outstanding, the Trustee may enter into one or more Supplemental Trust
Agreements for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Trust Agreement or of modifying in any manner the
rights of the Holders of the Certificates under this Trust Agreement; provided, however, that no
such Supplemental Trust Agreement shall, without the consent of the Holder of each Outstanding
Certificate affected thereby: or
(1) change any Principal Payment Date, or Interest Payment Date of any
Certificate, or any premium payable upon the redemption thereof, or change any place of
payment where, or the coin or currency in which, any Certificate, or the interest thereon
is payable, or impair the right to institute suit for the enforcement of any such payment on
or after the stated maturity thereof (or, in the case of redemption, on or after the
Redemption Date); or
(2) reduce the percentage in principal amount of the Outstanding Certificates,
the consent of whose Holders is required for any such Supplemental Trust Agreement, or
the consent of whose Holders is required for any waiver provided for this Trust
Agreement of compliance with certain provisions of this Trust Agreement or certain
defaults hereunder and their consequences; or
(3) modify any of the provisions of Section 202; or
(3)
Las.r3-ocvb5f 19
(4) modify any of the provisions of this Section or Section 801 except to
increase any percentage provided thereby or to provide that certain other provisions of
this Trust Agreement cannot be modified or waived without the consent of each Holder
affected thereby.
(b) It is not necessary that the required percentage in principal amount of
Certificateholders under this Section approve the particular form of any proposed Supplemental
Trust Agreement. It is sufficient if the Certificateholders approve the substance thereof.
Section 803. Execution of Supplemental Trust Agreements
(a) Prior to executing, or accepting the additional trusts created by, any Supplemental
Trust Agreement permitted by this Article or the modification thereby of the trusts created by
this Trust Agreement, the Trustee shall be entitled to receive and shall be fully protected in
relying upon, an opinion of counsel addressed and delivered to the Trustee stating to the effect
that the execution of such Supplemental Trust Agreement is authorized or permitted by this Trust
Agreement and that the Supplemental Trust Agreement will be a valid and binding agreement of
the County, upon the execution and delivery thereof.
(b) The Trustee is not obligated to enter into any Supplemental Trust Agreement that
affects the Trustee's own rights, duties or immunities under this Trust Agreement.
Section 804. Preconditions to Effectiveness
(a) No Supplemental Trust Agreement shall become effective unless and until the
Trustee shall have received an opinion of counsel in form and substance reasonably satisfactory
to the Trustee rendered by counsel reasonably acceptable to the Trustee to the effect that such
Funding Trust will be treated as a grantor trust under Subpart E, Part I of Subchapter J of
Chapter 1 of the Internal Revenue Code of 1986, as amended and that such supplement shall not
result in such Funding Trust being treated as other than such a grantor trust..
(b) Any Rating Agency shall receive notice of each Supplemental Trust Agreement
and a copy thereof at least 15 days in advance of its execution.
Section 805. Effect of Supplemental Trust Agreements
Upon the execution of any Supplemental Trust Agreement under this Article, this Trust
Agreement shall be modified in accordance therewith and such Supplemental Trust Agreement
shall form a part of this Trust Agreement for all purposes; and every Holder of Certificates
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.
Section 806. Reference in Certificates to Supplemental Trust Agreement
(a) Certificates authenticated and delivered after the execution of any Supplemental
Trust Agreement pursuant to this Article may, and if required by the Trustee shall, bear a
Las.r3-ocvb5f 20
(4) modify any of the provisions of this Section or Section 801 except to
increase any percentage provided thereby or to provide that certain other provisions of
this Trust Agreement cannot be modified or waived without the consent of each Holder
affected thereby.
(b) It is not necessary that the required percentage in principal amount of
Certificateholders under this Section approve the particular form of any proposed Supplemental
Trust Agreement. It is sufficient if the Certificateholders approve the substance thereof
Section 803. Execution of Supplemental Trust Agreements
(a) Prior to executing, or accepting the additional trusts created by, any Supplemental
Trust Agreement permitted by this Article or the modification thereby of the trusts created by
this Trust Agreement, the Trustee shall be entitled to receive and shall be fully protected in
relying upon, an opinion of counsel addressed and delivered to the Trustee stating to the effect
that the execution of such Supplemental Trust Agreement is authorized or permitted by this Trust
Agreement and that the Supplemental Trust Agreement will be a valid and binding agreement of
the County, upon the execution and delivery thereof.
(b) The Trustee is not obligated to enter into any Supplemental Trust Agreement that
affects the Trustee's own rights, duties or immunities under this Trust Agreement.
Section 804. Preconditions to Effectiveness
(a) No Supplemental Trust Agreement shall become effective unless and until the
Trustee shall have received an opinion of counsel in form and substance reasonably satisfactory
to the Trustee rendered by counsel reasonably acceptable to the Trustee to the effect that such
Funding Trust will be treated as a grantor trust under Subpart E, Part I of Subchapter J of
Chapter 1 of the Internal Revenue Code of 1986, as amended and that such supplement shall not
result in such Funding Trust being treated as other than such a grantor trust..
(b) Any Rating Agency shall receive notice of each Supplemental Trust Agreement
and a copy thereof at least 15 days in advance of its execution.
