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HomeMy WebLinkAboutResolutions - 2009.11.12 - 9903REPORT (MISC. 109277) November 12, 2009 BY: Finance Committee, Tom Middleton, Chairperson IN RE: DEPARTMENT OF CENTRAL SERVICES AND DEPARTMENT OF FACILITIES MANAGEMENT — RESOLUTION AUTHORIZING THE OAKLAND COUNTY BUILDING AUTHORITY TO FINANCE A PROJECT TO CONSTRUCT A NEW ADMINISTRATIVE OFFICE AND TERMINAL BUILDING FOR THE OAKLAND COUNTY INTERNATIONAL AIRPORT (OCIA) LOCATED IN OAKLAND COUNTY, MICHIGAN To: The Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Finance Committee, having reviewed the above-referenced resolution, on November 5, 2009, recommends that the lease contract, Appendix I, be amended in the third WHEREAS to read as follows. WHEREAS, it is proposed that the Authority finance the total part of the cost of the Project by the Issuance of building authority bonds payable from cash rental payments to be made by the County to the Authority pursuant to this Lease and Act 31; and Chairperson, on behalf of the Finance Committee, I move acceptance of the foregoing report. FINANCE COMMITTEE Ayes: Potts, Taub, Gingell, Greimel, Douglas, Long, Middleton Nays: Zack, Coulter. Woodward Absent: Potter MISCELLANEOUS RESOLUTION 109277 November 12, 2009 BY: Planning and Budding Committee, John Scott, Chairperson IN RE: DEPARTMENT OF CENTRAL SERVICES AND DEPARTMENT OF FACILITIES MANAGEMENT - RESOLUTION AUTHORIZING THE OAKLAND COUNTY BUILDING AUTHORITY TO FINANCE A PROJECT TO CONSTRUCT A NEW ADMINISTRATIVE OFFICE AND TERMINAL BUILDING FOR THE OAKLAND COUNTY INTERNATIONAL AIRPORT (OCIA) LOCATED IN OAKLAND COUNTY, MICHIGAN TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS, there have oeen prepared and presented to the Board of Commissioners (the "Board") of the County of Oakland, Michigan (the "County'-), conceptual documents describing the project to construct a new administrative office and terminal building for the Oakland County International Airport (the 'OCIA") located in the County of Oakland (the "Project'), all as more fully described in EXHIBIT A to the Lease Contract (as hereinafter defined), and a proposed Lease Contract between the County and the Oakland County Building Authority (the "Authority") dated as of December 1, 2009 (the 'tease Contract"), pursuant to which the Authority will construct, furnish aria equip the Project as contemplated by the terms of Act No. 31. Public Acts of Michigan. 1948 (First Extra Session), as amended ("Act 31"). and lease the Project to the County for a term not to exceed 50 years as permitted by Act 31: and WHEREAS. it has been estimated that the period of usefulness of the Project to be not less than 35 years and that the total cost of constructing, furnishing and equipping the Project (as defined in the Lease Contract) in an amount not to exceed 87,100,000 of which not to exceed $5,800,000 will be provided by the proceeds from the sale of bonds by the Authority pursuant to Act 31: and WHEREAS. the County proposes to undertake the Project and to request the Authority to incur taxable or tax-exempt debt (the 'Reimbursement Obligations") to finance all or a portion of the costs of the Project; and WHEREAS, the County may make certain expenditures for said Project prior to issuance of the Reimbursement Obligations and may wish to use the proceeds of the Reimbursement Obligations to reimburse all or a portion of said expenditures; and WHEREAS, it is in the public interest and for the public benefit that the County designate an authorized officer for the purposes of declaring official intent of the County with respect to expenditures; and WHEREAS, tnere has been prepared and attached hereto as APPENDIX I a form of Lease Contract and as APPENDIX II a form of notice entitled 'NOTICE OF INTENTION OF THE COUNTY OF OAKLAND TO ENTER INTO A LEASE CONTRACT WITH THE OAKLAND COUNTY BUILDING AUTHORITY AND NOTICE OF RIGHT TO PETITION FOR REFERENDUM THEREON" (the "Notice of Intention"). NOW, THEREFORE. BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF OAKLAND, MICHIGAN, as follows: 1. The conceptual documents and estimates relating to the Project and identified in EXHIBIT A to APPENDIX I hereto are hereby approved and ordered filed with the County Clerk. 2. The Lease Contract in the form of APPENDIX I hereto is hereby approved, and the Chairman of the Board of Commissioners and the County Clerk are hereby authorized and directed to execute and aeliver the same for and on beha:f of the County. Final plans and project description shall be approved by the Planning and Building Committee of the Board of Commissioners before they are attached to the Lease Contract to be executed. 