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HomeMy WebLinkAboutResolutions - 2024.04.11 - 41127 AGENDA ITEM: Authorizing the Issuance of Bonds to Finance Improvements for the Oakland County-owned City of Pontiac Sewage Disposal System DEPARTMENT: Water Resources Commissioner MEETING: Board of Commissioners DATE: Thursday, April 11, 2024 6:31 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2024-3995 _ 24-20 Motion to adopt the attached suggested resolution. ITEM CATEGORY SPONSORED BY Bonds Yolanda Smith Charles INTRODUCTION AND BACKGROUND The issuance of bonds, in an amount not to exceed $5 million, is needed to upgrade the Oakland- County owned City of Pontiac Sewage Disposal System which includes the replacement of a critical forcemain. POLICY ANALYSIS This is a request to adopt the resolution as presented authorizing issuance of bonds to finance improvements for the County’s City of Pontiac Sewage Disposal System in the aggregate principal amount of not to exceed $5 million and pledging the full faith and credit of Oakland County for the prompt payment of the principal of and interest on the bonds. The Notice of Intent to issue bonds for the MLK Pump Station project was approved by the Board of Commissioners on January 18, 2024 (Resolution #2023-3694 _ 24-1). Bonds will be secured by revenues of the system and the County’s limited tax full faith and credit pledge. These bonds would be issued in one or more series in an amount not to exceed $5 million. That amount is expected to be sufficient to finance the cost of the project. BUDGET AMENDMENT REQUIRED: No Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com or the department contact persons listed for additional information. CONTACT Joel Brown Eric McGlothlin ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 4/11/2024 David Woodward, Board of Commissioners Approved - 4/11/2024 Hilarie Chambers, Executive's Office Approved - 4/12/2024 Lisa Brown, Clerk/Register of Deeds Final Approval - 4/16/2024 AGENDA DEADLINE: 04/21/2024 6:31 PM ATTACHMENTS 1. 2024-04-03 EDI Memo for Sewage Disposal Bond Issue with JB edits COMMITTEE TRACKING 2024-04-03 Economic Development & Infrastructure - Forward to Finance 2024-04-03 Finance - Recommend to Board 2024-04-11 Full Board - Adopt Motioned by: Commissioner Michael Gingell Seconded by: Commissioner Penny Luebs Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson Gault, Linnie Taylor (17) No: None (0) Abstain: None (0) Absent: Karen Joliat, William Miller III (2) Passed April 11, 2024 RESOLUTION #2024-3995 _ 24-20 Sponsored By: Yolanda Smith Charles Water Resources Commissioner - Authorizing the Issuance of Bonds to Finance Improvements for the Oakland County-owned City of Pontiac Sewage Disposal System Chair and Members of the Board: WHEREAS the Board of Commissioners of the County of Oakland (the “County”) previously determined that it is necessary to acquire, construct, and install sewage disposal system improvements and facilities to improve the County’s City of Pontiac Sewage Disposal System (the “System”) to serve users of the System and the residents of the County, which improvements shall include without limitation the replacement of sanitary sewer mains, construction of new sanitary sewer mains, a new pump station, valve vault, and sewer force main, and improvements to related facilities as well as all work necessary and incidental to these improvements, including without limitation the restoration of property, streets, rights-of-way, and easements affected by the improvements (the “Project”) through the issuance of bonds pursuant to the provisions of Act 34, Public Acts of Michigan, 2001, as amended (“Act 34”); and WHEREAS notice of the issuance of the bonds as required by section 517 of Act 34 was published in The Oakland Press on January 22, 2024; and WHEREAS the total cost of the Project is estimated to be $5,000,000; and WHEREAS the statutory limit for County debt is $9,768,281,836 (10% of State Equalized Value). As of February 29, 2024, the total pledged debt is $567,086,870 or approximately 5.805% of the S.E.V.; and WHEREAS the Board of Commissioners has determined to issue bonds and to use the proceeds of the sale of such bonds to finance all or part of the cost of the Project; and WHEREAS the County has agreed in a Continuing Covenant Agreement dated as of September 27, 2013, between the County and Bank of America, N.A. (the "Bank of America Continuing Covenant Agreement") to provide to Bank of America, N.A. certain information pursuant to Article VI, Section 6.05 (f) of the Bank of America Continuing Covenant Agreement that relates to a final official statement or other offering or disclosure document prepared in connection with an offering of securities by the County. NOW THEREFORE BE IT RESOLVED by the Board of Commissioners of the County of Oakland, Michigan, as follows: 1. AUTHORIZATION OF BONDS – PURPOSE. Bonds of the County aggregating the principal sum of not to exceed Five Million Dollars ($5,000,000) shall be issued and sold in one or more series for the purpose of defraying all or part of the cost of the Project. 