HomeMy WebLinkAboutResolutions - 2009.03.05 - 9842MISCELLANEOUS RESOL -JTION #09034 March 5, 2009
BY: Finance Committee, Thomas Middleton, Chairperson
IN RE: MANAGEMENT AND BUDGET - RESOLUTION AUTHORIZING ISSUANCE
OF OAKLAND COUNTY BUILDING AUTHORITY, BUILDING AUTHORITY
REFUNDING BONDS, SERIES 2009 (REFUNDS SERIES 2002) AND APPROVING
THE UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS, pursuant to the provisions of Act No. 31, Public
Acts of Michigan, 1948, extra session, as amended, ("Act 31") the
Oakland County Building AuLhority (the "Authority") and the
County of Oakland (the "County"), have entered into a Full Faith
and Credit General Obligation Lease Contract dated as of July I,
2001 (as listed in Appendix A) (the "Lease Contract"); and
WHEREAS, pursuant to the Lease Contract, the Building
Authority has issued a series of its bonds which remain
outstanding as listed in Appendix B (the "Bonds") to defray the
cost of constructing the 52 nd District Court Third Division
building for the County; and
WHEREAS, the Bonds remain outstanding in various aggregate
principal amounts which mature in various principal amounts in
various yearsand bear interest at various rates per annum which
rates of interest are higher Lhan those now prevailing; and
WHEREAS, Act 31 and Act No. 34, Public Acts of Michigan,
2001, as amended, ("Act 34") authorize the Authority to refund
all or any part of its indebtedness; and
WHEREAS, the County has determined that a significant cost
savings can be achieved by refunding outstanding Bonds in whole
or in part; and
WHEREAS, in order to provide for the Refunding Bonds and to
comply with federal securities regulations, it is necessary to
approve an amendment to the lease contract between the County and
the Authority (the "Amendment to Lease Contract") attached as
Appendix C in order to approve the undertaking to provide
continuing disclosure which Continuing Disclosure Certificate is
attached as Appendix 1 to the Amendment to Lease Contract (the ,
"Disclosure Certificate").
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS
OF THE COUNTY OF OAKLAND as follows:
1. The Authority is authorized to proceed to refund any or
all of the Bonds described in Appendix B in whole or in part, on
such terms and conditions as will result in a lower total
indebtednes-s on such issue.
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Gingell, Zack
and Coulter absent.
FINANCE COMMITTEE
2. The Amendment to Lease Contract attached hereto as
Appendix C is hereby approved.
3. The County Officials set forth on the Amendment to
Lease Contract are authorized to execute and deliver the
Amendment to Lease Contract on behalf of the County.
4. After any refunding bonds are issued, the Authority
shall report to the County on the new debt service schedule and
the savings in total principal and interest.
5. The County Executive, if necessary, is authorized to
file for approval to issue the bonds from the State of Michigan,
Department Of Treasury ("Treasury"), to pay the related fee, and
to execute and deliver such other documents as may be requested
by the Treasury.
6. All activities involved in the refunding of the Bonds
under this resolution shall comply with the standing rules of the
Board of Commissioners.
BE IT FURTHER RESOLVED that the Chairperson of the Board of
Commissioners is authorized fill in the blanks in Exhibit A to
Appendix C - Debt Retirement Schedule and in Appendix 1 to
Appendix C --Continuing Disclosure Certificate prior to executing
and filing these documents with the Oakland County Clerk.
Chairperson, on behalf of the Finance Committee, I move the
adoption of the foregoing resolution.
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APPENDIX A
$18,100,000 Oakland County Building Authority, Building
Authority Bonds, Series 2002 - FULL FAITH AND CREDIT GENERAL
OBLIGATION LEASE CONTRACT MADE AS OF JULY 1, 2C01.