3. It is hereby determined that the Notice of Intention provides information sufficient to adequately inform the electors and taxpayers of the County of the nature of the contractual obligations to be undertaken by the County in the Lease Contract and of their right under Act 31 to The a petition requesting a referendum election on the Lease Contract. PLANNING & BUILDING COMMITTEE VOTE: Main motion carried unanimously on a roll call vote. Motion to directly refer this resolution to the Finance Committee carried on a voice vote. 4. The form and content of the Notice of Intention are hereby approved, and the County Clerk Is hereby authorized and directed to cause the Notice of Intention to be published once in the Oakland Press. Pontiac. Michigan, a newspaper of general circulation within the County which is hereby determined to be the newspaper reaching the largest number of electors and taxpayers of the County. The Notice shall be at least one third of a page in s ze. 5. The Treasurer of the County is hereby authorized to declare official intent of the County with respect to reimbursement. 6. Each declaration of official intent shall be substantially in the form set forth in APPENDIX III attached hereto and by this reference incorporated herein, and said form may be modified from time to time on the advice of bond counsel to the County and as necessary to conform to requirements of our reimbursement regulations as the same may be adopted by the Internal Revenue Service or amended from time to time, or with the requirements of applicable rulings or regulations relating to tax-exempt borrowings. 7. The Treasurer is hereby directed to file each declaration of official intent in the office of the Oakland County Clerk. which location constitutes the customary location of the records of the Authority which are available to the general public. 8. The Oakland County Clerk is further directed to assure that each declaration of intent is continuously available during normal business hours of the County on every business day of the period beginning the earlier of 10 days after the date of execution of said declaration of intent and ending on the date of issuance of the Reimbursement Bonds, 9. 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. 10. All activities involved in the planning and construction of this Project 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 to fill in the blanks in Exhibit B to Lease Contract ; and Appendix III - Declaration of Intent prior to executing and filing these documents with the Oakland County Clerk. Chairperson, on oehalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDtfqG COMMITTEE 2 APPENDIX I LEASE CONTRACT THIS F= FAITH AND CREDIT OENERAL OBLIGAT7ON LEASE CONTRACT ("Lease") mace as of December 1, 2309, by and between the OAKLAND COUNTY BUILD:NG AUTHORITY the "Authority"), a building authority organized and existing under and pursuant to the provisions of Act No. 31, Public Acts of Michigan, 1949 (First Extra Session), as amended ("Act 21"), and the COUNTY OF OAKLAND, a County of the State of nchigan the "County", E : WHEREAS, the Authority has been incorporated by the County pursuant to Act 21 for the purpose of acquiring, furnishing, eeiuipping, cwnin2, improving, enlarging, operating and maintaining a building or buildings, automobile parking lots or structures, recrea'...ional facilities and stadiums, and the necessary site or sites therefor, for the use of the County; and WHEREAS, The County desires to undertake a project to construct a new administrative office and terminal building for the Oakland County international Airport (the 'OC:A") located in the County of Oakland, as more fully described in EXHIBIT A to this Lease (the "Project", and it is proposed that the Authority undertake the Project; and WHEREAS, it is proposed that the Authority finance part of the cost of the Proect by the issuance of building authority bonds payable from cash rental payments to be made by the County to the Authority pursuant to this Lease and Act 31; and WHEREAS, a description of the Project, and estimate of the period of usefulness thereof and an estimate of the total cost of the Project, all as set forth on EXHIBIT A to this Lease, have been reviewed and approved by the Board of Commissioners of the County; and WHEREAS, in orde.t. to make possible the issuance of building authority bonds to finance a portion of the total cost of the Project, it is necessary under Act 31 for the parties to enter into this Lease; MEREFORE, IN CONSIDERATICN OF THE MUTUAL UNCERTATKINOS AND ACRE NS SET FORTH 'E,ELOW, IS HEREBY AGREED BY AND BETWEEN THE PARTIES TO TH:S LEASE AS FOLLOWS: T. Authorization and issuance of Bonds. As soon as practicable after the effective date of this Lease, the Authority shall proceed to authorize and issue one or more series of its building authority bonds in the aggregate principal amount of not to exceed $5,800,000 (the "Bonds"), pursuant to and in accordance with