2. BOND DETAILS. Each series of bonds shall be designated "Sewage Disposal System Capital Improvement Bonds” with such other title or with such additional series designation as may be determined by the by the County Water Resources Commissioner, acting as County Agency for the County (the “County Agency”), at the time of sale of the bonds; shall be dated as of the date approved by the County Agency; shall be issued in such aggregate principal amount as determined by the County Agency; shall be numbered from 1 upwards; shall be fully registered; shall be in the denomination of $5,000 each or any integral multiple thereof not exceeding the aggregate principal amount for each maturity at the option of the purchaser thereof; shall bear interest at a rate or rates not exceeding 6% per annum as shall be determined by the County Agency; shall be used to pay for such portion of the Project as determined by the County Agency; shall be payable as to interest on such dates as shall be determined by the County Agency; and shall be serial bonds and/or term bonds and mature in such amounts and on such dates and in such years as shall be determined by the County Agency; provided, however, that the final maturity of any series of bonds shall not be later than 21 years after its date of issuance. If requested by the original purchaser of the bonds and determined by the County Agency, the bonds may be issued in the form of a single bond with an exhibit containing the principal maturity amounts and applicable interest rates and due dates. 3. PAYMENT OF PRINCIPAL AND INTEREST. The principal of and interest on the bonds shall be payable in lawful money of the United States. Principal shall be payable upon presentation and surrender of the bonds to the bond registrar and paying agent as they severally mature or otherwise as determined by the County Agency. Interest shall be paid to the registered owner of each bond as shown on the registration books at the close of business on the 15th day of the calendar month preceding the month in which the interest payment is due. Interest shall be paid when due by wire transfer or other electronic means or by check or draft mailed by the bond registrar and paying agent to the registered owner at the registered address or otherwise as determined by the County Agency. 4. BOOK-ENTRY SYSTEM. Initially one fully-registered bond for each maturity, in the aggregate amount of such maturity, shall be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) for the benefit of other parties (the "Participants") in the book-entry-only transfer system of DTC. In the event the County determines that it is in the best interest of the County not to continue the book-entry system of transfer or that the interests of the holders of the bonds might be adversely affected if the book-entry system of transfer is continued, the County may notify DTC and the bond registrar and paying agent, whereupon DTC will notify the Participants of the availability through DTC of bond certificates. In such event, the bond registrar and paying agent shall deliver, transfer and exchange bond certificates as requested by DTC and any Participant or "beneficial owner" in appropriate amounts in accordance with this Resolution. DTC may determine to discontinue providing its services with respect to the bonds at any time by giving notice to the County and the bond registrar and paying agent and discharging its responsibilities with respect thereto under applicable law or the County may determine that DTC is incapable of discharging its duties and may so advise DTC. In either such event, the County shall use reasonable efforts to locate another securities depository. Under such circumstances (if there is no successor securities depository), the County and the bond registrar and paying agent shall be obligated to deliver bond certificates in accordance with the procedures established by this Resolution. In the event bond certificates are issued, the provisions of this Resolution shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates. Whenever DTC requests the County and the bond registrar and paying agent to do so, the County and the bond registrar and paying agent shall cooperate with DTC in taking appropriate action after reasonable notice to make available one or more separate certificates evidencing the bonds to any Participant having bonds certified to its DTC account or to arrange for another securities depository to maintain custody of certificates evidencing the bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, interest on and redemption premium, if any, on such bonds and all notices with respect to the bonds shall be made and given, respectively, to DTC as provided in the Blanket Issuer Letter of Representations relating to the bonds. The County Treasurer and the County Agency are each authorized to sign the Blanket Issuer Letter of Representations on behalf of the County, in such form as such officer deems necessary or appropriate in order to accomplish the issuance of the bonds in accordance with law and this Resolution. Notwithstanding any other provision of this section to the contrary, if the County Agency deems it to be in the best interest of the County, the bonds shall not initially be issued through the book-entry-only transfer system of DTC. 1. PRIOR REDEMPTION. The bonds may be subject to optional and/or mandatory redemption prior to maturity upon such terms and conditions as shall be determined by the County Agency. 