Section 805. Effect of Supplemental Trust Agreements
Upon the execution of any Supplemental Trust Agreement under this Article, this Trust
Agreement shall be modified in accordance therewith and such Supplemental Trust Agreement
shall form a part of this Trust Agreement for all purposes; and every Holder of Certificates
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.
Section 806. Reference in Certificates to Supplemental Trust Agreement
(a) Certificates authenticated and delivered after the execution of any Supplemental
Trust Agreement pursuant to this Article may, and if required by the Trustee shall, bear a
Las.r3-ocvb5f 20
notation in form approved by the Trustee as to any matter provided for in such Supplemental
Trust Agreement.
(b) If the County shall so determine, new Certificates so modified as to conform, in
the opinion of the Trustee and the County, to any such Supplemental Trust Agreement may be
prepared and authenticated and delivered by the Trustee in exchange for Outstanding
Certificates.
Article IX — Miscellaneous Provisions
Section 901. Notices to Certificateholders; Waiver.
(a) Where this Trust Agreement provides for the publication of notice to
Certificateholders, such notice shall be sufficiently given (unless otherwise expressly provided in
this Trust Agreement) if in writing and mailed, first-class postage prepaid, to each
Certificateholder at his address as it last appears in the Registry, not later than the latest date and
no earlier than the earliest date provide for the first publication of such notice.
(b) Where this Trust Agreement provides for notice in any manner, such notice may
be waived by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action taken in reliance on
the waiver.
Section 902. Severability
The invalidity or unenforceability of any provision of this Trust Agreement shall not
affect the remaining provisions hereof.
Section 903. Payments Due on Saturdays, Sundays and Holidays
In any case where the date fixed for payment of the Certificates shall not be a Business
Day, then such payment need not be made on such date but may be made on the next succeeding
Business Day with the same force and effect as if made on the date fixed for such payment.
Section 904. Any Request, Direction, Consent or Order
Any request, direction, consent or order of the County mentioned in this Trust Agreement
shall be sufficiently evidenced respectively by a request, direction, consent or order signed by the
County Executive.
Las.r3-ocvb5f 21
Las.r3-ocvb5f 22
[The next page is a signature page]
[Signature Page to Trust Agreement
between the County of Oakland and
The Huntington National Bank,
Columbus, Ohio
as Trustee, establishing the
2007 Oakland County Retiree Medical
Benefits Funding Trust]
THE COUNTY OF OAKLAND
By:
By:
Las.r3-ocvb5f 23
[Signature Page to Trust Agreement
between the County of Oakland and
The Huntington National Bank,
Columbus, Ohio
as Trustee, establishing the
2007 Oakland County Retiree Medical
Benefits Funding Trust]
THE HUNTINGTON NATIONAL BANK
By:
Las.r3-ocvb5f 24
[ADD OLD LEGEND, IF APPLICABLE]
Appendix A
Form of Certificate
The Certificate shall be in the following form and tenor with such changes as are
approved by the Person executing the same on behalf of the Funding Trust, such signature to be
conclusive evidence of such approval.
NOTICE: Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation (DTC) to the 2007 Oakland County Retiree
Medical Benefits Funding Trust or its agent for registration of transfer, exchange or payment,
and any Certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), any Transfer, Pledge
or Other Use Hereof for Value or Otherwise by or to any Person is Wrongful inasmuch as
the registered holder hereof, Cede & Co., has an interest herein.
R-1
2007 Oakland County Retiree Medical Benefits Funding Trust
Taxable Certificate of Participation, Series 2007
FUNDING RATE PRINCIPAL EUROCLEAR AND
(INTEREST RATE) PAYMENT DATE CLEARSTREAM
PER ANNUM (MATURITY DATE) CUSIP ISIN COMMON CODE
ORIGINAL ISSUE DATE:
REGISTERED HOLDER: CEDE & Co.
DENOMINATION (PRINCIPAL):
This is to Certify that the Registered Holder, or registered assigns, is the registered
owner of this certificate, which evidences a beneficial ownership interest in the trust estate (the
Trust Estate) described in the Trust Agreement, dated (the
Trust Agreement), between the below identified , the
, as trustee (such trustee and any successors as trustee, the
Trustee).
Las.r3-ocvb5f 1
Capitalized terms not defined herein and defined in the Trust Agreement or in the
Contract (as hereinafter defined) are used herein as therein defined.
This certificate is the only certificate of a series of certificates (the Certificates) issued by
the 2007 Oakland County Retiree Medical Benefits Funding Trust created pursuant to this Trust
Agreement (the Funding Trust), evidencing a beneficial ownership interest in the portion of the
Trust Estate attributable to this certificate (as described in the following paragraph) and which
represents the entire beneficial ownership interest in such portion of the Trust Estate.
The portion of the Trust Estate attributable to this Certificate consists of rights to receive
all those certain payments (Funding Trust Receivables as defined in this Trust Agreement)
made by the County of Oakland (the County) pursuant to the 2007 Oakland County Retiree
Medical Benefits Contract, dated as of July 1, 2007 (the Contract), between the County and The
Huntington National Bank, Columbus, Ohio„ as Trustee, listed in the columns captioned "20
Scheduled Payment" and "20_ Contract Charges @ °A" on Schedule A to the Contract.
