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HomeMy WebLinkAboutResolutions - 2009.03.05 - 9839MISCELLANEOUS RESOLUTION #09031 March 5, 2009 BY: FINANCE COMMITTEE - THOMAS MIDDLETON, CHAIRPERSON TREASURER'S OFFICE AUTHORIZATION TO BORROW AGAINST DELINQUENT 2008 ANp 2009 TAXES TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRPERSON, LADIES AND GENTLEMEN: WHEREAS, ad valorem real property taxes are imposed by the County and the local taxing units within the County on July and/or December 1 of each year; and WHEREAS, a ,certain portion of these taxes remain unpaid and .uncollected on March 1 of the year following assessment, at which time they are returned delinquent to the County's treasurer (the "Treasurer"); and WHEREAS, the Treasurer is bound to collect all delinquent taxes, interest, and property tax administration fees which woul,d otherwise be payable to the local taxing units within the Count; and WHEREAS, the statutes of the State of Michigan authorize the County to establish a fund, in whole or in part from borrow0 proceeds, to pay local taxing units within the County their respective shares of delinquent ad valorem real property taxes in anticipation of the collection of those taxes by the Treasurer; and WHEREAS, the County Board of Commissioners (the "Board") has adopted a resolution authorizing the County's Delinquent T4x Revolving Fund (the "Revolving Fund Program"), pursuant to Section 87b of Act No. 206, Michigan Public Acts of 1893, 4s amended ("Act 206"); and WHEREAS, the Treasurer is authorized under Act 206, and has been directed by the Board, to make such payments with respect tp delinquent ad valorem real property taxes (including the property tax administration fees assessed under subsection (6) of Section 44 of Act 206) which are, or will be, owed in 2008 and 2009 to the County and the local units (collectively, the "taxing •units) and which (i) were first assessed in 2008 and shall have remain0 unpaid on March 1, 2009 and the Treasurer is authorized to pledge these amounts in addition to any amounts not already pledged for FINANCE COMMITTEE Motion carried unanimously en a roll call vote with Gingell, Zadk and Coulter absent. RE: repayment of prior series of notes (or after such prior series Of notes are retired as a secondary pledge) all as the Treasurer shall specify in an order when the notes authorized hereunder are issued (the "2008 Delinquent Taxes"), or (ii) were first assessed in 2009 and shall have remained unpaid on March 1, 2010 and the Treasurer is authorized to pledge these amounts in addition to any amounts not already pledged for repayment of prior series df notes (or after such prior series of notes are retired as i a secondary pledge) all as the Treasurer shall specify in an ordr when the notes authorized hereunder are issued (the "200 1 9 Delinquent Taxes"); and WHEREAS, the Board has determined that in order to raise sufficient monies to adequately fund the Revolving Fund, tile County must issue its General Obligation Limited Tax Notes, Series 2009 and General Obligation Limited Tax Notes, Series 201'1 0 in one or more series, in accordance with Sections 67c, 87d, 87g, and 89 of Act 206 and on the terms and conditions set forth below. NOW, THEREFORE, IT IS RESOLVED BY THE BOARD AS FOLLOWS: I. GENERAL PROVISIONS 101. Establishment of 2009 Revolving Fund. In order tio implement the continuation of the Revolving Fund Program and in accordance with Act 206, the County hereby establishes a 20d9 Delinquent Tax Revolving Fund (the "Revolving Fund") as 5a separate and segregated fund within the existing Delinquent Tax Revolving Fund of the County previously established by the Board -pursuant to Section 87b of Act 206. 102. Issuance of 2009 Notes. The County shall, in 2009, issue its General Obligation Limited Tax Notes, Series 2009 in one or more series (the "2009 Notes") in accordance with this Resolution and Sections 87c, 87d, 87g, and 89 of Act 206, payabl i.e in whole or in part from the 2008 Delinquent Taxes and/or frOp the other sources specified in Section 705. 103. Aggregate Amount of 2009 Notes. (a) The 2009 Notes shall be issued in an aggregate amount to be determined in accordance with this Section by the Treasurer. (b) The aggregate amount of the 2009 Notes shall not be less than the amount by which the actual or estimated 200 118 Delinquent Taxes exceeds (i) the County's participating share c',f the 2008 Delinquent Taxes, and (ii) any sums otherwise available to fund the 2009 Tax Payment Account established under Section 702 (including any monies held in respect of Section 704(c)). 2 (c) The aggregate amount of the 2009 Notes shall not be greater than the sum of (i) the actual amount of the 200 .J3 Delinquent Taxes pledged to the payment of debt service on the 2009 Notes, plus (ii) the amount determined by the Treasurer to be allocated to a reserve fund. Proceeds of the 2009 Note:s devoted to a reserve fund shall not exceed the lesser of (A) the amount reasonably required for those of the 2009 Notes secured by the reserve fund, (B) 10% of the proceeds of such 2009 Notes, (Q) the maximum amount of annual debt service on such 2009 Notes, dr (D) 125% of average annual debt service on such 2009 Notes. (d) The aggregate amount of the 2009 Notes shall be designated by the Treasurer by written order after (i) the amount of the 2008 Delinquent Taxes, or the amount of 2008 Delinquent Taxes to be funded by the issuance of the 2009 Notes, has been estimated or determined, and (ii, the amount of the reasonably required reserve fend has been calculated. 2008 Delinquent Taxes shall be estimated based on delinquencies experienced during tie past three fiscal years and on demographic and economic data relevant to the current tax year, and shall be determined baseid on rertififlat 4 on from each of the taxing units. The amount df the reasonably required reserve fund shall be calculated pursuant to such analyses and aLnLieLLeas as the Treasurer may request. 104. Proceeds of 2009 Tax Notes. If the 2009 Notes aO issued and sold before the Treasurer has received rt=!rtificaticln from the taxing units of the amount of the 2008 Delinquent Taxes!, and if such certification is not reasonably anticipated to occUr to allow distribution of the proceeds of the 2009 Notes within JO days after the date of issue, the proceeds of the 2009 Notes shall be deposited in the County's 2009 Delinquent Tax Projeqt Account and thereafter used to fund the whole or a part of tlie County's 2009 Tax Payment Account, 2009 Note Reserve Account and/or 2009 Note Payment Account, subject to and in acoordande with Article VII. If the 2009 Notes are issued and sold on Or after such time, the proceeds of the 2009 Notes shall tic deposited directly into the County's 2009 Tax Payment Account, 2009 Note Reserve Account end/or 2009 Note Payment Account, a.s provided in Article VII. 105. Establishment of 2010 Revolving Fend. In order t[o implement the continuation of the Revolving Fund Program and ijn accordance with Act 206, the County hereby establishes a 2010 Delinquent Tax Revolving Fund (the "Revolving Fund"), as 'a separate and segregated fund within the existing Delinquent Tx Revolving Fund of the County previously established by the Bo,a4d pursuant to Section 87b of Act 206. 106. Issuance of 2010 Notes. The County shall, in 2010, issue its General Obligation Limited Tax Notes, Series 2010 in one or more series (the "2010 Notes") in accordance with this Resolution and Section 87c, 87d, 87g and 89, of Act 206, payable 3 in whole or in part from the 2009 Delinquent Taxes and/or fr0m the other sources specified in Section 712. 107. Aggregate Amount of 2010 Notes. (a) The 2010 Notes shall be issued in an aggregate amount to be determined in accordance with this Section by the Treasurer. (b) The aggregate amount of the 2010 Notes shall be less than the amount by which the actual or estimated 2009 Delinquent Taxes exceeds (i) the Ccenty's participating share Of 2009 Delinquent Taxes, and (ii) any sums otherwise -available to fund the 2010 Tax Payment Account established under Section 709 (including any monies held in respect of Section 711(c)). (c) The aggregate amount of the 2010 Notes shall neret be greater than the sum of (i) the actual amount of the 2009 Delinquent Taxes pledged to the payment of debt service on the 2010 Notes, plus (ii) the amount determined by the Treasurer to be allocated to a reserve fund. Proceeds of the 2010 Notes devoted to a reserve fund shall not exceed the lesser of (A) the amount reasonably required for those of the 2010 Notes secured by the reserve fund, (B) 10% of the proceeds of such 2010 Notes, () the maximum amount of annual debt service on such 2010 Notes, 0 (D) 125% of average annual debt service on such 2010 Notes. (d) The aggregate amount of the 2010 Notes shall be designated by the Treasurer by written order after (i) the amount of the 2009 Delinquent Taxes, or the amount of 2009 Delinquent Taxes to be funded by the issuance of the 2010 Notes, has been estimated or determined, and (ii) the amount of the reasonably required reserve fund has been calculated. 2009 Delinquent Taxes shall be estimated based on delinquencies experienced during the past three fiscal years and on demographic and economic dat.a relevant to the current tax year, and shell be determined based on certif 4 cation from each of the taxing units. The amount Of the reasonably required reserve fund shall be calculated pursuant to such analyses and certificates as the Treasurer may request.