provisions of Act 31, for the purpose of constructing, furnishing and equipping the Project. The Authority shall pledge for the payment of the principal of and interest on the Bonds the receipts frcm the cash rental payments described and required to be paid by the County pursuant to this Lease. The Bonds of any series shall be dated January 1, 2010 or the first day of any later month in 2010 and the final maturity may be at any time up to and including December 1, 2035 as the Authority shall approve in the resolution authorizing issuance of the Bonds (the "Bond Resolution"). The Bonds shall bear interest at a rate or rates that will result in a net interest cost not exceeding 8% per annum. Interest shall be payable semi-annually and shall begin as specified in the Bond Resolution until maturity of the bonds and shall mature in accordance with the Debt Retirement Schedule set forth on EXHIBIT B to this Lease. Each date on which any payment of principal of and/or interest on any bond is due is referred to herein as a "Bond Payment Date." The Bonds may be payable on the first day of a different month, if necessary, to match rental income paid to the County. 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 Bonds and upon assumed Bond Payment Dates, all as set forth in EXHIBIT B, (b) the Bond Payment Dates will be specified in the Bond Resolution, (c) the date and amount of each payment of cash rental required under this Lease will be determined (subject to the limitations expressed in the preceding paragraph of this Section) when the Bond Resolution is adopted by the Authority and the Bonds are sold, by applicatieln of the rate or rates of interest (that will result in a net interest cost not exceeding 8% per annum) actually borne by the Bonds. The Bonds may be sold subject to redemption prior to maturity at the option of the Authority with such redemption premiums and upon such terms as shall be set forth in the Bond Resolution. :Jpon receipt of the proceeds of the sale of the Bonds, all premium, capitalized interest, if any, and accrued interest received from the purchaser or purchasers of the Bonds shall be LLausfeLLed to a bond and interest redemption fund, and the balance of such proceeds shall be deposited into a constructon fund, each of which shall be established by the Bond Resolution and maintained as a separate depository account of the Authority. The money in the crol9truction fund shall be used to pay costs of the Project, and upon payment of all such costs, any excess money in the construction fund will be used as provided in Section 4. In the event that for any reason after the date upon which this Lease is executed, but before the Bonds have been issued, it appears to the County and the Authority that the part of the Project to be paid by bond proceeds can be equipped for less than 2 $5,800,000, or the County shall be able to make payment in advance on the cash rental payments payable pursuant to this Lease, the Authority may reduce the amount of bonds to be issued in multiples of $5,000 and reduce the annual maturities or the years of maturities. 7 . Transfer of Title to and Completion of Project. As soon as practicable after the Bonds have been sold, the County shall transfer title to the Project to the Authority, and the Authority shall commence the Project. The plans, cost estimate and estimated period of usefulness for the Project, all of which have been filed with the County Clerk and the Secretary of the Authority, are hereby approved and adopted. The Project shall be implemented in suhstan-lal accordance with such plans which are incorporated as part of (but not attached to) this Lease. No major changes in such plans shall be made without the written approval first by the County and then by the Authority. 3. Increased Project Costs. In the event that it shall appear, upon determining the costs for the construction of the Project and after issuance of the Bonds, that the Project cannot be completed at the estimated cost, the Authority shall immediately so notify the County. The County may elect to pay the increased cost in cash to the Authority in which event the amount of such cash payment shall be deposited in the construction fond for the Project and the Authority shall proceed to construct and complete the Project. In the alternative, the County and the Authority may agree, by an amendment to this Lease, that additional bonds shall be issued by the Authority in an amount sufficient to pay the increased Project costs. If, after the sale and issuance of the Bonds, it shall become necessary to raise additional funds to pay for an increase in the Project costs and this Lease cannot be amended to provide for the issuance of additional bonds, or if for any other reason additional bonds cannot be issued, the County shall pay to the Authority in cash an amount which will be sufficient to enable the Authority to complete the Project in accordance with the plans of the Project. 