9/1/09
9/1/10
9/1/11
9/1/12
9/1/13
9/1/14
9/1/15
9/1/16
9/1/17
9/1/18
9/1/19
9/1/20
9/1/21
9/1/22
TOTAL $14,125,000
$ 775,000
775,000
925,000
350,000
875,000
925,000
975,000
1,025,000
1,050,000
1,100,000
1,150,000
1,200,000
1,275,000
1,325,000
APPENDIX B
OAKLAND COUNTY BUILDING AUTHORITY,
BUILDING AUTHORITY BONDS, SERIES 2002
Date Principal
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APPENDIX C
AMENDMENT TO LEASE CONTRACT
THIS AMENDMENT TO FULL FAITH AND CREDIT GENERAL OBLIGATION
LEASE CONTRACT ("Amendment to Lease Contract") made as of April
1, 2009, by and between the OAKLAND COUNTY BUILDING AUTHORITY
(the "Authority"), a building authority organized and existing
under and pursuant to the provisions of Act No. 31, Public Acts
of Michigan, 1948 (First Extra -Session), as amended ("Act 31"),
and the COUNTY OF OAKLAND, a County of the State of Michigan (the
"County"),
WITNESSET H:
WHEREAS, the Authority has been incorporated by the County
pursuant to Act 31 for the purpose of acquiring, furnishing,
equipping, owning, improving, enlarging, operating and
maintaining a building or buildings, automobile parking lots or
structures, recreational facilities and stadiums, and the
necessary site or sites therefor, for the use of the County; and
WHEREAS, the County desired to construct the 52 District
court Third Division building for the County of Oakland, Michigan
(the "Project"), and the Authority constructed the Project; and
WHEREAS, it is proposed that the Authority refinance the
outstanding building authority bonds dated June 1, 2002 issued by
the Authority pursuant to the Full Faith and Credit General
Obligation Lease Contract dated as of July 1, 2001 (the "Lease
Contract") and Act 31; and
WHEREAS, in order to make possible the issuance of refunding
bonds it is necessary for the parties to enter into this
Amendment to Lease Contract.
THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS AND
AGREEMENTS SET FORTH BELOW, IT IS HEREBY AGREED BY AND BETWEEN
THE PARTIES TO THIS AMENDMENT TO LEASE CONTRACT AS FOLLOWS;
A. The following paragraphs 24 and 25 are added to the
Lease Contract to read as follows:
24. Authorization and Issuance of Refunding Bonds. As soon
as pretieabie after the effective date of the Amendment to Lease
Contract, the Authority shall proceed to issue its building
authority refunding bonds in the aggregate principal amount of
not to exceed 13,500,000 (the "Refunding Bonds"), pursuant to
and in accordance with the provisions of Act 31, for the purpose
of refunding the Building Authority Bonds, Series 2002 dated as
of June 1, 2002 maturing in the years 2012 through 2022 (the
"Prior Bonds Being Refunded"). The Authority shall pledge for
the payment of the principal of and interest on the Refunding
Bonds the cash rental payments described and required to be paid
by the County pursuant to the Lease Contract and this Amendment
to Lease Contract. The Refunding Bonds shall be dated April 1,
2009 or such later date as to be determined. The Refunding Bonds
shall bear interest at a rate or rates that will produce a
savings true interest cost and shall mature in accordance with
the Debt Retirement Schedule set forth on Exhibit A to this
Amendment to Lease Contract. Each date on which any payment of
principal of and/or interest on any Refunding Bonds is due is
referred to herein as a "Bond Payment Date".
The County and the Authority recognize and acknowledge that
(a) such Debt Retirement Schedule is based upon an assumed
interest rate and date of issuance of the Refunding Bonds. and
assumed Bond Payment Date, all as set forth in Exhibit A, (b) the
Bond Payment Dates will be specified in the Award Resolution and
(e) the rental payments due under this Amendment to Lease
Contract will be determined when the Award Resolution is adopted
by the Authority and the Refunding Bonds are sold, by application
of the rate or rates of interest actually borne by the Refunding
Bonds.