- 108. Proceeds of 2010 Notes. If the 2010 Notes are issucl and sold before the Treasurer has received cice:Ifieeeien from the taxing units of the amount of the 2009 Delinquent Taxes, and if such certification is not reasonably anticipated to occur to allow distribution of the proceeds of the 2010 Notes within 20 days after the date of issue, the proceeds of the 2010 Notes shall be deposited in the County's 2010 Delinquent Tax Projebe Account and thereafter used to fund the whole or a part of the County's 2010 Tax Payment Account, 2010 Note Reserve Accoufit and/or 2010 Note Payment Account, subject to and in aceordanCe with Article VII. If the 2010 Notes are issued and sold on br after such time, the proceeds of the 2010 Notes shall be deposited directly into the County's 2010 Tax Payment Account, 2010 Note Reserve Account and/or 2010 No'cc rayment Account, as provided in Article VII. 4 109. Treasurer's Order Authorizing Notes and Establishi6g Delinquent Taxes. At or prior to the time any Notes are issued pursuant to this resolution, the Treasurer, as authorized by At 206, may issue a written order specifying the amount ard character of the 2008 Delinquent Taxes and/or 2009 DelinqueiA Taxes, the Article or Articles under which the Notes are beirA issued and any other matters subject to the Treasurers centrl under either this resolution or Act 206. FIXED MATURITY NOTES 201. Authority. At the option of the Treasurer, exercisable by written order prior to the issuance of the relevant notes, t$e 2009 Notes and/or 2010 Notes (alternatively the "Notes") may be issued in accordance with this Article II. All reference to "Notes" in Article II refers only to Notes issued pursuant to Article II, unless otherwise specified. 202. Date. The Notes shall be dated as of the date of issile or as of such earlier date specified by written order of te Treasurer. 203. Maturity and Amounts. Notes issued pursuant to this Article 11 shall be structured in accordance with subsections or (b) below, as determined by the Treasurer pursuant to written order. (a) The first maturity of the Notes or of a series Of Notes shall be determined by the Treasuieer pursuant to writtn order but shall not be later than two years after the date Of issue. Later maturities of the Notes shall be on the firSt anniversary of the preceding maturity or on such earlier date the Treasurer may specify by written order. The Notes shall pe structured with the number of maturities determined by tt,e Treasurer to be necessary or appropriate, and the last maturity shall be scheduled for no later than the fourth anniversary Of the date of issue. The amount of each maturity shall be set py the Treasurer when the amount of Delineuent Taxes is determined by the Treasurer or when a reliable estimate of the Delinqueht Taxes is available to the Treasurer. In determining the exapt amount of each maturity, the Treasurer shall consider the schedule of delinquent tax collections prepared for the three most-recently concluded tax years and the corollary schedule setting .forth the anticipated rate of collection of those 2008 Delinquent Taxes or 2009 Delinquent Taxes as the case may be) that are pledged to the repayment of the Notes. The amount Of each maturity and the scheduled maturity dates of the Notes sha.l be established to take into account the dates on which the Treasurer reasonably anticipates tne collection of such Delinquent Taxes and shall alloy for no mere than a 10% variance 5 between the debt service payable on each maturity date, the Notes, and the anticipated amount of pledged monies available cin such maturity date to make payment of such debt service. (b) Alternatively, the Notes may be structured with a single stated maturity falling not later than the fourth anniversary of the date of issue. Tne amount of the statod maturity shall be the aggregate principal amount determined accordance with Section 103 or Section 107 (as the case may be). Notes issued under this subsection (b) shall be subject to redemption on such terms consistent with Section 209 as shall be ordered by the Treasurer, but in no event shall such Notes be subject to redemption less frequently than annually. 204. Interest Rate and Date of Record. (a) Except as otherwise provided in this paragraph, Notes issued pursuant to subsection (a) of Section 203 shall be4r interest payable semiannually, with the first interest payment t!,o be payable (i) on the first date, after issuance, corresponding to the day and month on which the maturity of such Notes fall, or (ii) if the Treasurer so orders, six months before such date. In the event (i) any maturiey of the Notes arises either le$s than six months before the succeeding maturity date or less than six months after the preceding maturity date, and (ii) the Treasurer so orders in writing, intereee on the Notes shall ik payable on such succeeding or preceding maturity date. SubjeOt to the following sentence, Notes issued pursuant to subsectiOn (b) of Section 203 shall, pursuant to written order of tte Treasurer, bear interest monthly, quarterly or semiannually, as provided by written order of the Treasurer. It Notes issued under this Article II are sold with a variable rate feature as provided in Article IV, such Notes may, pursuant to written order of the Treasurer, bear interest weekly, monthly, quarterly or On any put date, or any combination of the foregoing, as provided YPY written order of the Treasurer. (b) Interest shall not exceed the maximum rate permitted by law. (c) Interest shall be mailed by first class mail to the registered owner of each Note as of the applicable date !Of record, provided,- however, that the Treasurer may agree with tie Registrar (as defined below) on a different method of payment. (d) Subject to Section 403 in the case of variable rate Notes, the date of record shall be not fewer than 14 nor more than 31 days before the date of payment, as designated by the Treasurer prior to the sale of the Notes. 205. Note Form. The form of Note shall be consistent with the prescriptions of this Resolution and shall reflect all material terms of the Notes. Jnless the Treasurer shall, by 6 written order, specify the contrary, the Notes shall be issued in fully registered form both as to principal and interes -q, registrable upon the books of a note registrar (the "Registrar") to be named by the Treasurer. If the Notes are issued in bear4r form, the Treasurer shall appoint a paying agent (the "Payiqg Agent"). The Registrar or Paying Agent so named may be any bank or trust company or other entity, including the County, offering the necessary services pertaining to the registration and transfer of negotiable securities.) 206. Denominations and Numbers. The Notes shall be issued in one or more denomination or denominatiens of $1,000 each Or any integral multiple of $1,000 in excess of $1,000, as determined by the Treasurer. Notwithstanding the foregoing, _however, in the event the Notes are deposited under a book entry depository trust arrangement pursuant to Section 208, the Notes shall, if required by the depository trustee, be issued in denominations of $5,000 each or any integral multiple of $5,000. The Notes shall be numbered from one upwards, regardless Of maturity, in such order as the Registrar shall determine. 207. Transfer or Exchange of Notes. (a) Notes issued in registered form shall Ile transferable on a note register maintained with respect to the Notes upon surrender of the transferred Note, together with an assignment executed by the registered owner or his or her duliy authorized attorney-in-fact in form satisfactory to the Registrar. Upon receipt of a properly assigned Note, the Registrar shall authenticate and deliver a new Note or Notes itn equal aggregate principal amount and like interest rate and maturity to the designated transferee or transierees. (b) Notes may likewise be exchanged for one or mote other Notes with the same interese rate and maturity in authorized denominations aggregating the same principal amount the Note or Notes being exchanged, upon surrender of the Note or Notes and the submission of written instrections to the Registr* ore in the case of bearer Notes, to the Paying Agent. Upqn receipt of a Note with proper written instructions the RegistlAr or Paying Agent shall authenticate and deliver a new Note dr Notes to the owner thereof or to the owner's attorney-in-fact. (c) Any service charge made by the Registrar or Paying Agent for any such registration, transfer or exchange shall Ile paid for by the County as an expense of borrowing, unless otherwise agreed by the Treasurer and the Registrar or Paying Agent. The Registrar or Paying Agent may, however, requirie payment by a noteholder of a sum sufficient to cover any tax dr other governmental charge payable in connection with any suOh Legistration, transfer or exchange. 208. Book Entry Depository Trust. At the option of the Treasurer and notwithstanding any ccntrary provision of Section 212, the Notes may be deposited, in whole or in part, with .a depository trustee designated by the Treasurer who shall transfer ownership of interests in the Notes by book entry and who shall issue depository trust receipts or acknowledgments to owners Of interests in the Notes. Such book entry depository truSt arrangement, and the form of depository trust - receipts Or acknowledgments, shall be as determined be the Treasurer after consultation with the depository trustee. The Treasurer is authorized to enter into any depository trust agreement on behalf of the County upon such terms and conditions as the Treasurqr shall deem appropriate and not otherwise prohibited by the ter* of this Resolution. The depository trustee may be the same as the Registrar otherwise named by the Treasurer, and the Notes may be transferred in part by depository trust and in part_ transfer of physical rertlficates as the Treasurer may determine. 