4. Funds Remaining After Completion. Any unexpended balance of the proceeds of the sale of the Bonds remaining after completion of the Project may be used to improve or enlarge the Project upcn the approval of thu Planning and Building Committee of the Board of Commissioners provided that such use of the funds in the construction fund has been approved by the Municipal Finance Division of the Michigan Department of Treasury, if necessary, and the County. Any unexpended balance not so used shall be paid into the bond and interest redemption fund, and the County shall receive a credit against the cash rental payments next due under this Lease to the extent of the moneys so deposited in the manner provided in the Bond Resolution. 5. Insurance Requirpmpnts The Authority shall requj,re any contractor or contractors for the Project to furnish all 3 necessary bonds guaranteeing performance and all labor and material bonds and all owner's protective, workers' compensation and liability insurance required for the protection of the Authority and the County. Such bonds and insurance, and the amounts thereof, shall be subject to approval of the County on the advice of its counsel. The Authority also shall require a sufficient fidelity bond from any person handling funds of the Authority. 6. Lease Term; Possession; Reconveyance. (a) The Authority does hereby lease the Project to the County for a term commencing on the effective date of this Lease (determined as provided in Section 22) and ending on December 31, 2035, or such earlier or later date as the principal of and premium, if any, and interest on the Bonds, the fees and expenses of the paying agent for the Bonds and all amounts owing hereunder have been paid in full, but in any event the term of this Lease shall not exceed 50 years. Possession of the Project shall vest in the County upon the execution of the Lease. At the end of the term of this Lease, the Authority shall convey to the County all of its right, title and interest in and to the Project and any lands, easements or rights-of-way appertaining thereto, and upon such conveyance, this Lease shall terminate, and the Authority shall have no further interest in, or obligations with respect to, the Project. (b) The County shall, upon the terms and conditions set forth in this Lease, acquire and convey to the Authority all lands, buildings, tenements, hereditaments, easements and rights- of-way necessary to enable the Authority to complete the Project in accordance with the plans. 7. Cash Rental; Pledge of Full Faith and Credit. The County hereby agrees to pay to the Authority as cash rental for the Project such periodic amounts as shall be sufficient to enable the Authority to pay the principal of and interest on the Bonds as such principal and interest shall become due, whether at maturity or by redemption. For so long as any bonds are outstanding, the County shall pay to the Authority, on the Bond Payment Date, an amount sufficient to pay the principal and/or interest due on the Bonds on such Bond Payment Date. The County hereby pledges its full faith and credit for the payment of the cash rental when due and agrees that it will levy each year such ad valorem taxes as shall be necessary for the payment of such cash rental, which taxes, however, will be subject to applicable constitutional and statutory limitations on the taxing power of the County, and which shall not be n an amount or at a rate exceeding that necessary to pay its contractual obligation pursuant to this Lease. If the County, at the time prescribed by law for the making of its annual tax levy, shall have other funds on hand which have been set aside and earmarked for payment of its obligations under this Lease for which a tax levy would otherwise have to be made, then the tax levy shall be reduced by the amount of such other funds. Such 4 other funds may be raised from any lawful source. The obligation of the County to make such cash rental payments shall not be subject to any set-off by the County nor shall there be any abatement of the cash rental payments for any cause, including, but nut limited to, casualty that results in the Project being untenantable. S. Expenses of Issuing and Payment of Bonds. The Authority shall pay from the proceeds of the sale of any series of the Bonds all expenses incurred with respect to the issuance of the Bonds. The County agrees to pay to the Authority, in addition to the cash rental provided for in Section 7, all expenses incurred with respect to the issuance and payment of the Bonds, to the extent not so paid from the proceeds from the sale of the Bonds. The obligation of the County to make such payments shall be a general obligation of the County. 