Accordingly, the Registered Holder of this certificate is entitled to receive, subject to the terms
of the Contract and this Trust Agreement, in lawful money of the United States of America: (i)
on the Maturity Date stated above, a portion of the Scheduled Payments coming due on that date
equal to the Principal amount stated above, unless earlier redeemed as provided below, and (ii)
interest (the Interest) on this certificate, payable on October 1, 2007 and semiannually thereafter
(each an Interest Payment Date), from the Original Issue Date stated above, or the most recent
date to which Interest has been paid, to (but not including) the next Interest Payment Date,
computed as the cost of capital of this certificate by multiplying the outstanding Principal
amount of this certificate by the Interest Rate per annum stated above. Interest on this certificate
shall be computed on the basis of a 360-day year comprised of twelve 30-day months.
So long as the Registered Holder is Cede & Co., or any other nominee of DTC,
distributions of Principal and premium, if any, payable upon maturity or earlier redemption of
this certificate will be paid by the Trustee by wire. Distributions to any other Registered Holder
will be paid by check or draft, mailed, with respect to distributions of Interest, to the Registered
Owner shown in the Certificate registry kept by the Trustee at the close of business on the 15 th
day (whether or not a business day) preceding the respective Interest Payment Date (a Regular
Record Date) and, with respect to payment of Principal and premium, if any, upon presentation
and surrender of this certificate at the designated office of the Trustee.
Subject in all respects to the foregoing, this Trust Agreement and Contract provide for
allocation, computation, distribution and payments from the Trust Estate to the Registered
Holder and all other registered owners of the Certificates in accordance with their relative
entitlements in the event that the Trustee has received less than all the Funding Trust Receivables
payable on any date by the under the Contract.
On each Interest Payment Date (ending on the Maturity Date set forth above) amounts are
payable as Interest on this certificate from amounts the Trustee has received from the County as
a Contract Charge for such Interest Payment Date, computed as stated above, provided that such
Contract Charge is sufficient to pay Interest on all outstanding Certificates, computed in
accordance with their respective terms on the aggregate outstanding Principal amounts of all
Las.r3-ocvb5f 2
outstanding Certificates. Such Interest is payable to the respective Record Holders as of the
particular Regular Record Date immediately prior to such Interest Payment Date.
Any principal of any particular Certificate shall be reduced by any amount previously
paid as principal (excluding any amount representing a prepayment premium) (such principal to
the extent not so reduced outstanding Principal).
Outstanding Principal of this certificate is payable on the Maturity Date to the Registered
Holder hereof if the Trustee has received a Principal Payment.
The Contract and certificates evidencing a beneficial interest in other portions of the
Trust Estate provide for other payments (including payments on such certificates) to be made on
a parity with or prior to Interest and Principal hereon, and those other payments may result in
either Interest or Principal not being timely paid in full. Reference is made to the Contract for a
statement of the applicable priorities of payments.
Optional Redemption
The Scheduled Payments may be subject to prepayment on and after at the
option of the County, in any order, in whole or in part on any interest payment date on or after
at par plus accrued interest to the date of the prepayment.
Redemption from Redemption Payments correspondingly reduces Principal payable on
the Maturity Date (and the amount on which Interest is computed following such redemption).
The Registered Holder, by purchasing or acquiring this certificate, and each beneficial
owner of this certificate, by purchasing or acquiring a beneficial ownership interest therein, agree
that for all U.S. federal, state and local income, business, franchise and modified value added tax
purposes, (i) they will treat the Funding Trust as a grantor trust under the Internal Revenue Code
of 1986, as amended, (ii) they will be treated as the owner of an undivided pro rata interest in
the portion of the Trust Estate attributable to this certificate, and (iii) they will treat the Funding
Trust Receivables as payments in respect of indebtedness (and will thereby also acknowledge
that the Contract Payments including Scheduled Payments, Optional Prepayment Amounts and
the Contract Charges made by the County are payments in respect of indebtedness). This
certificate is payable solely from Contract Payments which may be received by the Trustee
pursuant to the Contract. Such Contract Payments will include Scheduled Payments and
Contract Charges payable by the County under the Contract corresponding to the Principal of
and Interest on the Certificates. The County's obligations to make Contract Payments are
unsecured contractual obligations of the County, enforceable in the same manner as any other
contractual obligation of the County. Such payment obligations of the County are not general
obligations of the County, and neither the faith and credit, taxing power nor any specific
revenues of the County are pledged to the Contract Payments coming due under the Contract.
The County's unconditional contractual obligation to pay all Contract Payments is not
"subject to appropriation," as is customary with many certificate of participation transactions
entered into by municipalities in the United States. The County's Contract is not subject to
termination if the County were to fail to appropriate sufficient amounts for the required payments
Las.r3-ocvb5f 3
in any single year. The County is legally bound to make all Contract Payments for the full term
of the Contract, and statutory remedies, including, but not limited to, the Revised Judicature Act
of 1961, Act No. 236 of the Michigan Public Acts of 1961, as amended, (Michigan Compiled
Laws Section 600.6093), exist to enforce the County's obligations.