209. Redemption (a) Subject to the authority granted the Treasurer pursuant to subsection (c) of this Section in the case of fixed rate Notes) and to the authority granted the Treasurer pursuant to Section 404 (in the case of variable rate Notes), the Notes Or any maturity or maturities of the Notes hall be subject tc redemption prior to maturity on the terms set forth in subsectiOn (b) below. (b) Notes scheduled to mature after the first date On which any Notes of the series are scheduled to mature shall be subject to redemption, in inverse order cf maturity, on eadh interest payment date arising after the date of issue. (c) If the Treasurer shall determine such action necessary to enhance the marketability of the Notes or to redude the interest rate to be offered by prospect i ve purchasers on any maturity of the Notes, the Treasurer may, by written order, pridr to the issuance of such Notes, (i) designate some or all of the Notes as non-callable, regardless of their maturity date, and/dr (ii) delay the first date on which tee redemption of callable Notes would otherwise be authorized under subsection (b) above. , (d) In the case of any Notes subject to Section 02 and notwithstanding any contrary provision of subsections (b) dr (c) above, the Treasurer is directed to structure the redemptidn provisions of the Notes in a manner necessary to assure the availability under applicable law of (i) any available temporary period for the investment of Note proceeds, or ;ii) any available exemption from arbitrage rebate obligations with respect to any of the gross proceeds of the Notes. (e) Notes of any maturity subject to redemption may he redeemed before their scheduled maturity date, in whole or In 8 part, on any permitted redemption date or dates, subject to the written order of the Treasurer. Notes called for redemptidn shall be redeemed at par, plus accrued interest to the redemptidn date, plus, if the Treasurer so orders, a premium of not mote than 1%. Redemption may be made by lot or pro rata, as shall e determined by the Treasurer. (f) With respect to partial redemptions, any portiOn of a Note outstanding in a denomination larger than the minimum authorized denomination may be redeemed, provided such portion As well as the amount not being redeemed constitute authorized denominations. In the event less than the entire principal amount of a Note is called for redemption, the Registrar Or Paying Agent shall, upon surrender of the Note by the owner thereof, authenticate and deliver to the owner a new Note in the principal amount of the principal portion not redeemed. (g) Notice of redemption shall be by first class mail 30 days prior to the date fixed for redemption, or such shorter time prior to the date fixed for redemption as may be consented to by the holders of all outstanding Notes to be called fOr redemption. Such notice shall fix the date of record wih respect to the redemption if different than otherwise provided in this Resolution. Any defect in any notice shall not affect the validity of the redemption proceedings. Notes so called fOr redemption shall not bear interest after the date fixed fOr redemption, provided funds are on hand with a paying agent to redeem the same. 210. Discount. At the option of the Treasurer, the Notes may be. offered for sale at a discount not to exceed 2%. 211. Public or Private Sale. The Treasurer may, at the Treasurer's option, conduct a public sale of the Notes after which sale the Treasurer shall either award the Notes to the lowest bidder.or reject all bids. The conditions of sale shall be as specified in a published Notice of Sale prepared by the Treasurer announcing the principal terms of the Notes and the offering. Alternatavely, the Treasurer may, at the Treasurers option, negotiate a private sale of the Votes as provided in At 206. If required by law, or if otherwise determined by the Treasurer to be in the best interest of the County, (a) the Nct4s shall be rated by a national rating agency selected by the Treasurer, (b) a good faith deposit shall be required of the winning bidder, and/or (c) CUSIP numbers shall be assigned to the Notes. If a public sale is conducted or if otherwise required law or the purchaser of the Notes, the Treasurer shall prepare Or cause to be prepared and disseminated an offering memorandum 6r official statement containing all material terms of the offer arid sale of the Notes. Pursuant to any sale of the Notes, the Counly shall make such filings, shall solicit such information and shall obtain such governmental approvals as shall be required pursuant to any state or federal law respecting back-up income tax 9 withholding, securities regulation, criaina: issue discount Or other regulated matter. 212. Execution and Delivery. The Treasurer is authorized and directed to execute the Notes on behalf of the County by manual or facsimile signature, provided that if the facsimie signature is used, the Notes shall be authenticated by the Registrar or any tender agent as may be appointed pursuant to Section 801(c). The Notes shall be sealed with the County seal or imprinted with a facsimile of such seal. The Treasurer es authorized and directed to then deliver the Notes to the purchaser thereof upon receipt of the purchase price. The Notes shall be delivered at the expense of the County in such city Or cities as may be designated by the Treasurer. 213. Renewal, Refunding or Advance Refunding Notes. If, at any time, it appears to be in the best interests of the County, the Treasurer, by written order, may authorize the issuance Of renewal, refunding or advance refunding Notes. The terms of su0 Notes, and the procedures incidental to their issuance, shall be set subject to Section 309 and, in apprnpr:atp cases, Article X . SHORT TERM RENEWABLE NOTES 301. Authority. At the option of the Treasurer, exPrcisatOe by written order prior to the issuance of the relevant notes, the 2009 Notes and/or the 2010 Notes (alternatively, the "Notes") may be issued in accordance with this Article I. All references to "Notes" in Article III refer only to Notes issued pursuant to Article II:, unless otherwise specified. 302. Date and Maturity. The Notes shall be dated as Of their date of issuance or any prior date selected by -0e Treasurer and each issuance thereof shall Taature on such date or dates not exceeding one year from the date of their issuance as may be specified by written order of the Treasurer. 303. interest and Date of Record. The Notes shall be4r interest payable at maturity at such rate or rates as may be determined by the Treasurer not exceedinL1 the maximum rate Of interest permitted by law on the date the Notes are issued. The date of record shall be not fewer than two nor more than 31 days before the date of payment, as designated by the Treasurer priOr to the sale of the Notes. 304. Note Form. The form of Note shall be consistent wih the prPsr-riptinns of this Resolution and shall reflect all material terms of the Notes. The Notes shall, in the discreti6n of the Treasurer and consistent with Section 205, either te payable to bearer or be issued in registered form. If issued in registered form, the Notes may be conseitued as book-entiry 10 securities consistent with Section 208, notwithstanding a contrary provision of Section 308. 305. Denomination and Numbers. The Notes shall be issued in one or more denomination or denominations, as determined by the Treasurer. The Notes shall be numbered from one upwards, in suil order as the Treasurer determines. 306. Redemption. The Notes shall not be subject redemption prior to maturity. 307. Sale of Notes. The authority and obligations of the Treasurer set forth in Sections 210 and 211 respecting Fixed Maturity Notes shall apply also to Notes issued under Article 308. Execution and Delivery. The authority and obligations of the Treasurer set forth in Section 212 respecting Fixed Maturity Notes shall also apply to Notes issued under Artice 309. Renewal or Refunding Notes. (a) The Treasurer may, by written order, authorize the issuance of renewal or refunding Notes (collectively "Renewal Notes"). Renewal Notes shall be sold on the maturity date of, and the proceeds applied to the payment of debt service on, the Notes to be renewed. The maturities and repayment terms of the Renewal Notes shall be set by written order of the Treasurer. ; OD) In the order authorizing Renewal Notes, the Treasurer shall specify whether the Notes shall be issued in accordance with this Article :IT, in which event the provisions of Article III shall govern the issuance of the Notes, or whether the -Notes shall be issued in accordance with Article II, in whiqh event the provisions of Article II shall govern the issuance 6f the Notes. The order shall also provide for and shall al4o govern with respect to: (i) the aggregate amount of the Renewal Notes; .(ii) the date of the Renewal Nctes; (iii) the denominations of the Renewal Notes; (iv) the interest payment dates of the Renewal Notes; : (v) the maturley or maturftles of the Renewal Notes; : (vi) the terms of sale of the Renewal Notes; 11 (vii) whether any Renewal Notes issued in accordane with Article II shall be subject to redemption and, if sO, the terMs thereof; and (viii) any other terms of the Renewal Notes consistent with, but not specified in, Article II or Article III. (c) Regardless of whether Renewal Notes need *e approved by prior order of the Department of Treasury, the Treasurer pursuant to Section 89(5) d) of Act 206, shall prompti r y report to the Department of Treasury the issuance of any Renewal Notes. IV. VARIABLE INTEREST RATE 401. Variable Rate Option. At the option of the Treasure, exercisable by written order prior to the issuance of t]Pe relevant notes, the 2009 Notes and/or the 2010 Notes (alternatively, the "Notes"), whether issued pursuant to Article II or Article III, may be issued with a variable interest rate, provided that the rate shall not exceed the maximum rate 0 interest permitted by law. 402. Determination of Rate. The order of the Treasurer shall provide how often the variable interest rate shall be subject to recalculation, the formula or procedure fOr determining the variable interest rate, whether and on what terMs the rate shall be determined by a remarketing agent in the caSe of demand obligations consistent with Section 801(d), and whether and on what terms a fixed rate of interest may be converted to Or from a variable rate of interest. Such formula or proced4e shall be as determined by the Treasurer but shall track or float within a specified percentage band around the rates generated by any one or more of the following indices: (i) Publicly reported prices or yields of obligatiotis of the United States of America; (ii) An index of municipal obligations periodically reported by a nationally reccgnized source; (iii) The prime lending rate from time to time set loy any bank or trust company in the United States with unimpaired capital and surplus exceeding $40,000,000; (iv) Any other rate or index that may be designated by order of the Treasurer provided such rate or index is set .)1- reported by a source which is independent of and not controlled by the Treasurer or the County.. 4 12 The procedure for determining the variable rate may involve ore or more of the .above indices as alternatives or may involve the setting of the rate by a municipal bond specialist provided sudh rate shall be within a stated percentage range of one or more qf the indices set forth above. 