9. Preliminary Expenses of the County. Upon the sale of the Bonds, the County shall give the Authority a full and complete accounting of the preliminary costs and expenses incurred on or before that date by the County in connection with the Project, and the Authority shall thereupon reimburse the County for such costs and expenses to the extent that such costs and expenses were included in the portion of the total cost of the Project to be paid from bond proceeds. 10. Maintenance and Repairs. The County shall, at its own expense, operate and maintain the Project and shall keep the same in good condition and repair. Operation and maintenance shall include but not be limited to) the providing of all personnel, equipment and facilities, all light, power, heat, water, sewerage, drainage and other utilities, and all properties and services of whatever nature, as shall be necessary or expedient in the efficient and lawful operation and maintenance of the Project. Premiums for insurance required to be carried upon or with respect to the Project or the use thereof and taxes levied upon either party hereto on account of the ownership or use of the Project, or on account of rentals or income from the Project, shall likewise be deemed operation and maintenance expenses. The obligation of the County to pay all costs and expenses of the operation and maintenance of the Project shall be a general obligation of the County. 11. Property Insurance and Insurance Proceeds. The County shall provide, at its own expense, fire and extended coverage insurance in an amount which is at least equal to the amount of bonds outstanding from time to time or to the amount of the full replacement cost of the Project if that amount be less than the amount of bonds outstanding. Such insurance shall be payable to the County and the Authority as their interests may appear and shall be made effective from the date of commencing acquisition of the Project. In the event of the partial or total destruction of tfte Project during or after acquisition and construction, or if the Project is for any reason made unusable, the cash rental 5 payments provided in Section 7 shall continue unabated. The County shall have the option to use the proceeds of insurance, in the event of loss or damage to the Project, for the repair or restoration of the Project. If the County shall determine not to use the proceeds of insurance for the repair or restoration of the Project, the amount of such insurance proceeds shall be held by the County until it is paid to the Authority and deposited in the bond and interest redemption fund (as required by Paragraph 1), and the County shall receive appropriate credits on future cash rental payments due under this Lease. 12. Liability Insurance. The County shall provide and maintain during the term of this Lease adequate liability insurance or self insurance protecting the County and the Authority against loss on account of damage or injury to persons or property, imposed by reason of the ownership, possession, use, operation, 14LaiiiLe1a11ee or repair of the Project and the site of the Project, or resulting from any acts of omission or commission on the part of the County or the Authority or their respective officers, employees or agents in the connection with the Project and shall, to the extent permitted by law, indemnify, hold harmless and defend the Authority, its officers, employees or agents against any and all claims for any such damage or injury. Such insurance shall be made effective from the date acquisition of the Project commences. 13. No Unlawful Use Permitted. The Project shall not be used or permitted to be used in any unlawful manner or in any manner which would violate the provisions of any contract or agreement between the County or the Authority and any third party. To the extent permitted by law, the County shall hold the Authority harmless and keep it fully indemnified at all times against any loss, injury or liability to any persons or property by reason of the use, misuse or non-use of the Project or from any act or omission in, on or about the Project. The County shall, at its own expense, make any changes or alterations in, on or about the Project which may be required by any applicable statute, charter, ordinance or governmental regulation or order and shall save the Authority harmless and free from all costs or damages with respect thereto. 14. Alterations of Project. The County, in its sole discretion, may install or construct in or upon, or may remove from the Project, any equipment, fixtures or structures, and may make any alterations to or structural changes in, the Project as the County may desire in accordance with the standing rules of the Board of Commissioners. 