Reference is hereby made to this Trust Agreement and the Contract (copies of which and
other documents related to the Certificates are on file at the designated office of the Trustee,
located in on the Original Issue Date) for a description of the
rights, responsibilities, and remedies of the Certificateholders and the Trustee.
Notice of Redemption shall be mailed by first-class mail, not less than 30 days nor more
than 45 days before the Redemption Date, to the Registered Holder of this certificate, as shown
on the Certificate registry kept by the Trustee, but neither failure to receive notice of redemption
given as provided in this Trust Agreement nor any defect in the notice so mailed shall affect the
sufficiency of the proceedings for redemption of any Certificates for which no failure or
deficiency occurred. This Trust Agreement provides that the Trustee shall provide additional
notice that provides material compliance with Securities Exchange Act Release No. 34-23856
(December 3, 1986) as the same may be modified, amended or supplemented from time to time
by formal action of the Securities and Exchange Commission or by generally accepted practice
of corporate trustees. No failure to give such additional notice or defect therein or in the manner
in which given shall affect the sufficiency of the proceedings for the redemption of any
Certificates.
If this certificate is duly called for Redemption and payment is duly provided therefor as
specified in this Trust Agreement, this certificate shall cease to accrue Interest from and after the
date fixed for Redemption.
The ownership of this certificate is transferable only upon the Registry kept by the
Trustee at the designated corporate trust office of the Trustee by the Registered Holder hereof in
person, or by such Registered Holder's attorney duly authorized in writing, upon the surrender of
this certificate together with a written instrument of transfer satisfactory to the Trustee duly
executed by the Registered Holder or such Registered Holder's attorney duly authorized in
writing, and thereupon a new registered certificate or certificates of the same tenor, representing
the same denomination in the aggregate and having the same Maturity Date shall be issued to the
transferee in exchange therefor as provided in this Trust Agreement and upon the payment of the
charges, if any, therein prescribed.
This certificate is not valid for any purpose until the Trustee's Certificate of
Authentication on this certificate has been executed by the Trustee.
[The Trustee's Certificate of Authentication follows]
Las.r3-ocvb5f 4
Certificate of Authentication
This certificate is one of the Certificates described in the within-mentioned Trust
Agreement.
as Trustee of the
Funding Trust
By:
Date of Authentication:
Las.r3-ocvb5f 5
Assignment
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please print or typewrite name and address of transferee)
the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within certificate on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed: NOTICE: The signature(s) to this
assignment must correspond with the name
as it appears upon the face of the within
certificate in every particular, without
alteration or enlargement or any change
whatsoever. When assignment is made by a
guardian, trustee, executor or administrator,
an officer of a corporation, or anyone in a
representative capacity, proof of such
person's authority to act must accompany
the certificate.
Signature(s) must be guaranteed by an eligible guarantor institution participating in a
Securities Transfer Association recognized signature guarantee program. The Transfer Agent
will not effect transfer of this certificate unless the information concerning the transferee
requested below is provided.
Name and Address:
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER
IDENTIFYING NUMBER OF (Include information for all joint owners
TRANSFEREE if the certificate is held by joint account.)
(Insert number for first named
Transferee if held by joint account)
Las.r3-ocvb5f 6
SCHEDULED
PAYMENT
$34,250,000
36,250,000
38,500,000
40,750,000
43,250,000
45,750,000
YEAR
2015
2016
2017
2018
2019
2020
2021
SCHEDULED
YEAR PAYMENT
2008 $21,250,000
2009 17,000,000
2010 18,000,000
2011 18,750,000
2012 20,000,000
2013 21,000,000
2014 22,000,000
SCHEDULED
PAYMENT YEAR
$23,250,000 2022
24,500,000 2023
26,000,000 2024
27,500,000 2025
29,000,000 2026
30,500,000 2027
32,500,000
APPENDIX C
ANNUAL AMOUNTS OF THE SCHEDULED PAYMENTS
14
APPENDIX D
MAXIMUM ANNUAL AMOUNT OF THE CONTRACT CHARGES
The maximum annual amount of the Contract Charges will be computed at a rate per annum
which does not exceed six and a half percent (6.5%) of the unpaid Scheduled Payments from
July 1, 2007 until the final payment on April 1, 2027.
Las.r8-ocvb5
APPENDIX E
[FORM OF OFFICIAL NOTICE OF SALE]
$570,000,000
2007 OAKLAND COUNTY RETIREE MEDICAL BENEFITS FUNDING TRUST
2007 OAKLAND COUNTY RETIREE MEDICAL BENEFITS FUNDING TRUST
TAXABLE CERTIFICATES OF PARTICIPATION, SERIES 2007
SEALED OR ELECTRONIC BIDS: Sealed written bids for the purchase of the Taxable
Certificates of Participation described herein (the "Certificates") will be received on behalf of the
2007 Oakland County Retiree Medical Benefits Funding Trust (the "Trust") by an agent of the
undersigned, at the office of the County Treasurer, County Service Center, Building # 12 East,
1200 N. Telegraph Rd., Pontiac, Michigan, 48341 on , 2007, until : .m., Eastern
Daylight Savings Time, at which time and place the bids will be publicly opened andread.