2. BOND REGISTRAR AND PAYING AGENT. The County Treasurer shall designate, and may enter into an agreement with, a bond registrar and paying agent for the bonds which shall be a bank or trust company located in the State of Michigan which is qualified to act in such capacity under the laws of the United States of America or the State of Michigan. The County Treasurer from time to time as required may designate a similarly qualified successor bond registrar and paying agent. Notwithstanding any provision of this section to the contrary, if the County Agency deems it to be in the best interest of the County, the County Treasurer shall serve as bond registrar and paying agent for the bonds. 3. EXECUTION, AUTHENTICATION AND DELIVERY OF BONDS. The bonds shall be executed in the name of the County by the manual or facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and authenticated by the manual signature of an authorized representative of the bond registrar and paying agent, and the seal of the County (or a facsimile thereof) shall be impressed or imprinted on the bonds. After the bonds have been executed and authenticated for delivery to the original purchaser thereof, they shall be delivered by the County Treasurer to the purchaser upon receipt of the purchase price. Additional bonds bearing the manual or facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and upon which the seal of the County (or a facsimile thereof) is impressed or imprinted may be delivered to the bond registrar and paying agent for authentication and delivery in connection with the exchange or transfer of bonds. The bond registrar and paying agent shall indicate on each bond the date of its authentication. 4. EXCHANGE AND TRANSFER OF BONDS. Any bond, upon surrender thereof to the bond registrar and paying agent with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney, at the option of the registered owner thereof, may be exchanged for bonds of any other authorized denominations of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. Each bond shall be transferable only upon the books of the County, which shall be kept for that purpose by the bond registrar and paying agent, upon surrender of such bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney. Upon the exchange or transfer of any bond, the bond registrar and paying agent on behalf of the County shall cancel the surrendered bond and shall authenticate and deliver to the transferee a new bond or bonds of any authorized denomination of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. If, at the time the bond registrar and paying agent authenticates and delivers a new bond pursuant to this section, payment of interest on the bonds is in default, the bond registrar and paying agent shall endorse upon the new bond the following: “Payment of interest on this bond is in default. The last date to which interest has been paid is [appropriate date to be inserted].” The County and the bond registrar and paying agent may deem and treat the person in whose name any bond shall be registered upon the books of the County as the absolute owner of such bond, whether such bond shall be overdue or not, for the purpose of receiving payment of the principal of and interest on such bond and for all other purposes, and all payments made to any such registered owner, or upon his order, in accordance with the provisions of section 3 of this Resolution shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid, and neither the County nor the bond registrar and paying agent shall be affected by any notice to the contrary. The County agrees to indemnify and save the bond registrar and paying agent harmless from and against any and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without negligence hereunder, in so treating such registered owner. For every exchange or transfer of bonds, the County or the bond registrar and paying agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. 