15. Right of Inspection. The Authority, through its officers, employees, or agents, may enter upon the Project at any reasonable time during the term of this Lease for the purpose of inspecting the Project and determining whether the County is complying with the covenants, agreements, terms and ccnditfons of this Lease. 6 16. Contractual Rights of Bondholders. Inasmuch as this Lease, and particularly the obligation of the County to make cash rental payments to the Authority, provides the security for payment of the principal of and interest on the Bonds, it is hereby declared that this Lease is made for the benefit of the holders from time to time of the Bonds as well as for the benefit of the parties and that such holders shall have contractual rights under this Lease. In the event of any default under this Lease on the part of the County, the Authority and the holders of the Bonds shall have all rights and remedies provided by law, including in particular all rights and remedies provided by Act 31. The parties further agree that they will not do, or permit to be done, any act, and that this Lease will not be amended in any manner, which would impair the security of the Bends or the rights of the holders of the Bonds. An amendment of this Lease to authorize the issuance of additional bonds and providing the payment of additional cash rentals for the payment of such bonds shall not be deemed to impair the security of the Bonds or the rights of the holders of the Bonds. 17. Appurtenant Facilities. The site on which this Project is to be located includes, or will include, roadways, walks, drives, parking areas and landscaping which are of benefit to and necessary to the full use and enjoyment of the Project, and it is hereby agreed that so long as any bonds remain outstanding and unpaid, such appurtenant facilities will be maintained in good repair and condition by the County or by its lessees and available to the users and occupants of the Project. 18. Successors and Assigns. This Lease shall inure to the benefit of, and be binding upon, the respective parties hereto and their successors and assigns, provided, however, that no assignment shall be made in violation of the terms of this Lease nor shall any assignment be made which would impair the security of the Bonds or the rights of the holders of the Bonds. 19. Abandonment of Project. In the event the Bonds to finance the Project cannot be or are not issued by the Authority on or before December 31, 2011, the Project shall be abandoned, the County shall pay from available funds all expenses of the Authority incurred to the date of abandonment, and neither party shall have any further obligations under this Lease. 20. Consents, Notices, Etc. The right to give any consent, agreement or notice required or permitted in this Lease shall be vested, in the case of the County, in its Board of Commissioners, and in the case of the Authority, in its Commission. Any notice required or permitted to be given under this Lease shall be given by delivering the same, in the case of the County, to the County Clerk, and in the case of the Authority, to any member of its Commission. 7 21. Changes in Law or Corporate Status. In the event there shall occur changes in the Constitution or statutes of the State of Michigan which shall affect the organization, territory, powers or corporate status of the County, the terms and provisions of this Lease shall be unaffected thereby insofar as the obligation of the County to make the cash rental payments is concerned. The proceeds of any sale or other liquidation of any interest of the County or the Authority in the Project are hereby impressed with a first and prior lien for payment of any outstanding bonds or ether obligations of the Authority incurred by reason of the Project or any additions or improvements thereto. 22. Effective Date of Lease. This Lease shall become effective on the 61st day after publication of a Notice of Intention in the Oakland Press, a newspaper published in Pontiac, Michigan, as required by Act 31, provided that if a petition for a referendum is filed as provided in (and meeting all requirements of) Section 8b of Act 31, then this Lease shall not become effective unless and until approved by a majority of the electors of the County voting thereon at a general or special election. 