In the alternative, sealed written bids will also be received on the same date and until the
same time by an agent of the undersigned at the Municipal Advisory Council of Michigan, First
National Building, 660 Woodward, Suite 1445, Detroit, Michigan 48226, where they will be
publicly opened simultaneously. Bids received at Pontiac, Michigan will be read first followed
by bids received at the alternate location. Bidders may choose either location to present bids and
good faith checks, but not both locations.
Any bidder may submit a bid in person to either bidding location. However, no bidder is
authorized to submit a FAX bid to Pontiac, Michigan.
Also in the alternative, electronic bids will also be received on the same date and until the
same time by an agent of the undersigned Bidcomp/Parity. Further information about
Bidcomp/Parity, including any fee charged, may be obtained from Bidcomp/Parity, Eric
Washington, 1359 Broadway, 2nd floor, New York, New York, 10018, (212) 849-5021.
NO ELECTRONIC BIDS WILL BE ACCEPTED UNLESS THE BIDDER HAS
SUBMITTED A FINANCIAL SURETY BOND OR A GOOD FAITH CHECK IN THE
AMOUNT REQUIRED.
If any provision of this Notice of Sale shall conflict with information provided by
Bidcomp/Parity as the approved provider of electronic bidding services, this Notice of Sale shall
control.
The Certificates will be awarded or all bids will be rejected by the County
Treasurer, as an agent of the Trust in formation at a proceeding to be held on the day of
the sale.
CERTIFICATE DETAILS: The Certificates will be fully registered Certificates, both as to
principal and interest, in any one or more denominations of $5,000 or a multiple of $5,000, not
exceeding the aggregate amount for each maturity, dated July 1, 2007, numbered from 1 upwards
and will bear interest from their date of issuance payable on October 1, 2007 and semiannually
thereafter on each April 1 and October 1 until maturity. The Certificates will be payable on
April 1 of each year as follows:
Las.r8-ocvb5
YEAR PRINCIPAL
2022 $34,250,000
2023 36,250,000
2024 38,500,000
2025 40,750,000
2026 43,250,000
2027 45,750,000
YEAR
2008
2009
2010
2011
2012
2013
2014
PRINCIPAL
$21,250,000
17,000,000
18,000,000
18,750,000
20,000,000
21,000,000
22,000,000
YEAR
2015
2016
2017
2018
2019
2020
2021
PRINCIPAL
$23,250,000
24,500,000
26,000,000
27,500,000
29,000,000
30,500,000
32,500,000
INTEREST RATE AND PROPOSING DETAILS: The Certificates shall bear interest at a
rate or rates not exceeding 6.5% per annum, to be fixed by the proposals therefor, expressed in
multiples of 1/8 or 1/20 of 1%, or both. The interest on any one bond shall be at one rate only.
All Certificates maturing in any one year must carry the same interest rate. THE INTEREST
RATE BORNE BY Certificates MATURING IN ANY YEAR SHALL NOT BE AT A RATE
LOWER THAN THE RATE BORNE BY Certificates MATURING IN ANY PRECEDING
YEAR. No proposal for the purchase of less than all of the Certificates, at a price less than 99%
or more than 100% of their par value or at an interest rate or rates that will result in a net interest
cost of more than 6.5% per annum, will be considered. If a price less than 100% of the par value
of the Certificates is bid, the discount must at least $5,415,000.
GLOBAL BOOK-ENTRY SYSTEM: The Certificates will be issued in book-entry-only form
as one fully-registered Certificate per maturity and will be registered in the name of Cede & Co.,
as nominee for The Depository Trust Company,("DTC"), New York, New York. DTC will act
as securities depository for the Certificates. Purchase of the Certificates will be made in book-
entry-only form, in the denomination of $5,000 or any multiple thereof. Purchasers will not
receive Certificates representing their interest in Certificates purchased. Clearance is expected to
be available through DTC and also through Clearstream and Euroclear, which will hold omnibus
positions on behalf of their participants in the books of their respective depositories. The global
book-entry system is described further in the preliminary offering circular for the Certificates.
TRUSTEE, PAYING AGENT AND DATE OF RECORD: The Huntington National Bank,
Columbus, Ohio, has been selected as trustee and paying agent (the "Trustee") for the
Certificates. The Trustee will keep records of the registered holders of the Certificates, serve as
transfer agent for the Certificates, authenticate the original and any re-issued Certificates and pay
interest by check or draft mailed to the registered holders of the Certificates as shown on the
registration books of the Trust kept by the Trustee on the applicable date of record. The date of
record for each interest payment shall be the 15th day of the month before such payment is due.
The principal of and redemption premium, if any, on the Certificates will be paid when due upon
presentation and surrender thereof to the Trustee. As long as DTC, or its nominee Cede & Co.,
is the registered owner of the Certificates, payments will be made directly to such registered
owner. Disbursement of such payments to DTC participants is the responsibility of DTC and
disbursement of such payments to the beneficial owners of the Certificates is the responsibility of
DTC participants and indirect participants as described in the preliminary offering circular for
the Certificates. The Trust may from time to time as required designate a successor trustee and
paying agent.
OPTIONAL REDEMPTION: Certificates maturing prior to April 1, 2015, shall not be subject
to redemption prior to maturity. Certificates maturing on and after April 1, 2015 shall be subject
to redemption in whole or in part on any interest payment date on and after April 1, 2014, and in
any order, at the option of the Trust, at par, plus accrued interest to the date fixed for redemption.