1. FORM OF BONDS. The bonds shall be in substantially the following form, with such additions, deletions and modifications as are approved by the County Agency and consistent with the terms of this Resolution: [FORM OF BOND] UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND SEWAGE DISPOSAL SYSTEM CAPITAL IMPROVEMENT BOND, SERIES 2024A INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP Registered Owner: Principal Amount: The County of Oakland, State of Michigan (the “County”) acknowledges itself indebted to and for value received hereby promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount set forth above on the Maturity Date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender of this bond at ____________________________________________ in the city of _______________, Michigan, the bond registrar and paying agent, and to pay to the Registered Owner, as shown on the registration books at the close of business on the 15th day of the calendar month preceding the month in which an interest payment is due, by check or draft mailed by the bond registrar and paying agent by first class mail postage prepaid to the Registered Owner at the registered address, interest on such Principal Amount from the Date of Original Issue or such later date through which interest shall have been paid until the County's obligation with respect to the payment of such Principal Amount is discharged at the rate per annum specified above. Interest is payable on the first day of _________ and ________ in each year, commencing ____________ 1, 20__. Principal and interest are payable in lawful money of the United States of America. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. This bond is one of a series of bonds aggregating the principal sum of _______________________________ Dollars ($_________) issued by the County under and pursuant to and in full conformity the Constitution and Statutes of Michigan (especially Act No. 34, Public Acts of 2001, as amended) and a bond authorizing resolution adopted by the Board of Commissioners of the County (the “Resolution”) and an order of the Water Resources Commissioner of the County, as County Agency, for the purpose of defraying all or part of the cost of acquiring, constructing, and installing sewage disposal system facilities to improve the County’s City of Pontiac Sewage Disposal System to serve users of the County’s City of Pontiac Sewage Disposal System in the County of Oakland, Michigan (the “System”). The County has authorized the revenues of the System to be used to pay the principal of and interest on the bonds when due. In addition, the County has irrevocably pledged its full faith and credit for the prompt payment of the principal of and interest on the bonds as the same become due. The principal of and interest on the bonds are payable as a first budget obligation of the County from its general funds. The ability of the County to raise such funds is subject to applicable statutory and constitutional limitations on the taxing power of the County. The amount of taxes necessary to pay the principal of and interest on the bonds, together with the taxes levied for the same year, shall not exceed the limit authorized by law. This bond is transferable, as provided in the Resolution, only upon the books of the County kept for that purpose by the bond registrar and paying agent, upon the surrender of this bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the Registered Owner or his attorney duly authorized in writing. Upon the exchange or transfer of this bond a new bond or bonds of any authorized denomination, in the same aggregate principal amount and of the same interest rate and maturity, shall be authenticated and delivered to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges, if any, therein provided. Bonds so authenticated and delivered shall be in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount for each maturity. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. MANDATORY PRIOR REDEMPTION Bonds maturing in the year ____ are subject to mandatory prior redemption at par and accrued interest as follows: Redemption Date Principal Amount of Bonds to be Redeemed Bonds or portions of bonds to be redeemed by mandatory redemption shall be selected by lot. (REPEAT IF MORE THAN ONE TERM BOND) OPTIONAL PRIOR REDEMPTION Bonds maturing prior to ________ 1, 20__, are not subject to redemption prior to maturity. Bonds maturing on and after ________ 1, 20__, are subject to redemption prior to maturity at the option of the County, in such order as shall be determined by the County, on any date on and after ________ 1, 20__. Bonds of a denomination greater than $5,000 may be partially redeemed in the amount of $5,000 or any integral multiple thereof. If less than all of the bonds maturing in any year are to be redeemed, the bonds or portions of bonds to be redeemed shall be selected by lot. The redemption price shall be the par value of the bond or portion of the bond called to be redeemed plus interest to the date fixed for redemption. Not less than thirty (30) nor more than sixty (60) days’ notice of redemption shall be given by first-class mail to the registered owners of bonds called to be redeemed at their registered addresses. Failure to receive notice of redemption shall not affect the proceedings for redemption. Bonds or portions of bonds called for redemption shall not bear interest after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the bonds of this series, existed, have