25. Undertaking to Provide Continuing Disclosure for
Refunding Bonds. The County and the Authority hereby covenant
and agree, for the benefit of the beneficial owners of the
Refunding Bonds, to enter into a written undertaking (the
"Undertaking") required by SEC Rule 15c2-12 promulgated by the
Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934 (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 in the form
attached hereto as Appendix 1. This Undertaking shall be
enforceable by the beneficial owners of the Refunding Bonds or by
the Purchaser(s) on behalf of such holders (provided that the
Purchaser(s) right to enforce the provisions of this Undertaking
shall be limited to a right to obtain specific enforcement of the
obligations hereunder and any failure by the County and the
Authority to comply with the provisions of this Undertaking shall
not be an event of default with respect to the efunding Bonds).
The County Executive or County Clerk and the Chairperson or
Treasurer of the Authority, or other officer of the County or
Authority - charged with the responsibility for issuing the
Refunding Bonds, shall provide a Continuing Disclosure
Certificate for inclusion in the transcript of proceedings,
setting forth the details and terms of the County's and
Authority's Undertaking."
IN WITNESS WHEREOF, the OAKLAND COUNTY BUILDING AUTHORITY,
by its Commission, and the COUNTY OF OAKLAND, by its Board of
Commissioners, have caused this Amendment to Lease Contract to be
signed by their duly authorized officers, anEt their seals to be
affixed hereto, all as of the day and year first above written.
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WITNESSES TO SIGNATURES OAKLAND COUNTY BUILDING AUTHORITY
OF AUTHORITY OFFICERS:
By:
Chairperson of its Commission
By:
Secretary of its Commission
WITNESSES TO SIGNATURES COUNTY OF OAKLAND
OF COUNTY OFFICERS:
By:
Chairperson, Board of Commissioners
By:
County Clerk
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STATE OF MICHIGAN)
)ss.
COUNTY OF OAKLAND)
On this day of , before me appeared
and , to me personally known,
who being by me duly sworn, did each say that they are,
respectively, the Chairperson and the Secretary of the Commission
of the OAKLAND COUNTY BUILDING AUTHORITY and that the foregoing
Amendment to Lease Contract was signed and sealed by them on
behalf of the Authority by authority cf its Commission, and that
such persons acknowledged such.instrument to be the free act and
deed of the Authority.
Notary Public, Oakland County,
Michigan
My Commission Expires:
(Seal)
STATE OF MICHIGAN)
)ss
COUNTY OF OAKLAND)
On this day of , before me appeared
and , to me personally
known, who being by me duly sworn, did each say that they are,
respectively, the Chairperson of the Board of Commissioners and
the County Clerk of the COUNTY OF OAKLAND and that the foregoing
Amendment to Lease Contract was signed and sealed by them on
behalf of the County by authority of its Board of Commissioners,
and that such persons acknowieded such instrument to be the free
act and deed of the County.