2
Notice of Redemption shall be mailed by first-class mail, not less than 30 days nor more
than 45 days before the Redemption Date, to the Registered Holder of this certificate, as shown
on the Certificate registry kept by the Trustee, but neither failure to receive notice of redemption
given as provided in the trust agreement dated July 1, 2007 (the "Trust Agreement") nor any
defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption of
any Certificates for which no failure or deficiency occurred. The Trust Agreement provides that
the Trustee shall provide additional notice that provides material compliance with Securities
Exchange Act Release No. 34-23856 (December 3, 1986) as the same may be modified,
amended or supplemented from time to time by formal action of the Securities and Exchange
Commission or by generally accepted practice of corporate trustees. No failure to give such
additional notice or defect therein or in the manner in which given shall affect the sufficiency of
the proceedings for the redemption of any Certificates.
PURPOSE AND SECURITY: The Certificates are to be issued pursuant to the 2007 Oakland
County Retiree Medical Benefits Funding Trust Agreement the ("Trust Agreement") approved
by an ordinance adopted by the Oakland County Board of Commissioners on June 14, 2007 (the
"Ordinance") pursuant to the authority granted to the Board of Commissioners by Act No. 139 of
Public Acts of Michigan of 1973, as amended. The Certificates will be payable from scheduled
payments (the "Scheduled Payments") and contract charges (the "Contract Charges") to be made
by the County to the Trustee under the Trust Agreement pursuant to a contract dated as of July 1,
2007 between the County and the Trust which was also approved by the Ordinance (the
"Contract").
The Certificates are payable solely from all Contract Payments which may be received by
the Trustee pursuant to the Contract. Such Contract Payments will include all Scheduled
Payments and Contract Charges payable by the County under the Contract, corresponding to the
principal of and interest on the Certificates. The County's obligations to make Contract
Payments are unsecured contractual obligations of the County, enforceable in the same manner
as any other contractual obligation of the County. Such payment obligations of the County are
not general obligations of the County, and neither the faith and credit, taxing power nor any
specific revenues of the County are pledged to the Contract Payments coming due under the
Contract.
The County's unconditional contractual obligation to pay all Contract Payments is not
"subject to appropriation," as is customary with many certificate of participation transactions
entered into by municipalities in the United States. The County's Contract is not subject to
termination if the County were to fail to appropriate sufficient amounts for the required payments
in any single year. The County is legally bound to make all Contract Payments for the full term
of the Contract, and statutory remedies, including, but not limited to, the Revised Judicature Act
of 1961, Act No. 236 of the Michigan Public Acts of 1961, as amended, (Michigan Compiled
Laws Section 600.6093), exist to enforce the County's obligations.
INSURANCE AT PURCHASER'S OPTION: If the Certificates qualify for issuance of any
policy of insurance or commitment therefor at the option of the bidder/purchaser, the purchase of
any such insurance policy or the issuance of any such commitment shall be at the option and
expense of the purchaser of the Certificates. Any increased costs of issuance of the Certificates
resulting from such purchase of insurance shall be paid by the purchaser. Any additional rating
agency fees shall be the responsibility of the purchaser. FAILURE OF THE INSURER TO
ISSUE THE POLICY AFTER THE CERTIFICATES HAVE BEEN AWARDED TO THE
PURCHASER SHALL NOT CONSTITUTE CAUSE FOR FAILURE OR REFUSAL BY THE
PURCHASER TO ACCEPT DELIVERY OF THE CERTIFICATES FROM THE TRUST.
GOOD FAITH CHECK: A certified or cashier's check drawn upon an incorporated bank or
trust company or a financial surety bond in an amount equal to 1.0% ($5,700,000) of the face
3
amount of the Certificates, and payable to the order of the Oakland County Treasurer, as trustee
for the receipt of the good faith check (the "Treasurer"), must be deposited with the Trust within
four hours of being notified by the Trust that the bid is accepted on the part of the bidder, to be
forfeited as liquidated damages if such bid be accepted and the bidder fails to take up and pay for
the Certificates. If a financial surety bond is used, it must be from an insurance company
licensed to issue such a bond in the State of Michigan and such bond must be submitted to the
Treasurer prior to the opening of the bids. If the Certificates are awarded to a bidder utilizing a
financial surety bond, then that purchaser (the "Purchaser") is required to submit its good faith
deposit to the Trust in the form of a cashier's check (or wire transfer such amount as instructed
by the Trust or its financial advisor) not later than twelve 12 o'clock noon, Eastern Time, on the
next business day following the award. The good faith deposit will be applied to the purchase
price of the Certificates. No interest shall be allowed on the good faith checks, and checks of the
unsuccessful bidders will be promptly returned to such bidder's representative or by registered
mail. The good faith check of the successful bidder will be cashed immediately, in which event,
payment of the balance of the purchase price of the Certificates shall be made at the closing. The
Treasurer will invest the proceeds of the good faith check until closing at which time the entire
proceeds will be paid into the Trust.