happened and have been performed in due time, form and manner as required by law, and that the total indebtedness of the County, including the series of bonds of which this bond is one, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by the manual or facsimile signatures of the Chairperson of the Board of Commissioners and the County Clerk and its corporate seal (or a facsimile thereof) to be impressed or imprinted hereon. This bond shall not be valid unless the Certificate of Authentication has been manually executed by an authorized representative of the bond registrar and paying agent. COUNTY OF OAKLAND By: Chairperson, Board of Commissioners And: County Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________ (please print or type name, address and taxpayer identification number of transferee) the within bond and all rights thereunder and hereby irrevocably constitutes and appoints ______________________________________________________________________________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ____________________ __________________________________________ Signature Guaranteed: __________________________________________ Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities Transfer Association recognized signature guarantee program. [END OF BOND FORM] 1. SECURITY. It is expected that the principal of and interest on the bonds will be paid from revenues of the System, and such revenues are hereby authorized to be used for such purpose. In addition, the full faith and credit of the County are pledged hereby to the payment of the principal and interest on the bonds authorized by this Resolution. Each year the County shall include in its budget as a first budget obligation an amount sufficient to pay such principal and interest as the same shall become due. The ability of the County to raise such funds is subject to applicable constitutional and statutory limitations on the taxing power of the County. The amount of taxes necessary to pay the principal of and interest on the bonds, together with the taxes levied for the same year, shall not exceed the limit authorized by law. To the extent that the revenues of the System are insufficient to pay the principal of and interest on the bonds, the proceeds of such taxes (both current and delinquent) shall be deposited as collected into the principal and interest fund established in section 12 hereof, and until the principal of and the interest on the bonds are paid in full, such proceeds shall be used only for payment of such principal and interest. 2. DEFEASANCE. In the event cash or direct obligations of the United States or obligations the principal of and interest on which are guaranteed by the United States, or a combination thereof, the principal of and interest on which, without reinvestment, come due at times and in amounts sufficient to pay, at maturity or irrevocable call for earlier optional redemption, the principal of, premium, if any, and interest on the bonds, or any portion thereof, shall have been deposited in trust, this Resolution shall be defeased with respect to such bonds, and the owners of the bonds shall have no further rights under this Resolution except to receive payment of the principal of, premium, if any, and interest on such bonds from the cash or securities deposited in trust and the interest and gains thereon and to transfer and exchange bonds as provided herein. 3. PRINCIPAL AND INTEREST FUND. There shall be established for the bonds a Principal and Interest Fund which shall be kept in a separate bank account, provided, however, that such Principal and Interest Fund may be pooled or combined for deposit or investment purposes with other debt retirement funds created for nonvoted debt of the County (other than any special assessment debt). From the proceeds of the sale of the bonds there shall be set aside in the Principal and Interest Fund any premium as determined by order of the County Agency and any accrued interest received from the purchaser of the bonds at the time of delivery of the same. Funds of the County to be used to pay the principal and interest on the bonds when due shall be placed in the principal and interest fund and so long as the principal or interest on the bonds shall remain unpaid, no moneys shall be withdrawn from such principal and interest fund except to pay principal and interest on the bonds. 4. CONSTRUCTION FUND. The remainder of the proceeds of the sale of the bonds shall be set aside in a construction fund and used solely to defray the cost of acquisition, construction and installation of the Project. Any unexpended balance of the proceeds of the sale of the bonds remaining in the construction fund after completion of the Project shall be deposited in the principal and interest fund established in section 12 hereof. 5. ESTIMATES OF PERIOD OF USEFULNESS AND COST. The estimated period of usefulness of the Project is hereby determined to be not less than twenty (20) years and upwards, and the plans for and the estimated cost of the Project in the amount of $5,000,000 are hereby approved and adopted. 