403. Date of Record. The Date of Record shall be not fewer than one nor more than 31 days before the date of payment, designated by written order of the Treasurer. .404. Redemption. Notwithstanding any contrary provision qf subsections (b) and (c) of Section 209, but subject to the lad,t sentence of this Section 404, Notes bearing interest at Ha variable rate may be subject to redemption by the County and/dr put by the holder at any time or times and in any order, as may be determined pursuant to written order of the Treasurer. Notes shall not be subject to redemption more frequently than monthly. 405. Repurchase and Resale, (a) In the event Notes issued under this Article are constituted as demand obligations, the interest rate on the Notes shall be governed by, and shall be subject to, remarketirig by a remarketing agent appointed in accordance with Sectidn 801(c), under the terms of a pat agreement employed in accordande with Section 801(d). (b) The County shall be authorized, consistent with Act 206 and pursuant to order of the Treasurer, to participate in the repurchase and resale of Notes, in order to reduce the cot of, or increase the revenue, attendant to the establishment Of the Revolving Fund and the issuance and discharge of the Noted. Any purchase of Notes pursuant to this subsection (b) shall he made with unpledged monies drawn from revolving funds established by the County in connection with retired general obligatidn limited tax notes. V. MULTIPLE SERIES 501. Issuance of Multiple Series. At the option of the Treasurer, exercisable by written order, the 2009 Notes and/qr 2010 Notes (alternatively the "Notes") issued under Article IL Article III, or Article X may be issued in two or mo34e individually designated series. Each series shall bear its eOn rate of interest, which may be fixed or variable in accordande with Article IV. Various series need not be issued at the saMe time and may be issued from time to time in the discretion of the Treasurer exerriAhip by written order. In determining the dates of issuance of the respective series, the Treasurer shall consider, among other pertinent factors, the effect the dates selected may have on the marketability, rating and/dr L3 quaLittua.ti.on for credit support or liquidity support for, Or insurance of, the Notes. The Notes of each such series shall Oe • • issued according to this Resolution in all respects (and the term "Notes" shall be deemed to include dach series of Notes • throughout this Resolution), provided that: (a) The Notes of all series issued in anticipation Of a particularsyear's Delinquent Taxes shall not exceed the maximUm. aggregate principal amount permitted under Section 103 or Section 107 (as the case may be); (b) Each series shall be issued n to Article or Article III, and different series may be issued .pursuant to different Articles; (c) Each series shall be issued pursuant to Section 502 or Section 503, and different series may be issued pursuant to different Sections; (d) A series may be issued under Article II for one, two, or three of the annual maturities set forth in Article II with the balance of the annual maturities being issued under Article II or under Article III in one or more other serie, provided that the minimum annual maturities set forth in SectiOn 203 shall be reduced and applied pro rata to all Notes so issued; and (e) The Notes of all series issued pursuant to Arti“e II above shall not, in aggreaate, mature in amounts or on dates exceeding the maximum authorized maturities set forth in SectiOn 203. 502. Series Secured Pan i Passu. If the Notes are issued in multiple series pursuant to this Article V ., each series of Notes may, by written order of the Treasurer, be secured pan i pas$u with the other by the security described in and the amounts pledged by Section 705 or Section 712 (as the case may b0. Moreover, such security may, pursuant to further written order c}f the Treasurer, be segregated in accordance with the following provisions. ! (a) The Treasurer may, by written order, estab1i4h separate sub-accounts in the County's 2009 Note Reserve Accoulit or 2010 Note Reserve Account (as the case may be) for each series of Notes, into which shall be deposited the amount borrowed fc)r . the Note Reserve Account for each such series. (b) The Treasurer may, by written order, establiSh separate sub-accounts in the County's 2009 Note Payment Accourit or 2010 Note Payment Account (as the case may be) for each series of corresponding Notes, and all amOunts deposited in such Noe Payment Account shall be allocated to the corresponding sue - accounts. 14 (d)(i) :n the event separate sub-accounts ar;e established pursuant to subsection (b) above, and subject to Paragraph (ii) below, the percentage of deposits to the relevant Note Payment Account allocated to each sub-account may be set equal to the percentage that Notes issued in the corresponding series bears to all Notes secured by the relevant Note Payment Account or to any other percentage designated by the Treasurer pursuant to written order; provided that if the various series are issued at different times, or if the various series a4e structured with different maturity dates, (1) sums deposited in the relevant Note Payment Account prior to the issuance of one Or more series may upon the issuance of each such series .r)e reallocated among the various corresponding sub-accounts established under subsection (b) above to achieve a balance among the sub-accounts proportionate to the designated percentaele allocation, and/or (II) deposits to the relevant Note Payment Account may be allocated among the corresponding sub-accounts according to the total amount of debt service that will actually be paid from the respective sub-accounts. (ii) Alternatively, the Treasurer may, by written order, rank the sub-accounts established under Subsection (b) above in order of priority, and specify that each such sub- account shall receive deposits only after all sub-accounts having a higher priority have received deposits sufficient to discharge all (or any specified percentage of) Notes whose series eorIeeponde to any of the sub-accounts having priority. (d) In the absence of a written order of the Treasurer to the contrary, the amounts in each sub-account established pursuant to this Section 502 shall secure only the Notes ieeued in the series for which such sub-account was established, until such Notes and interest on such Notes are paid in full, after which the amounts in such sub-account may, pursuant to written order of the Treasurer, be added pro rata to the amounts in the other sub-accounts and thereafter used as 'art of such other sub- accounts to secure all Notes and interest on such Notes for whiO such other sub-accounts were created, until paid in full. Alternatively, amounts held in two or more sub-accounts within either the Note Reserve Account or the Note Payment Account may be commingled, and if commingled shall be held pari passu for the benefit of the holders of each series of Notes pertaining to the relevant sub-accounts. 503. Series Independently Secured. If the Notes are issued in multiple series pursuant to this Article V, each series 6f Notes may, by written order of the Treasurer, be independently secured in accordance with this Section 502. Each series of Notes shall pertain to one Cr molte taxing units, as designated by the Treasurer pursuant to written order, and no two series of Notes shall pertain to the sane 15 taxing unit. A school district, intermediate school district, cr community college district extending beyond the boundaries of city in which it is located may, pursuant to 'errtten'order of the Treasurer, be subdivided along the boundaries of one or moe cities and each such subdivision shall be deemed a taxing unit for purposes of this Section 503. (b) Separate sub-accounts shall be established in the County's 2009 Tax Payment Account or 2010 Tax Payment Account (as the case may be). Each sub-account shall receive the proceeds of one and only one series of Notes, and amounts shall be disbursed from the- sub-account to only those taxing units designated as being in that series. (c) In the event Notes are isseed for deposit into the Project Account established under Section 701, separate sub- accounts shall be established in the Project Account. Each sub - account shall receive the proceeds of one and only one series Of Notes, and amounts shall be disbursed from the sub-account only to accounts, sub-accounts and/or taxing -units designated as being in the series corresponding to the sub-account from whitith disbursement is being made. (d) A separate sub-account shall be established in title County's 2009 Note Reserve Account or 2010 Note Reserve Account (as the case may be) for each series of Notes, into which shall be deposited the amount determined by the Treasurer under Section 103 or Section 107 (as the case may be) or Section 703 or SectiOn 710 (as the case may be) with respect to the series. Each sub- account shall secure one and only one series. (e) A separate sub-account shall be established in the - County's 2009 Note Payment Account or 2010 Note Payment Account (as the case may be) for each series of Notes. Each sub-account shall be allocated only those amounts described in Section 704 Or Section :711 (as the case may be) which pertain to the taxing units included in the series corresponding to the sub-account. Ch4rgebacks received frpm a taxing unit pursuant to Section 905 shall be deposited in the sub-account corresponding to the series in which the taxing unit is included. Amounts held in each sub - account shall secure the debt represented by only those Notes included in the series corresponding to the sub-account, and disbursements from each sub-account may be applied toward the payment of only those Notes included in the series correspondi6g to the sub-account. . (f) The amounts in each sub-account established pursuant to this Section 5C3 shall secure only the Notes issued in the series for which such sub-account was established, un -0.1 such Notes and interest on such Notes are paid in full, after which any amounts remaining in such sub-account shall accrue to the County and shall no longer be pledged toward payment of 4e Notes. 