Notary Public, Oakland County,
Michigan
My Commission Expires:_
(Seal)
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Period
Ending
9/1/09
9/1/10
9/1/11
9/1/12
9/1/13
9/1/14
9/1/15
9/1/16
9/1/17
9/1/18
9/1/19
9/1/20
9/1/21
9/1/22
Principal Annual Rate Interest Total
EXHIBIT A
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APPENDIX 1
CONTINUING DISCLOSURE CERTIFICATE
OAKLAND COUNTY BUILDING AUTHORITY,
BUILDING AUTHORITY REFUNDING BONDS, SERIES 2009
This Continuing Disclosure Certificate (the "Disclosure
Certificate") is executed and delivered by the County of Oakland
(the "Obligated Municipality") in connection with the issuance of
the Oakland County Building Authority's (the "Issuer") not to
exceed $ Oakland County Building Authority, Building
Authority Refunding Bonds, Series 2009 (the "Securities"). The
Securities are being issued pursuant to a Refunding Bond
Resolution adopted by the Governing Body of the Issuer on
; a Resolution Approving the -Undertaking to
Provide Continuing Disclosure by the County of Oakland adopted by
the governing body of the Obligated Municipality; and an Award
Resolution adopted by the Governing Body of the Issuer on
(collectively the "Resolution") and
delivered to (the "Purchaser") on the date
hereof. Pursuant to the Resolution, the Obligated Municipality
has covenanted and agreed to provide continuing disclosure of
certain financial information and operating data and timely
notices of the occurrence of certain events. In addition, the
Obligated Municipality hereby specifically covenants and agrees'
as follows:
Section 1. Purpose of the Disclosure Certificate ; This
Disclosure CPrtifitP is being executed and delivered by the
Obligated Municipality for the benefit of the beneficial owners
of the Securities in order to assist the Participating
Underwriters within the meaning of the Rule (defined herein) in
complying with SEC Rule 15c2-12(b)(5). This Disclosure
Certificate constitutes the written Undertaking required by the
Rule.
Section 2. Definitions. In addition to the. defined terms
set forth in the Resolution, which apply to any capitalized term
used in this Disclosure Certificate unless otherwise defined in
this Section, the following capitalized terms shall have the
following meanings:
"Annual Report" means any annual report provided by the
Obligated Municipality pursuant to, and as described in, Sections
3 and 4 of this Disclosure Certificate.
"Audited Financial Statements" means the Obligated
Municipality's annual financial statements, which are currently
prepared in accordance with generally accepted accounting
principles [GAAP for governmental units as prescribed by GASB]
and which the Obligated Municipality intends to continue to
prepare in substantially the same form.
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"Fiscal Year" means the fiscal year of the Obligated
. Municipality.
"Final Official Statement" means the final official
statement dated delivered in connection with
the Securities, which is available from the MSRB.
"Governing Body" means the Board of Commissioners of the
Obligated Municipality or such other body as may thereafter be
the chief legislative body of the Obligated Municipality.
"Issuer" means Oakland County Building Authority which is an
obligated person with respect to the Securities.
• "Obligated Municipality" means the County of Oakland which
is an obligated persen with respect to the Securities.
"Issuer Contact" means the Chairperson, Treasurer, or
Secretary of the Obligated Municipality who can be contacted at
the Building Authority.
"Obligated Municipality Contact" means the Clerk or
Executive of the Obligated Municipality who can be contacted at
the County.
"Material Event" means any of the events listed in Section
5(a) of this Disclosure Certificate.
"MSRB" means the Municipal Securities Rulemaking Boatd
located at 1150 18th Street, N.W., Suite 400, Washington, D.C.
20036.
"NRMSIR" means any nationally recognized ,municipal
securities information repository as recognized from time to time
by the SEC for purposes of the Rule.
"Participating Underwriter" Means any of the original
underwriter(s) of the Securities (including the Purchaser)
required to comply with the Rule in connection with the offering
of the Securities.
"Repository" means each NRMSIR and each SID, if any.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC
under the Securities Exchange Act of 1934, as the same may be
amended from time to time.
"SEC" means the Securities and Exchange Commission.
"SID" means any public or private repository or entity
designated by the State of Michigan as a state information
depository for the purpose of• the Rule. The SID shall be the
Municipal Advisory Council of Michigan, 1445 First National
Building, Detroit, Michigan 48226.
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Section 3. Provision of Annual Financial Informption anja
Audited Financial Statements.
(a) The Obligated Municipality shall, not later than two
hundred seventy (270) days after the end of the Fiscal Year,
commencing with the year that ends September 30„ provide
each Repository with anneal financial information which is
consistent with the requirements of Section 4 of this Disclosure
Certificate. The annual financial information may be submitted
as a single document or as separate documents comprising a
package, and may cross-reference other information as provided in
Section 4 of this Disclosure Certificate; provided that the
Audited Financial Statements of the Obligated Municipality may be
submitted separately from the balance of the annual financial
information; and provided further that unaudited financial
statements will be included with the other financial information,
if audited statements have not already been furnished.