6. APPROVAL OF MICHIGAN DEPARTMENT OF TREASURY – EXCEPTION FROM PRIOR APPROVAL. The issuance and sale of the bonds shall be subject to the County obtaining qualified status or prior approval from the Department of Treasury of the State of Michigan pursuant to Act 34, Public Acts of Michigan, 2001, as amended (“Act 34”), and, if necessary, the County Treasurer and County Agency are each hereby authorized and directed to make application to the Department of Treasury for approval to issue and sell the bonds as provided by the terms of this Resolution and by Act 34. The County Treasurer and County Agency are authorized to pay any filing fees required in connection with obtaining qualified status or prior approval from the Department of Treasury. The County Treasurer and County Agency are further authorized to request such waivers of the requirements of the Department of Treasury or Act 34 as necessary or desirable in connection with the sale of the bonds. 7. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF BONDS. The County Agency is hereby authorized to determine the principal amount of the bonds to be sold and to determine the other bond details as described in section 2 hereof and the terms and conditions for optional and/or mandatory redemption as described in section 5 hereof. The bonds shall be sold at a competitive sale in accordance with the provisions of Act 34 and other applicable laws of this state. In connection therewith, the County Agency shall set the time and date for the sale of the bonds and prescribe the form of notice of sale for the bonds and do all things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the bonds in accordance with the provisions of this Resolution. The bonds shall be sold at a price that is not less than 99% of their par value, as determined by the County Agency. The County Agency is hereby authorized to approve by written order the interest rates on the bonds and the winning bidder upon the sale of the bonds. The County Agency, the County Treasurer, the County Clerk and other officers and employees of the County are authorized to do all other things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the bonds in accordance with the provisions of this Resolution. 8. REPLACEMENT OF BONDS. Upon receipt by the County Treasurer of proof of ownership of an unmatured bond, of satisfactory evidence that the bond has been lost, apparently destroyed or wrongfully taken and of security or indemnity which complies with applicable law and is satisfactory to the County Treasurer, the County Treasurer may authorize the bond registrar and paying agent to deliver a new executed bond to replace the bond lost, apparently destroyed or wrongfully taken in compliance with applicable law. In the event an outstanding matured bond is lost, apparently destroyed or wrongfully taken, the County Treasurer may authorize the bond registrar and paying agent to pay the bond without presentation upon the receipt of the same documentation required for the delivery of a replacement bond. The bond registrar and paying agent, for each new bond delivered or paid without presentation as provided above, shall require the payment of expenses, including counsel fees, which may be incurred by the bond registrar and paying agent and the County in the premises. Any bond delivered pursuant the provisions of this section 17 in lieu of any bond lost, apparently destroyed or wrongfully taken shall be of the same form and tenor and be secured in the same manner as the bond in substitution for which such bond was delivered. 9. OFFICIAL STATEMENT. The County Agency and the County Treasurer are each authorized to cause the preparation of an official statement for the bonds for the purpose of enabling compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the “Rule”) and to do all other things necessary to enable compliance with the Rule. After the award of the bonds, the County will provide copies of a “final official statement” (as defined in paragraph (f)(3) of the Rule) on a timely basis and in reasonable quantity as requested by the successful bidder or bidders to enable such bidder or bidders to comply with paragraph (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board. 10. CONTINUING DISCLOSURE. The County Treasurer is authorized to execute a certificate of the County, constituting an undertaking to provide ongoing disclosure about the County for the benefit of the holders of the bonds as required under paragraph (b)(5) of the Rule, and amendments to such certificate from time to time in accordance with the terms of the certificate (the certificate and any amendments thereto are collectively referred to herein as the “Continuing Disclosure Certificate”). The County hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. 