16 1 17 VI. TAXABILITY OF INTEREST 601. Federal Tax. The County acknowledges that the current state of Federal law mandates that the 2009 Notes and 2010 Notes each be structured as taxable obligations. Consequently, the 2009 Notes and 2010 Notes shall, subject to Article X, be issued as obligations, the interest on which is not excluded from groSs income for purposes of Federal income tax. 602. State of Michigan Tax. Consistent with the treatment accorded all obligations issued pursuant to Act 206, interest On the 2009 Notes and 2010 Notes each shall be exempt from the imposition of the State of Michigan income tax and the State df Michigan single business tax, and the 2009 Notes and 2010 Notes shall not be subject to the State of Michigan intangibles tax. . VII. FUNDS AND SECURITY 701. 2009 Delinquent Tax Project Account. If the 2009 Notes are issued. and sold before the Treasurer has received certification from the taxing units of the amount of the 2008 Delinquent Taxes, and if such ree -ti -Fieatinn is not reasonably anticipated in time to allow distribution of the proceeds of the 2009 Notes within 20 days after the date of issue, a 2009 Delinquent Tax Project Account (the "2039 project Account") shall be established by the Treasurer as a separate and distinct fund of the County within its general fund. The 2009 Project Accou# shall receive all proceeds from the sale of the 2009 Note, including any premium or accrued interest received at the time cf sale. The 2009 Project Account shall be held in trust by 4n escrow agent, until the monies therein are disbursed in accordance with this Article V:I. The escrow agent shall be •a commercial bank, shall be located in Michigan, shall have authority to exercise trust powers, and shall have a net worth in excess of $25,000,000. The form and content of the agreement between the County and the escrow agent shall be approved by the Treasurer. Subject to the following sentence, monies deposited in the 2009 Project Account shall be expended only (i) for the purpose of funding the 2009 Tax Payment Account established under Section 702, and (ii) to the extent permitted by Act 206, for the purpose of paying the expenses of the offering of the 2009 Note. In the event the Treasurer_ by written order so direct, additional funding of the 2009 Project Account may be undertakeh, and any surplus proceeds remaining in the 2009 Project Account after the Treasurer has completed the funding of the 2009 Tax Payment Account may be transferred to either the 2009 Note Reserve Account created under Section 703 or the 2009 Note Payment Account created under Section 704. Monies in the 2009 Project Account may be disbursed by the escrow agent to the County's 2009 Tax Payment Account at any tjalle and from time 4o 18 time, upon receipt of a written requisition signed by the Treasurer. 702. 2009 Tax Payment Account. The County's 2009 Tax Payment Account (the "2009 Tax Payment Account") is hereby established as a distinct account within the 2009 Revolving Fund. The Treasurer shall designate all or a portion of the proceeds Of the 2009 Notes, not to exceed the amount of 2008 Delinquent Taxes, for deposit in the 2009 Tax Payment Account. If, however ., the proceeds of the 2009 Notes are initially deposited in the 2009 Project Account pursuant to Section 701, the Treasurer is instead authorized and directed to transfer monies included in the 2009 Project Account to the 2009 Tax Payment Account in accordance with the procedures set forth in Section 701. The County shall apply the monies in the 2009 Tax Payment Account eo the payment of the 2008 Delinquent Taxes or expenses of the borrowing in accordance with Act 206. The allocation of monies from the 2009 Tax Payment Account may be made pursuant to single, comprehensive disbursement or may instead be made frOm time to time, within the time constraints of Act 206, to particular taxing units as monies are paid into the 2009 Tax Payment Account, such that the source of the monies (whether from the County's own funds, from the proceeds of a tax exempt borrowing or from the proceeds of a taxable borrowing) may ;ee traced to the particular taxing un±t receiving the fundS. • Moreover, and regardless of whether multiple series of 2009 Notes are issued, the 2009 Tax Payment Account may be divided into separate sub-accounts in order to allow the Treasurer to designate which taxing units shall receive borrowed funds and which shall receive funds otherwise -contributed by the County. 703. 2009 Note Reserve Account. In the event funding is provided as described in this Section 703, the Treasurer shall establish a 2009 Note Reserve Account the "2009 Note ReserVe Account") as a distinct account within the 2009 Revolving Fund. After depositing all of the monies to fund the 2009 Tax Payment Account pursuant to Section 702, the Treasurer shall net transfer to the 2009 Note Reserve Account, either from the 2009 Project Account or directly from the proceeds of 2009 Notes, apy proceeds remaining from the initial issuance of the Notes. addition, the Treasurer may transfer unpledged monies from other County sources to the 2009 Note Reserve Account in an amouht which, when added to any other amounts to be deposited in the 2009 Note Reserve Account, does not exceed the amount reasonably required for the 2009 Notes secured by the Reserve Account or, if less, 20% of the total amount of the 2009 Notes secured by the 2009 Reserve Account. Except as provided below, all monies in the 2009 Note Reserve Account shall be used solely for payment of principal of, premium, if any, and interest on the 2009 Notes to the extent that monies required for such payment are not available in the County's 2009 Note Payment Account. Monies in the 2009 Note Reserve Account shall he withdrawn first for payment of principal of, premium, if any, and interest on the 19 2009 Notes before County general funds are used to make the payments. All income or interest earned by, or increment to, the 2009 Note Reserve Account_ due to its investment or reinvestment shall be deposited in the 2009 Note Reserve Account.. When the 2009 Note Reserve Account is sufficient to retire the 2009 Notes and accrued interest thereon, the Treasurer may order that the 2009 Note Reserve Account be used to purchase the 2009 Notes qn the market, or, if the 2009 Notes are cot available, to retirle the 2009 Notes when due. If so ordered by the Treasurer, all or any specified portion of the 2009 Note Reserve Account may be applied toward the redemption of any 2009 Notes designated for redemption in accordance with Section 209. 704. 2009 Note Payment Account. (a) The County's 2009 Note Payment Account is hereby established as a distinct account within :he 2009 Revolving Fund. (The County's 2009 Note Payment Account, as supplemented by monies held in any interim account that are designated fqr transfer to the 2009 Note Payment Account, is herein referred to as the "2009 Note Payment Account".) The Treasurer is directed to deposit into the 2009 Note Payment Account, promptly On receipt, those amounts described below in Paragraphs (i), (ii), (iv), and (v) that are not excluded pursuant to Subsection (d) below. Furthermore, the Treasurer may, by written order, deposit into the 2009 Note Payment Account all or any portion of the amOunts described below in Paragraph (fii). (i) All 2008 Delinquent Taxes. (ii) All statutory interest on the 2008 Delinqueht Taxes. (iii) All property tax administration fees on the 2008 Delinquent Taxes, net of any amounts applied toward the expenses of the borrowing in anticipation of such year's delinquent taxes. (iv) Any amounts which are received by the Treasurer from the taxing units within the County because of the uncollactabiliey of the 2008 Delinquent Taxes. (v) Any amounts remaining in the 2009 Project Aceourit after the transfers to the 2009 Tax Payment Account and 2009 Note Reserve Account have been madeas specified in Sectioris 702 and 703. (b) Monies in the 2009 Note Payment Account shall be used by the County to pay principal of, premium, if any, and interest on the 2009 Notes as the same become due and payable. r (OW The Treasurer may, by wrieeen order, provide that only a portion of the SUMS described above in Subsection (a) 20 shall bedeposited into the 2009 Note Payment Account and applied toward the payment of debt service on the 2009 Notes, in whia event those sums which are withheld from the 2009 Note Payment Account shall be deposited into the 2009 Tax Payment Account ort, pursuant to further order of the Treasurer, applied toward any other purpose consistent with Act 206. The portion of any SUM5 described in Subsection (a) which are withheld from the 2009 Noe Payment Account pursuant to this Subsection shall be determined in accordance with the following Paragraph. (ii) Prior to the issuance of the 2009 Notes, the Treasurer may by written order specify a cut-off date nOt earlier . than March 1, 2009, and only those sums payable to the _2009 Note Payment Account and received by the County after the cut-off date shall be applied to the 2009 Note Payment Account. (d) The Treasurer may, by written order, provide that at such time as sufficient funds shall have been deposited into the 2009 Note Payment Account to pay all remaining amounts owed under the 2009 Notes the pledge on any additional monies otherwise payable eo the 2009 Note Payment Account shall '.0e discharged and such monies shall not be deposited into the 2009 Note Payment Account or otherwise pledged toward payment of the 2009 Notes. (e) The Treasurer may, by written order, provide that in the event 2009 Notes are issued pursuant to _Article Tit amounts which would otherwise be included in the 2009 Note Payment Account or the 2009 Note Reserve Account (or any su4- acaount therein for a particular series of 2009 Notes) shall nOt include any amounts received by the County prior to the latest maturity date of any series of 2009 Notes previously issued under Article II and/or Article II:. 