AWARD OF THE CERTIFICATES — TRUE INTEREST COST: The Certificates will be
awarded to the bidder whose bid produces the lowest true interest cost determined in the
following manner: the lowest true interest cost will be the single interest rate (compounded on
October 1, 2007 and semi-annually thereafter) necessary to discount the debt service payments
from their respective payment dates to July 1, 2007 in an amount equal to the price bid,
excluding accrued interest. Each bidder shall state in its bid the true interest cost to the Trust,
computed in the manner specified above. The anticipated date of delivery of the Certificates
shall not be later than July 3 1, 2007.
LEGAL OPINION: Proposals shall be conditioned upon the approving opinion of Axe &
Ecklund, P.C., Grosse Pointe Farms, Michigan (the "Bond Counsel"), a copy of which will be
printed on the reverse side of each Certificate and the original of which will be furnished without
expense to the Purchaser of the Certificates at the delivery thereof. The fees of Bond Counsel for
its services in connection with such approving opinion are expected to be paid from Certificate
proceeds. Except to the extent necessary to issue such opinion and as described in the offering
circular, Bond Counsel has not been requested to examine or review, and has not examined or
reviewed, any financial documents, statements or other materials that have been or may be
furnished in connection with the authorization, marketing or issuance of the Certificates and,
therefore, has not expressed and will not express an opinion with respect to the accuracy or
completeness of the offering circular or any such financial documents, statements or materials.
TAX STATUS OF FUNDING TRUST: In the opinion of Roberts & Holland LLP, the Funding
Trust will be treated as a grantor trust under Subpart E, Part I of Subchapter J of the Internal
Revenue Code of 1986, as amended. Each Beneficial Owner of Certificates will be treated as the
owner of an undivided pro rata interest in the portion of the Trust Estate attributable to such
Beneficial Owner's Certificates. The Funding Trust Receivables will constitute payments in
respect of indebtedness.
TAX STATUS OF SCHEDULED PAYMENTS - this section is subject to review by Roberts &
Holland LLP: [In the opinion of Robert & Holland LLP the payments (Scheduled Payments
and Contract Charges) in respect of the Contract received by the Funding Trust will constitute
payments in respect of indebtedness for U.S. federal income tax purposes. Accordingly, the
Contract Charges received by the Funding Trust under the Contract will constitute interest in
respect of indebtedness for U.S. federal income tax purposes"
4
CERTIFICATE REGARDING "ISSUE PRICE": The successful bidder will be required to
furnish, prior to the delivery of the Certificates, a certificate in a form acceptable to Bond
Counsel, as to the "issue price" of the Certificates within the meaning of Section 1273 of the
Internal Revenue Code of 1986, as amended.
DELIVERY OF CERTIFICATES: The Trust will furnish Certificates ready for execution at
its expense. Certificates will be delivered without expense to the purchaser. The usual closing
documents, including a certificate that no litigation is pending affecting the issuance of the
Certificates, will be delivered at the time of delivery of the Certificates. If the Certificates are
not tendered for delivery by twelve o'clock noon, Eastern Time, on the 45th day following the
date of sale or the first business day thereafter if the 45th day is not a business day, the successful
bidder may on that day, or any time thereafter until delivery of the Certificates, withdraw its bid
by serving written notice of cancellation on the undersigned, in which event the Trust shall
promptly return the good faith deposit. Payment for the Certificates shall be made in Federal
Reserve Funds. Accrued interest to the date of delivery of the Certificates shall be paid by the
purchaser at the time of delivery. Unless the purchaser of the Certificates furnishes the Trustee
with a list of names and denominations in which it wishes to have the Certificates issued at least
ten (10) business days before delivery of the Certificates, the Certificates will be delivered in the
form of one Certificate for each maturity, registered in the name of the purchaser.
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE: In order to assist bidders
in complying with SEC Rule 15c2-12, as amended, the County will covenant to undertake
(pursuant to a resolution adopted or to be adopted by its governing body), to provide annual
reports and timely notice of certain events for the benefit of beneficial owners of the Certificates.
The details and terms of the undertaking are set forth in a Continuing Disclosure Certificate to be
executed and delivered by the Trust, a form of which is included in the preliminary offering
circular and in the final offering circular.
OFFERING CIRCULAR:
Hard Copy
A copy of the preliminary offering circular (the "Preliminary Offering Circular") may be
obtained by contacting Municipal Financial Consultants Incorporated at the address listed below.
The Preliminary Offering Circular is in a form deemed final as of its date by the Trust for
purposes of SEC Rule 15c2-12(b)(1), but is subject to revision, amendment and completion of a
final offering circular (the "Final Offering Circular"). The successful bidder shall supply to the
undersigned agent for the Trust within twenty-four hours (24) after the award of the Certificates,
all pricing information and any underwriter identification determined by Bond Counsel to be
necessary to complete the Final Offering Circular.
Internet
In addition, the Trust has authorized the preparation and distribution of a Preliminary
Offering Circular containing information relating to the Certificates via the Internet. The
Preliminary Offering Circular can be viewed and downloaded at www.i-
dealprospectus.com/PDF .asp?doc= or www.tm3.com .
The Trust will furnish to the successful bidder, at no cost, 125 copies of the Final
Offering Circular within seven (7) business days after the award of the Certificates. Additional
copies will be supplied upon the bidder's agreement to pay the cost incurred by the Trust for
those additional copies.