23. Undertaking to Provide Continuing Disclosure. The County and the Authority hereby covenant and agree, for the benefit of the beneficial owners of the Bonds, to enter into a written undertaking (the "Undertaking") required by SEC Rule 15c2-12 promulgatpd 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 to the official statement for the Bonds. This Undertaking shall be enforceable by the beneficial owners of the Bonds or by the Purchaser(s) on behalf of such beneficial owners (provided that the Purchaser(s) right to enforce the provisions of this Undertaking shall be limited to a rignt to obtain specific enforcement of the obligatiens hereunder and any failure by the County and the Authority to comply with the provision of this Undertaking shall not be an event of default with respect to the Bonds). The County Treasurer and the chairperson or Treasurer of the Authority, or other officer of the County or Authority charged with the responsibility for issuing the 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 Lease to be signed by their duly authorized officers, and their seals to be affixed hereto, all as of the day and year first above written. 8 WITNESSES TO SIGNATURES OAKLAND COUNTY BUILDING AUTHORITY OF AUTHORITY OFFICERS: By: Chairperson of its Commis sion By: Secretary of its Commission WITNESSES TO SIGNATURES COUNTY OF OAKLAND OF COUNTY OFFICERS: By: Chairperson, Board of Comrissioners By: County Clerk las.ri-oak213 9 STATE OF MICHIGAN) )ss. COUNTY OE 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 Conunission of the OAKLAND COUNTY BUILDING AUTHORITY and that the foregoing Lease Contract was signed and sealed by them on behalf of the Authority by authority of its Commission, and that such persons acknowledged such instrument to be the free act and deed cf the Authority. Notary Public, Oakland County, Michigan My Commission Expires: (Seal) STATE OF MICHIGAN) 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 Chairman of the Board of Commissioners and the County Clerk of the COUNTY OF OAKLAND and that the foregoing Lease Contract was signed and sealed by them on behalf of the County by authority of its Board of Commissioners, and that such persons acknowledged such instrument to be the free act and deed of the County. Notary Public, Oakland County, Michigan My Commission Expires: (Seal) Instrument Drafted By: John R. Axe Axe & Ecklund, P.C. 21 Kercheval, Suite 360 Grosse Pointe Farms, Michigan 48236 35 las.rl-cak213 10 EXHIBIT A to LEASE CONTRACT Project Description: OCIA Terminal Building/Project Description This project will construct a new administrative office and terminal building of approximately 18,000 square feet on the site of tne existing 50 year old building. The building will house the Airport administrative and the Customs and Boarder Protection (CB?) functions for the airport. The new building will be the County's first LEED Certified project and will showcase local and Michigan emerging energy technologies. The new building will serve as the County's gateway from the air. Design provisions in the new building include a small conference center that can be used by Oakland County Economic Development as a first stop introduction to the County when potential businesses arrive by air to consider Oakland County as a corporate location. The address of the project is: 6500 Highland Road, Waterford, Michigan 48327 Preliminary Project Cost Estimate: Construction Costs, Financing Costs (including bond discount) $7,100,00G Less Amounts Contributed from the Airport Fund and/or from Grants 1,300,000 Total Bond Issue Size (not to exceed) $5,800,000 Period of Usefulness Not less than 35 years las.rl-oak213 EXHIBIT B to LEASE CONTRACT OAKLAND BUILDING AUTHORITY PROJECT SCHEDULE OF PRINCIPAL AND INTEREST DOE AMOUNT TOTAL APPENDIX II NOTICE OF INTENTION OF THE COUNTY OF OAKLAND TO ENTER INTO A LEASE CONTRACT WITH THE OAKLAND COUNTY BUILDING AUTHORITY AND NOTICE OF RIGHT TO PETITION FOR REFERENDUM THEREON TO ALL ELECTORS AND TAXPAYERS OF THE COUNTY OF 0A-:cLAND: NOTICE IS HEREBY GIVEN that the Board of Commissioners of the County of Oakland, Michigan (the "County"), has authorized the execution of a full faith and credit general obligation lease contract (the "Lease") between the County and the Oakland County Building Authority (the "Authority"). The Lease provides, among other things, for the following purposes: See Exhibit A to be located at: See Exhibit A (the "Project"). The Lease provides further that the Authority will finance all or a portion of the total cost of the Project by the issuance of one or more series of building authority bonds (the "Bonds") pursuant to the provisions of Act No. 31, Public Acts of Michigan, 1948 (First Extra Session), as amended ("Act 31"), in anticipation of the receipt of cash rental payments to be made by the County to the Authority pursuant to the Lease. The maximum amount of bonds to be issued in one or more series shall not exceed $5,800,000, the term of the Lease shall not exceed 35 years and the Bonds shall bear interest at a rate or rates that will result in a net interest cost of not more than 8% per annum. FULL FAITH AND CREDIT AND TAXING POWER OF THE COUNTY OF OAKLAND WILL BE PLEDGED NOTICE IS FURTHER GIVEN that in the Lease the County will obligate itself to make cash rental payments to the Authority in amounts sufficient to pay