705. Limited Tax General Obligation and Pledge (2009), (a) The 2009 Notes shall be the general obligation of the County, _backed by the County's full faith and credit, the County's tax obligation (within applicable constitutional add statutory limits) and the County's general funds. The County budget shall provide that ef the pledged monies are not collected in sufficient amounts to meet the payments of the principal and interest due on the 2009 Notes, the County, before paying any other budgeted amounts, shall promptly advance from its general funds sufficient monies to pay such principal and interest. (b) In addition, the monies listed below are pledged to the repayment of the 2009 Notes and, subject to Section 901 shall be used solely for repayment of the 2009 Notes until the principal of, premium, if any, and interest on the 2009 Notes are paid in full: 21 (i) All amounts deposited or earned in any Projedt Account, until disbursed in accordance with Section 201; (ii) All net proceeds from the sale of the 2009 Notqs deposited or earned in the 2009 Tax Payment Account, until disbursed in accordance with Section 702; (iii) All amounts deposited in the 2009 Note Payment Account pursuant to Section 704(a); (iv) All amounts deposited jn the 2009 Note ReserVe Account; (v) All amounts earned from the investment of monies held in the 2009 Note Payment Account or the 2009 Note Reserve Account; and • (vi) Any supplemental monies placed in the 2009 Note Payment Account and drawn in the discretion of the Treasurer from unpledged sums on the revolving funds, which pledge shall be subject to such limitations or exceptions as shall be set forth in the written order of the Treasurer. (c) If the 2009 Notes shall be issued in various series pursuant to Article V, this pledge shall, in the case Of any independently secured series, extiend cely to monies in accounts or sub-accounts pertaining to the particular series. (d) If the amounts so pledged are not sufficient to pay the principal and interest when due, the County shall pay title same from its general funds or other available source. Subjection to Section 602 and pursuant to written order of the Treasurer, the County may later reimburse itself for sue7h payments from the 2008 Delinquent Taxes collected. 706. Security for Renewal Refund ira or Advance Refundi.ta Notes (2009). Renewal, refunding, or edvance refunding Notes shall be secured by all or any portion of the same sedurAy securing the 2009 Nctes being renewed, refunded or advare;ee refunded. The monies pledged in Section 705 for the repayment Of the Notes are also pledged for the repayment of the principal of, premium, if any, and interest on any renewal, refunding Or advance refunding Notes issued pursuant to this Resolution, ahd any such renewal, refunding or advance refunding Notes shall be the general obligation of the County, backed by its full faith and credit, which shall include the tax obligation of the County, within applicable constitutional and statutory limits. 707. Use of l''unds after Full Payment or Provisions fOr Payment (2009). After all principal of, premium, if any, and interest on the 2009 Nctes have been paid in full or provision made therefor by investments of pledged amounts in dirept noneallable obligations of the United States of America in 22 amounts and with maturities sufficient Lc pay all such principal, premium, if any, and interest when due, any further collection df 2008 Delinquent Taxes and all excess monies in any fund dr account of the 2009 Revolving Fund, and any interest or income On any such amounts, may, pursuant to written order of the Treasurer and subject to Article V, be used for any proper purpose within the 2009 Revolving Fund including the securing of subsequent series of notes. 708. 2010 Delinquent Tax Project Account. If the 2010 Notes are issued and sold before the Treasurer has received certification from the taxing units of the amount of the 200 Delinquent Taxes, and if such certification is not reasonably anticipated in time to allow distribution of the proceeds of die 2010 Notes within 20 days after the date of issue, a 2010 Delinquent Tax Project Account (the "2010 Project Account") shall be established by the Treasurer as a separate and distinct fund of the County within its general fund. The 2010 Project Account shall receive all proceeds from the sale of the 2010 Note, including any premium or accrued interest received at the time Of sale. The 2010 Project Account shall be held in trust by an escrow agent, until the monies therein are disbursed in accordance with this Article VII. The escrow agent shall be Ha commercial- bank, shall be located in Y.ichigan, shall haVe authority to exercise trust powers, and shall have a net worth in excess of $25,000,000. The form and content of the agreement between the County and the escrow agent shall be -approved by the Treasurer. Subject tc the following sentence, monies deposited in the 2010 Project Account shall be expended only (i) for the purpose of funding the 2010 Tax Payment Account established under Section 702, and (ii) to the extent permitted by Act 206, for the purpose of paying the expenses of the offering of the 2010 Note. In the event the Treasurer by written order so directS, additional funding of the 2010 Project Account may be undertake0, and any surplus proceeds remaining in the 2010 Project Account after the Treasurer has completed the funding of the 2010 Tax Payment Account may be transferred to either the 2010 Note Reserve Account created under Section 733 or the 2010 Note Payment Account created under Section 704. Monies in the 200 Project Account may be disbursed by the escrow agent to the County's 2010 Tax Payment Account at any time and from time to time, upon receipt of a written requisition signed by the Treasurer. ' 709. 2010 Tax Payment Account. The County's 2010 Tax Payment Account (the "2010 Tax Payment Account") is hereby established as a distinct accountwithin the 2010 Revolving Fund. The :Treasurer shall designate all or a portion of the proceeds of the 2010 Notes, net to exceed the amount of 2009 Delinquelyt Taxes, for deposit in the 2010 Tax Payment Account. If, however, the proceeds of the 2010 Nctes are initially deposited in tbe 2010 Project Account pursuant to Section 701, the Treasurer J_s instead authorized and directed to transfer monies included in 23 the 2010 Project Account to the 2010 Tax Payment Account in accordance with the procedures set forth in Section 701. The County shall apply the monies in the 2010 Tax Payment Account to the payment of the 2009 Delinquent Taxes or expenses of the borrowing in accordance with Act 206. The allocation of monies from the 2010 Tax Payment Account may be made pursuant to ;a single, comprehensive disbursement or may instead be made frOm time to time, within the time constraints of Act 206, to particular taxing units as monies are paid into the 2310 Tdx Payment Account, such that the source of the monies (whether from the County's own funds, from the proceeds of a tax exemPt borrowing or from the proceeds of a taxable borrowing) may 4e traced to the particular taxing unit receiving the fund. Moreover, and regardless of whether multiple series of 2010 Notes are issued, the 2010 Tax Payment Account may be divided into separate sub-accounts in order to allow the Treasurer to designate which taxing units shall receive borrowed funds and which shall receive funds otherwise contributed by the County. 710. 2010 Note Reserve Account. In the event funding is provided as described in this Section 710, the Treasurer shall establish a 2010 Note Reserve Account the 11 2010 Note Reserve Account") as a distinct account within the 2010 Revolving Fund. After depositing all of the monies to fund the 2010. Tax Payment Account pursuant to Section 709, the Treasurer shall next transfer to the 2010 Note Reserve Account, either from the 2010 Project Account or directly from the proceeds of 2010 Notes, any proceeds remaining from the initial issuance of the 2010 Notes. In addition, the Treasurer may transfer unpledged monies frOm other County sources to the 2010 Note Reserve Account in On amount which, when added to any other amounts to be deposited in the 2010 Note Reserve Account, does not exceed the amount reasonably required for the 2010 Notes secured by the 2010 Reserve Account or, if less, 20% of the total omount of the 2010 Notes secured by the 2010 Reserve Account. Except as provided below, all monies in the 2010 Note Reserve Account shall be used solely for payment of principal of, premium, if any, and intereSt on the 2010 Notes to the extent that monies required for such payment are not available in the County's 2010 Note Payment Account. Monies in the 2010 Note Reserve Account shall be withdrawn first for payment of principal of, premium, if any, and interest on the 2010 Notes before County 7enera1 funds are used to make the payments. All income or interest earned by, ()r increment to, the 200 Note Reserve Account due to its investment or reinvestment shall be deposited in the 2010 Note Reserve Account. When the 2010 Note Reserve Account is sufficient to retire the 2010 Notes and accrued interest thereon, the Treasurer may order that the 2010 Note Reserve Account be used to purchase the 2010 Notes on the market, or, if the 2010 Notes are nbt available, to retire the 2010 Notes when due. If 50 ordered 'py the Treasurer, all or any specified portion of the 2010 Note Reserve Account may be applied toward the redemption of any 2010 Notes designated for redemption in accordance with Section 209.; 24 711. 2010 Note Payment Account. (a) The County's 2010 Note Payment Account is hereby established as a. distinct accoutnt within the 2010 Revolving Fund. (The County's 2010 Note Payment Account, as supplemented by monies held in any interim account that are designated fdr transfer to the 2010 Note Payment Account, is herein referred to as the "2010 Note Payment Account".) The Treasurer is directed to deposit into the 2010 Note Payment Account, promptly On receipt, those amounts described below in Paragraphs (i), (iv), and (v) that are not excluded pursuant to Subsection () below. Furthermore, the Treasurer may, by written order, deposit into the 2010 Note Payment Account all or any portion of tlie amounts described below in Paragraph (iii). (i) All 2009 Delinquent Taxes. (ii) All statutory interest on the 2009 Delinquerit Taxes. . (iii) All pronerty tax administration fees on the 209 Delinquent Taxes, net of any amounts applied toward the expenses of the issuance of the 2010 Notes. (iv) Any amounts which are received by the Treasurer from the taxing units within the County because of the uncollectability of the 2009 Delinquent Taxes.