5
The Trust shall deliver at closing an executed certificate to the effect that as of the date of
delivery the information contained in the Final Offering Circular, including revisions,
amendments and completions as necessary, relating to the Trust and the Certificates is true and
correct in all material respects, and that such Final Offering Circular does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make statements therein,
in light of the circumstances under which they were made, not misleading.
CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Certificates,
but neither the failure to print such numbers nor any improperly printed number shall constitute
cause for the purchaser to refuse to accept delivery of, or to pay for the Certificates. All
expenses for printing CUSIP numbers on the Certificates will be paid by the Trust, except that
the CUSIP Service Bureau charge for the assignment of such numbers shall be the responsibility
of and paid for by the purchaser.
ADDITIONAL INFORMATION: Further information may be obtained from the undersigned
at the address specified above or from Meredith A. Shanle, Municipal Financial Consultants
Incorporated, 21 Kercheval Ave., Suite 360, Grosse Pointe Farms, Michigan 48236, telephone
(313) 884-9824.
THE RIGHT IS RESERVED TO REJECT ANY OR ALL BIDS.
ENVELOPES: Envelopes containing the bids should be plainly marked "Bid for 2007 Oakland
County Retiree Medical Benefits Funding Trust Taxable Certificates of Participation, Series
2007"
PATRICK M. DOHANY, OAKLAND COUNTY TREASURER
ON BEHALF OF THE TRUST IN FORMATION
las.r8-ocvb5
6
%
$
APPENDIX F
[FORM OF AWARD ORDER]
$
2007 OAKLAND COUNTY RETIREE MEDICAL BENEFITS FUNDING TRUST
TAXABLE CERTIFICATES OF PARTICIPATION, SERIES 2007
WHEREAS, on the date of this Order, the bids summarized on EXHIBIT I (attached
hereto) for the purchase of the $ principal amount of Taxable Certificates of
Participation, Series 2007 (the "Certificates"), to be issued by the 2007 Oakland County Retiree
Medical Benefits Funding Trust (the "Trust") were received and publicly opened and read; and
WHEREAS, the following bid produces the lowest interest cost computed by
determining, at the rates specified in such bid, the total dollar value of all interest on the
Certificates from 1, 2007, to maturity and adding thereto any discount all as provided in
the Notice of Sale with respect to the Certificates published in The Bond Buyer on ,
2007:
Bidder:
True Interest Rate:
Discount:
and the bid submitted by such bidder (the "Purchaser") in all respects conforms to the
requirements of the Notice of Sale; and
WHEREAS, the sale of the Certificates was duly authorized and conducted according to
law;
NOW, THEREFORE, IT IS ORDERED BY COUNTY TREASURER ON BEHALF OF
THE TRUST, as follows:
1. The action of the County Treasurer in fixing this date of sale of the Certificates, in
dating the Certificates 1, 2007, and in publishing such Notice of Sale as heretofore
provided, are hereby ratified and confirmed.
2. The content of the aforementioned Notice of Sale (a copy of which is attached
hereto) published in connection with the solicitation of bids for the purchase of the Certificates is
hereby ratified and confirmed.
Las.r8-ocvb5
3. The bid of to purchase the $ aggregate principal
amount of the Certificates in the maturities set forth in EXHIBIT I at par, plus accrued interest to
the date of delivery, less a discount of $ and bearing interest per annum as shown on
EXHIBIT I with a true interest rate of % which bid produces the lowest true interest
cost to the Trust, is hereby accepted, and all other bids (as set forth on EXHIBIT I) are hereby
rejected and the checks of the unsuccessful bidders are ordered to be returned.
4. The Trust shall issue the Certificates in accordance with the terms set forth in the
Trust Agreement between the County and the Trustee.
Dated: , 2007
County Treasurer
on behalf of the Trust
las.r8-ocvb5
2
EXHIBIT I
$
2007 OAKLAND COUNTY RETIREE MEDICAL BENEFITS FUNDING TRUST
TAXABLE CERTIFICATES OF PARTICIPATION, SERIES 2007
Sale Date: , 2007 Good Faith Check: $
Time: : _.m., ET Discount: $ (1%)
Dated: 1, 2007 Maximum Interest: 6.5%
Maturities - Due April 1
YEAR AMOUNT YEAR AMOUNT YEAR AMOUNT
Bidder:
2008 % 2018 %
2009 % 2019 % Discount: $
2010 % 2020 %
2011 % 2021 % True Int Rate:
2012 % 2022 %
2013 % 2023 %
2014 % 2024 %
2015 % 2025 %
2016 % 2026 %
2017 % 2027 %
Certificate Counsel
AXE & ECICLUND, P.C.
Grosse Pointe Farms, Michigan
%
Las.r8-ocvb5
q •AIPSWW
I
uit
li
Ru n on, County Clerk
Resolution #07146— (Ordinance /28) June 14, 2007
Moved by Rogers supported by Woodward the resolution be adopted.
AYES: Crawford, Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel, Hatchett,
Jacobsen, KowaII, Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Suarez,
Woodward, Zack, Bullard, Burns, Coulter. (24)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution was adopted.
I MY APPROVE THE FOREGOING RESOLUTION
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 June 14, 2007, 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 14th day of June, 2007.