11. TAX COVENANT. The County covenants to comply with all requirements of the Internal Revenue Code of 1986, as amended, necessary to assure that the interest on the bonds will be and will remain excludable from gross income for federal income tax purposes. The County Agency, the County Treasurer, the County Clerk and other appropriate County officials are authorized to do all things necessary to assure that the interest on the bonds will be and will remain excludable from gross income for federal income tax purposes. 12. NOTICE OF ISSUANCE OF BONDS. Within thirty (30) days after the issuance of the bonds, either (1) a copy of the final official statement or other offering or disclosure document prepared by the County in connection with the issuance of the bonds or (2) notice that such information has been filed with the Electronic Municipal Market Access system of the Municipal Securities Rulemaking Board and is publicly available shall be furnished to Bank of America, N.A. at the following locations: Bank of America, N.A. Mail Code: IL4-135-07-28 135 South LaSalle Street Chicago, IL 60603 Attention: Thomas R. Denes Bank of America, N.A. Global Markets One Bryant Park, 12th Floor New York, NY 10036 Attention: Dylan Jennings, PSB Credit Admin Assoc II Bank of America, N.A. Public Sector Banking Mail Code TX1-301-18-01 301 Commerce St., Suite 1810 Forth Worth, TX 76102 Attention: Glenda Beasley In accordance with the Bank of America Continuing Covenant Agreement, the notices provided for above shall be in writing and shall be transmitted by email to the following addresses: thomas.r.denes@bofa.com, dylan.jennings@bofa.com, and glenda.beasley@bofa.com. 1. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions insofar as they may be in conflict herewith are hereby rescinded. Chair, the following Commissioners are sponsoring the foregoing Resolution: Yolanda Smith Charles. Date: April 11, 2024 David Woodward, Commissioner Date: April 12, 2024 Hilarie Chambers, Deputy County Executive II Date: April 16, 2024 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2024-04-03 Economic Development & Infrastructure - Forward to Finance 2024-04-03 Finance - Recommend to Board 2024-04-11 Full Board - Adopt Motioned by Commissioner Michael Gingell seconded by Commissioner Penny Luebs to adopt the attached Bonds: Authorizing the Issuance of Bonds to Finance Improvements for the Oakland County-owned City of Pontiac Sewage Disposal System. Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson Gault, Linnie Taylor (17) No: None (0) Abstain: None (0) Absent: Karen Joliat, William Miller III (2) Passed ATTACHMENTS 1. 2024-04-03 EDI Memo for Sewage Disposal Bond Issue with JB edits STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, 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 April 11, 2024, 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 Circuit Court at Pontiac, Michigan on Thursday, April 11, 2024. Lisa Brown, Oakland County Clerk / Register of Deeds Form DC–001 OAKLAND COUNTY WATER RESOURCES COMMISSIONER Page 1 of 1 Rev.: 02/12/2018 4889-7677-8670 v1 [9007-449] OAKLAND COUNTY WATER RESOURCES COMMISSIONER MEMORANDUM TO: Commissioner Yolanda Charles Smith, Chairperson , Economic Development and Infrastructure Committee FROM: Joel Brown, P.E., Chief Engineer SUBJECT: Resolution to Authorize Sewage Disposal System Capital Improvement Bonds for improvements to the City of Pontiac Sewage Disposal System DATE: April 3, 2024 The City of Pontiac is in urgent need of improvements to the sewage disposal system. The system is owned by Oakland County with Water Resources Commissioner Jim Nash as acting the County’s agent. Improvements are needed to promote the health and welfare of the Pontiac residents served by the sewage disposal system which will also benefit Oakland County. Such improvements can be financed most economically and efficiently by Oakland County through the exercise of the powers conferred by Act 34, of the Public Acts of Michigan, 2001, as amended to issue bonds to finance the cost of the acquisition and construction of this project. Notice of intent to issue bonds was published in The Oakland Press on January 22, 2024, and the referendum period expired on March 8, 2024. Bonds will be secured by revenues of the system and the County’s limited tax full faith and credit pledge. These bonds would be issued in one or more series in an amount not to exceed $5 million. That amount is expected to be sufficient to finance the cost of the project. The Resolution directs the sale of bonds within stated parameters and delegates authority to the County Water Resources Commissioner, as County agency, and other County officers and employees to take the actions necessary to effectuate the sale, issuance, and delivery of bonds in accordance with the resolution. Requested Action: Adopt the resolution as presented authorizing issuance of bonds to finance improvements for the County’s City of Pontiac Sewage Disposal System in the aggregate principal amount of not to exceed $5 million and pledging the full faith and credit of Oakland County for the prompt payment of the principal of and interest on the bonds.