- • (v) Any amounts remaining in the 2010 .Project Account after the transfers to the 2010 . Tax Payment Account and .2010 Note Reserve Account have been made as specified in Sections 709 and 710. (b) Monies in the 2010 Note Payment Account shall be used by the County to pay principal of, premium, if any, and interest on the 2010 Notes as the same become due and payable. (c)(1 ) The Treasurer may, by written order, provide that only a portion of the sums described above in_Subsection (a) shall be deposited into the 2010 Note Payment Account and applied toward the payment of debt service on the 2010 Notes,. in whig=h event those sums which are withheld from the 2010 Note Payment Account shall be deposited into the 2010 Tax Payment Account oi, pursuant to further order of the Treasurer, applied toward any other purpose consistent with Act 206. The portion of any sums described in Subsection (a) which are withheld from the 2010 Note Payment Account pursuant to this Subsection shall be determined in accordance with the following Paragraph. (ii) Prior to the issuance of the 2010 Notes, the Treasurer may by written order specify a cut-off date ndt earlier than March 1, 2010, and only those sums payable to 25 the 2010 Note Payment Account and received by the County after the cut-off date shall be applied to the 2010 Note Payment Account. (d) The Treasurer may, by written order, provide that at such time as sufficient fends shall have been deposited into the 2010 Note • Payment Account to pay all remaining amounts owed under the 2010 Notes the pledge on any additional monies otherwise payable to the 2010 Note Payment Account shall be discharged and such monies shall not be deposited into the 2010 Note Payment. Account or otherwise pledged toward payment of the 2010 Notes. (e) The Treasurer may, by written order, provide that in the event 2010 Notes are issued pursuane to Article Tit, amounts which would otherwise be allocated to the 2010 Note Payment Account or the 2010 Note Reserve Account (or any sub- account in either such Account for a particular series of 2010 Notes) shall not include any amounts received by the County prior to the latest maturity date of any series of 2010 Notes previously issued under ArLicle II and/or Article III. 712. Limited Tax General Obligation and Pledge (2010). (a) The 2010 Notes shall be the general obligation of the County, backed by the County's full faith and credit, the County's _tax obligation (within applicable constitutional and statutory limits) and the County's general funds. The County budget shall provide that if the pledged monies are not collected in sufficient amounts to meet the payments of the principal and interest due on the 2010 Notes, the County, before paying any other budgeted amounts, shall promptly advance from its general funds sufficient monies to pay such .principal and interest. (b) In addition, the monies listed below are pledged to the repayment of the 2010 Notes and, subject to Section 901, shall be used solely for repayment of the 2010 Notes until the principal of, premium, if any, and interest on the 2010 Notes ate paid in full: (i) All amounts deposited or earned in the 2010 Project Account, until disbursed in accordance with Sectidn 701; (ii) All net proceeds from the sale of the 2010 Notes deposited or earned in the 2010 Tax Payment Account, until disbursed in accordance with Section 702; (iii) All amounts deposited in the 2010 Note Payment Account pursuant to Section 704(a); (iv) All amounts deposited in the 2010 Note Reserve Account; 26 (v) All amounts earned from the investment of monies held in the 2010 Note Payment Account or the 2010 Note Reserve Account; and • (vi) Any supplemental monies placed in the Note Payment Account and drawn in the discretion of the Treasurer from unpledged sums on the revolving fends, which pledge shall be subject to such limitations or exceptions as shall be set forth in the written order of the Treasurer. (c) If the 2010 Notes shall be issued in various series pursuant to Article v, this pledge shall in the case of any independently 'secured series extend only to monies accounts or sub-accounts pertaining to the particular series. r (d) If the amounts so pledged are not sufficient to pay the principal and interest when due, the County shall pay the same from its general funds or other available sources. Subjedt to Section 602 and pursuant to written order of the Treasuret, the County may later reimburse itself for such payments from the 2009 Delinquent Taxes collected. 713. Security for Renewal, Refunding or Advance Refundir)g Notes (2010) Renewal, refunding, or advance refunding 2010 Notes shall be secured by all or any portion of the same security securing the 2010 Notes being renewed, refunded or advane refunded. The monies pledged in Section 712 for the repayment of the 2010 Notes are also pledged for the repayment of the principal of, premium, if any, and interest on any renewal, refunding or advance refunding 2010 Notes issued pursuant in respect of 2009 Delinquent Taxes to this Resclution, and any such renewal,- refunding or advance refunding 2010 Notes shall be the general obligation of the County, backed by its full faith and credit, which shall include the tax obligation of the County, within applicable constitutional and statutory limits. 714. Use of Funds after Full Payment or Provisions fOr Payment (2010). After all principal of, premium, if any ., arid interest on the 2010 Notes have been paid in full or provisiOn therefor by investments of pledged amounts in direct noncallabe obligations of the United States of AmereLca in amounts and with maturities sufficient to pay all such principal, premium, if any, and interest when due, any further collection of 2009 Delinquerit Taxes and all excess monies in any fund or account of the 2010 Revolving Fund, and any interest or income on any such amount, may, pursuant to written order of the Treasurer and subject to Article V, be used for any proper purpose within the 2010 Revolving Fund including the securing of subsequent series Of notes. 27 VIII. SUPPLEMENTAL AGREEMENTS • 801. Supplemental Agreements and Documents. The Treasurer, on behalf of the County, is authorized to enter into any or all of the following agreements or commitments as may, in the Treasurer's discretion, be necessary, desirable or beneficial in connection with the issuance of the 2009 Notes and/or 2010 Notes, upon such terms and conditions as the '2reasurer may determine apprnpriatt9: (a) A letter of credit, line of credit, repurchaSe agreement, note insurance, or similar instrument,- providing backup liquidity and/or credit support for the relevant Notes; Oar A reimbursement agreement, revolving credit agreement, revolving credit note, or similar instrument, setting forth repayments of and security for amounts drawn under the letter of credit, line of credit, repurchase agreement or similar instrument; .(c) A marketing, remarketing, placement, authenticating, paying or tender agent agreement or dealer agreement designating a marketing, remarketing, authenticating, paying, -tender or placement agent or dealer and prescribing the duties of such person or persons with respect to the relevant Notes; and (d) A put agreement or provAsion allowing the purchaser of the 2009 Notes Of 2010 Notes (as the case may be) to require the County to repurchase the 2009 Notes or 2010 Notes the case maybe) upon demand at such times as may be provided in such put agreement or provision. (e) An agreement to use amounts formerly pledged to other years borrowings as security for the 2009 Notes or 2010 Notes (as the case may be) when no longer so pledged. 802. Revolving Credit Notes. If the Treasurer enters into!a revolving credit agreement (the "Agreement") pursuant to Section 801 above, the Agreement may call for the issuance of one or more revolving credit notes (the "Revolving Credit Notes") for the purpose of renewing all or part of maturing 2009 or 2010 Notes or 2009 or 2010 Notes that have been put pursuant to a put agreement or provision. Such Revolving Credit Notes shall be issued pursuant to Article II or 7=I, as appropriate, and in accordane with the following provisions: (a) Interest on the Revolving Credit • Notes may be payable on maturity, on prior redemption, monthly, bimonthly, quarterly, or as otherwise provided in the Agreement. 28 (b) The Revolving Credit Notes may mature on one or more date Or dates not later than the final maturity date of the 2009 Notes or 2010 Notes (as the case may be), as provided in the Agreement. '(c) The Treasurer may, at the time of the original issuance of the 2009 Notes or 2010 Notes, execute and deliver . one Revolving Credit Note in a maximum principal amount not exceeding the lending commitment under the Agreement from time to time in force (and may substitute one such Note in a lesser principal amount for another in the event the lending commitMent is reduced), provided that a schedule shall be attached to such Note on which loans and repayments of principal and interest a4e evidenced and further provided that the making of a loan and the evidencing of such loan on the schedule of any such Note shall constitute the issuance of a renewal Note for the purposes Of this Resolution. Ix. MISCELLANEOUS PROVISIONS 901. Expenses. Expenses incurred in connection with the 2009 Notes and the 2010 Notes shall be paid from the property tax administration fees collected, respectively, on the 2008 Delinquent Taxes and 2009 Delinquent Taxes and, if so ordered by the Treasurer, from any earnings on the proceeds of the offering or from other monies available to the County. 902. Bond Counsel. The 2009 Notes and the 2010 Notes (and any renewal, refunding or advance refunding Notes) shall be delivered with the unqualified opinion of Axe & Ecklund, P.C.., attorneys of Grosse Pointe Farms, Michigan, bond counsel chosen by the Treasurer, which selection may, at the option of the Treasurer, be for one or more years. ; 903. Financial Consultants. Municipal Financial Consultants Inco-LpoLated, Grosse Pointe Farms, Michigan, is hereby retained to act as financial consultant and advisor to the County in connection with the sale and delivery of the 2009 Notes and the 2010 Notes. 