(b) If the Obligated Municipality is unable or fails to
provide to the Repositories an Annual Report by the date required
in subsection (a), the Obligated Municipality shall send a notice
of that fact in a timely manner to any NRMSIR, the MSRB and any
SID.
(c) The Obligated Municipality shall determine each year
prior to the date for providing the Annual Report the name and
address of each NRMSIR and each SID,. if any.
Section 4. Content of Annual Reports. The Obligated
Municipality's Annual Report shall contain or incorporate by
reference the following
Updates of the "State Equalized Valuation", "Taxable
Valuation", "County Tax Rates and Levies", "Tax Collection
Record", "General Fend Revenues and Expenditures", and "Debt
Statement (Direct and Overlapping Debt)" contained in the
Final Official Statement and the current Audited Financial
Statements.
Any or all of the items listed above may be •incorporated by
reference from other documents, including official statements of
debt issues of the Obligated Municipality or related public
entities, which have been submitted to each of the Repositories
or the SEC. If the document incorporated by reference is a final
official statement, it must be available from the MSRB. The
Obligated Municipality shall clearly identify each such other
document so incorporated by reference.
Section 5. Reporting of Material Events.
(a) This Section 3 shall govern the giving of notices of
the occurrence of any of the following events in a timely manner,
if material, with respect to the Securities:
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1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves
reflecting financial difficulties;
4. Unscheduled draws on credit enhancements
reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or
their failure to perform;.
6. Adverse tax opinions or events affecting the tax-
exempt status of the Securities;
7. Modification to rights of beneficial owners of the
Securities;
8.. Securities calls;
9. Defeasances;
10. Release, substitution or sale of property securing
repayment of the Securities; and
11. Rating changes.
(b) Whenever a Material Event occurs, the Obligated
Municipality shall promptly file a notice of such occurrence with
either all NRMSIRs or with the MSR3 and with any SID.
Notwithstanding the foregoing, notice of Material Events
described in subsections (a) (8) and (9) need not be given under
this subsection any earlier than the notice (if any) of the
underlying event is required to be given to beneficial owners of
affected Securities pursuant to the Resolution.
(c) Unless otherwise required by law and subject to
technical and economic feasibility, the Obligated Municipality
shall employ such methods of information transmission as shall be
requested or recommended by the designated recipients of the
Obligated Municipality's information.
Section 6. Termination of Reporting Obligation. The
Obligated Municipality's obligations under the Resolution and
this Disclosure Certificate shall terminate upon the legal
defeasance, prior redemption or payment in full of all the
Securities.
Section 7. Obligated Municipality Contact; Agent.
Information may be obtained from the Obligated Municipality
Contact. Additionally, the Obligated Municipality may, from time
to time, appoint or engage a dissemination agent to assist it in
carrying out its obligations under the Resolution and this
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Disclosure Certificate, and may discharge any such agent, with Or
without appointing a successor disseminationagent. The initial
dissemination agent shall be the Municipal Advisory Council of
Michigan, 1445 First National Building, Deeroie, Michigan 48226.
Section 8. Amendment; Waiver. Notwithstanding any other
provision of the Resolution or this Cieclosure Certificate, as
provided in this Section 8, any provision of this Disclosure
Cfeetificate may be amended or waived, if such amendment or waiver
is supported by an opinion of nationally recognized bond counsel
to the effect that such amendment or waiver would not, in and of
itself, cause the undertakings to violate the Rule. The
provisions of this Disclosure Certificate constituting the
Undertaking or any provision hereof, shall be null and void in
the event that the Obligated Municipality delivers to each then
existing NRMSIR. and SID, if any, an opinion of nationally
recognized bond counsel to the effect that those portions of the
Rule which require this Disclosure Certificate are invalid, have
been repealed retroactively or otherwise do not apply to the
Securities. The provisions of this Disclosure Certificate
constituting the Undertaking may be amended without the consent
of the beneficial owners of the Securities, but only upon the
delivery by the Obligated Municipality to each then existing
NRMSIR and SID, if any, of the proposed amendment and an opinion
of nationally recognized bond counsel to the effect that such
amendment, and giving effect thereto, wiel not adversely affect
compliance by the Obligated Municipality under this Disclosure
Certificate with the Rule. Any such amendment may only be made
in connection with a change in circumstances that arises from a
change in legal requirements, change in law, or change in the
identity, nature, or status of the Obligated Municipality or
other obligated person (as defined in the Rule) or type of
business conducted. No such amendment may be made unless the
Undertaking, as amended, would have complied with the
requirements of the Rule at the time of the primary offering of
the Securities, after taking into account any amendments or
interpretations of the Rule, as well as any change in
circumstances. No such amendment shall be made unless it does
not materially impair the interests of beneficial owners of the
Securities, as determined by nationally recognized bond counsel.
The annual financial information containing any amended operating
data or amended financial information wi]l explain, in narrative
form, the reasons for the amendment and the impact of the change
in the type of operating data or financial information being
provided.
If an amendment is made to the Undertaking specifying the
accounting principles to be followed in preparing financial
statements, the annual financial information for the year in
which the change is made will present a comparison between the
financial statements or information prepared on the basis of the
new accounting principles and those prepared on the basis of the
former accounting principles. The comparison will include a
qualitative discussion of the differences in the accounting
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4;
principles and the impact of the change in the accounting
principles on the presentation of the financial information, in
order to provide information to investors to enable them to
evaluate the ability of the Obligated Municipality Or any
obligated person to meet its obligations. To the extent
reasonably feasible, the comparison will also be quantitative. A
notice of the change in the accounting principles will be sent to
each then existing NRMSIR or the ASRB, and to the SID, if any.
Section 9. Additional Information. Nothing in this
Disclosure Certificate shall be deemed to prevent the Obligated
Municipality from disseminating any other information, using the
means of dissemination set forth in this Disclosure Certificate
or any other means of communication, or including any other
information in any Annual Report or notice of occurrence of a
Material Event, in addition to that which is required by this
Disclosure Certificate. if the Obligated Municipality chooses to
include any information in any Annual Report or notice of
occurrence of a Material Event in addition to that which is
specifically required by this Disclosure Certificate, the
Obligated Municipality shall have no obligation under this
Disclosure reetifieete to update such information or include it
in any future Annual Report or notice of occurrence of a Material
Event.
Section 10. Default. In the event of a failure of the
Obligated Municipality to comply with any provision of this
Disclosure Certificate any holder of the Securities may take such
actions as may be necessary and appropriate, including seeking
mandamus or specific performance by court order, to cause the
Obligated Municipality to comply with its obligations under the
Resolution and this Disclosure Certificate. A default under this
Disclosure Certificate shall not, be deemed an event of default
with respect to the Securities and the sole remedy under this
Disclosure Certificate in the event of any failure of the
Obligated Municipality to comply with this Disclosure Certificate
shall be an action to compel performance.
Section 11. Beneficiaries. This Disclosure Certificate
shall inure solely to the benefit of the Obligated Municipality,
the Participating Underwriters and beneficial owners from time to
time of the Securities, and shall create no rights in any other
person or entity.
IN WITNESS WHEREOF, I have executed this Certificate in my
official capacity effective the _ day of .
[Executive Officer]
Clerk/Secretary
[SEAL)
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Resolution #09034 March 5,2009
Moved by Capella supported by Burns the resolutions (with fiscal notes attached) on the Consent Agenda
be adopted (with accompanying reports being accepted).
AYES: Burns, Capeilo, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Hatchet
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 true
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