904. Complete Records. The Treasurer shall keep full and complete records of all deposits to and withdrawals from each of the funds and accounts in the 2009 Revolving Fund and the 2010 Revolving Fund and any account or sub-account created pursuant 'to this Resolution and of all other transactions relating to suCh funds, accounts and sub-accounts, including investments of money in, and gain derived from, such funds and accounts. 905. Chargebacks. If by the date which is three months prior to the final maturity date of the 2009 Notes or the 2010 Notes sufficient monies are not on deposit in the corresponding Note Payment Account and the Note Reserve Account to pay all 29 principal of and interest on the relevant Notes when due, 2008 Delinquent Taxes or 2009 Delinquent Taxes (as the case may be) not then paid 01 recovered at or prior to the latest tax sale transacted two or more months before the final maturity of the relevant Notes shall, if necessary to ensure full and timely payment on the date of final maturity, be charged back to the local units in such fashion as the Treasurer may determine, and, subject to Article V, the proceeds of such chargebaeks stall be deposited into the County's 2009 Note Payment Account or 2010 Note Payment Account (as the case may be) no later than fi -e weeks prior to the final maturity of the relevant Notes. This Section 905 shall not be construed to limit the authority of the -Treasurer under . State law to charge back under other circumstances or at other times. 906. Investments. The Treasurer is authorized to invest all monies in the 2009 Proect Account and 2010 Project Account in the 2009 Revolving Fund and 2010 Revolving Fund and in any account or sub-account therein which is established pursuant to this Resolution in any one or more of the investments authorized as lawful investments for counties under Act No. 20, Public Acts of 1943, as amended, The Treasurer is further authorized to enter into a contract on behalf of the County under the Surplus Funds Investment Pool Act, Act No. 367, Michigan Public Acts Qf 1982, as amended, and to invest in any investment pool created thereby monies held in the 2009 Project Account and 2010 Project Account, in the 2009 Revolving Fund and 2010 Revolving Fund, and in any account or sub-acccunt therein which is established pursuant to this Resolution. 907. Mutilated, Lost, Stolen or Destroyed Notes. In the event any Note is mutilated, lost, stolen, or destroyed, the Treasurer may, on behalf of the County, execute and deliver, dr order the Registrar or Paying Agent to authenticate and deliver, a new Note having a number not then outstanding, of like date, maturity and denomination as that mutilated, lost, stolen or destroyed. In the case of a mutilated Note, a replacement Note shall not be delivered unless and until such mutilated Note is surrendered to the Treasurer or the Registrar or Paying Agent.. In the case of a lost, stolen or destroyed Note, a replacement Note shall net be delivered unless and until the Treasurer and the Registrar or Paying Agent shall have received such proof of ownership and loss and indemnity as they determine to 1)2,e sufficient. • ARTICLE X. TAX-EXEMPT REFUNDING 1001. Refunding of Taxable Debt or Issuance of Tax- Exempt Debt. The County acknowledges that the Current state Of Federal law precludes the issuance of the 2009 Notes and/or 2010 Notes (alternatively the "Notes") as obligations the interest on 30 which is exempt from Federal income tax. However, the County presently contemplates that anticipated amendments to the Internal Revenue Code of 1986 (the "Code") and/or the Treasury Pprjeletieles issued thereunder (the "Regulations") or a change in Michigan law changing the character of the Notes may in the future permit the issuance of general obligation limited tax • notes on a tax-exempt basis, and, in view of this expectation, the County, through the offices of the Treasurer, shall issue tax-exempt notes or issue obligations to refund any or all outstanding Notes issued as taxable obligations, at the time, on the terms, and to the extent set forth in This Article X. 1002. Timing of Refunding. The aforementioned refunding obligations (the "Refunding Notes") shall be issued after the effective date of any change in the Code, Regulations, Internal Revenue Service pronouncements or judicial rulings which, as confirmed by the written opinion of bond counsel, permit the refunding of all or some of the outstanding Notes with proceeds from obligations the interest- on which is excluded from gross income for purposes of Federal income taxi 1003. Extent of Refunding. Subject to the other provisions of this Section 1003, the Refunding Notes shall refund all Notes outstanding at or after the effective date of any change in the-law described in Section 1302. This Section 100,3 shall not, however, be construed to require the refunding of any Note prior to the time such Note may be refunded on a tax-exempt basis, nor shall this Section 1003 be construed to require the refunding of any Note, if that refunding would result in greater cost to the County (including interest expense, professional fees and administrative outlays) than would arise if the Note were to remain outstanding. 1004. Confirmatory Action. Subsequent to any change in the law described in Section 1002, the Board shall convene to consider any terms of the Refunding Notes requiring specific ratifieatjon by the Board. 1005. Arbitrage Covenant and Tax Law Compliance. In the event tax-exempt Notes or Refunding Notes are issued pursuant to this Article X, the following covenants shall be observed by the County: (i) The County will make no use of the proceeds of the Notes or Refunding Notes and will undertake no other intentional act with respect to the Notes or Refunding Notes which, if sudh use or act had been reasonably expected on the date of issuane of the Notes or Refunding Notes or if such use or act were intentionally made or undertaken after the date of issuance of the Notes or Refunding Notes, would cause the Notes or Refunding Notes to be "arbitrage bonds," as defined in Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), in the Regulations promulgated under Sections 103 and 148 of the Code or 31 in any successor or supplementary provision of law hereinafter promulgated, (ii). The County will undertake all actions as shall be necessary to maintain the Notes or Refunding Notes as obligations, the interest on which qualifies for the ta i x exemption provided by Section 103(a) of the Code, including, where appropriate and without limitation, filing informational returns with the Secretary of Treasury, keeping accurate account of all monies earned in any fund, account or sub-account authorized by this Resolution or any resolution adopted in accordance with Section 1004 above, certifying cumulative cash flow deficits of the County and the locaL units, and investing any required portion of the gross proceeds of the Notes dr Refunding Notes, whether on behalf of tha County or the loca:1 units, in tax-exempt obligations or State and Local Governme3tt Series obligations, and • (iii) The County will make timely payment to the United States of any investment earnings realized by the County on the gross proceeds of the Notes or Refunding Notes, as may be subjedt to rebate under Section 148(f) of the Code, and, to the extent required under applicable Law or deemed by the Treasurer to be in the best interest of the County pursuant to written order, the County's obligation to make such payment to the United States shall also account for excess investment earnings realized by local units on all Cr a portion of the gross proceeds ditrihuted to, and held by, the local units pursuant to Section 702. (iv) The Treasurer shall be directed to take sudh actions and to enter into such agreements and certifications, dn behalf of the County, as the Treasurer ehall deem necessary or appropriate to comply with the foregoing covenants. 1006. Undertaking to Provide Continuing Disclosure. necessary, this Board of Commissioners, for and on behalf of the County of Oakland, hereby covenants and agrees, for the _benefit of the beneficial owners of the Notes to be issued by the County, to enter into a written undertaking- (the "Undertaking") required by Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 193 .4 (the "Rule") to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events in accordance with the Rule. The Undertaking shall be substantially in the form as approved by the Underwriter of the Notes. The Undertaking shall be enforeeahie by the beneficial owners of Notes or by the Underwriter on behalf of such beneficial owners (provided that the Underwriter's right to enforce the provisions of the Undertaking shall be limited to a eight to obtain specific enforcement of the County's obligations hereunder and under the Undertaking), and any failure by the County to Comply with the 32 provisions of the Undertaking shall not be deemed a default with respect to the Notes. The County Treasurer or other officer of the County charged with the rPqpnncihility for issuing the Notes shall provide Continuing Disclosure Certificate fcr inclusion in the transcript of proceedings, setting forth the terms of the County 's Undertaking. Mr. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE I -4.1104- 174-0 33 March 5, 2009 Resolution #09031 Moved by Capello supported by Burns the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Burns, Capella, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Hatcheit, Jackson, Jacobsen, Long, McGillivray, Middleton, Nash, Potter, Potts, Runestad, Schwartz, Scott, Woodward, Zack, Bullard. (23) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson. Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a trite and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on March 5, 2009, 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 5th day of March, 2009. Ruth Johnson, County Clerk