the principal of and interest on the Bonds. The full faith and credit of the County will be pledged for the making of such cash rental payments. Pursuant to such pledge of its full faith and credit, the County will be obligated to levy such ad valorem taxes upon all taxable property in the County as shall be necessary to make such cash rental payments, which taxes, however, will be subject to applicable statutory and constitutional limitations on the taxing power of the County. In addition to its obligation to make cash rental payments, the County will agree in the Lease to pay all costs and expenses of operation and maintenance of the Project and all expenses of the Authority incidental to the issuance and payment of the Bonds, to the extent such expenses are not payable from the proceeds of the Bonds. RIGHT TO PETITION FOR REFERENDUM NOTICE IS FURTHER GIVEN to the electors and taxpayers of the County to inform them of the right to petition for a referendum on the question of entering into the Lease. The County intends 1 to enter into the Lease wthout a vote of the electors thereon, but the Lease shall not become effective until 60 days after publication of this notice. If, within 45-days after publication of this notice, a petition for referendum requesting an election on the Lease, signed by not less than 10% or 15,000 of the registered electors of the County, whichever is less, has been filed with the County Clerk, the Lease shall not become effective unless and until approved by a majority of the electors of the County voting thereon at a general or special election. This notice is given by order of the Board of Commissioners pursuant to Act 31. Further information may be obtained at the office of the Oakland County Clerk, County Service Center, 1200 N. Telegraph Rd., Pontiac, Michigan 48341. EXHIBIT A PROJECT DESCRIPTION Project Description: OCIA Terminal Building/Project Description This project will construct a new admlniqtrative office and terminal building of apprnximAtely 18,000 square feet on the site of the existing 50 year old building. The building will house the Airport administrative and the Customs and Boarder Protection (CBP) functions for the airport. The new building will be the County's first LEED Certified project and will showcase local and Michigan emerging energy technologies. The new building will serve as the County's gateway from the air. Design provisions in the new building include a small conference center that can be used by Oakland County Economic Development as a first stop introduction to the County when potential busines5es arrive by air to consider Oakland County as a corporate location. The address of the project is: 6500 Highland Road, Waterford, Michigan 48327 2 1,300,000 $5,800,000 Preliminary Project Cost Estimate: Construction Costs, Financing Costs (including bond discount) Less Amounts Contributed from the Airport Fund and/or from Grants Total Bond issue Size (not to exceed) Period of Usefulness Not less than 35 years Ruth A. Johnson Oakland County Clerk DATED: Date of Publication] las.ri-oak213 $7,100,000 3 APPENDIX III FORM OF DECLARATION OF OFFICIAL INTENT I, the undersigned of the County of Oakland, Michigan, do hereby certify as follows: 1. I am an officer of the County authorized to declare official intent of the County to reimburse expenditures made, prior to the issuance of debt, from the proceeds of said debt. 2. This Declaration relates to the following expenditures (the "Expenditures "): Amount General Purpose 3. The Expenditures are with respect to property (the "Property ") having: (A) the following general character, type or purpose: (B) the following size, quantity or cost: and (C) a reasonably expected economic life at least one (1) year. 4. X understand that a substantial deviation between the above description of the Property for which the Expenditures are being made and the actual Property which is acquired or construc.tRd will invalidate this declaration of official intent with the result that any proceeds of tax -exempt debt which are used to reimburse for the Expenditures will not be deemed to have been expended upon such reimbursement. 5. The County intends to reimburse the Expenditures by incurring taxable or tax -exempt debt (the "Reimbursement Obligations "). 6. The expected source of funds that will be used to pay the Expenditures is as follows: issuance of up to $ of Building Authority Bonds by the Oakland County Buildj.ng Authority. 7. The expected source of funds to be used to pay debt service on the Reimbursement Obligation is as follows: payment made by the Oakland County through the Oakland County General Fund. 8. This declaration of intent is consistent with the budgetary and financial circumstances of the County as of the date hereof in that there are no funds which are now or are reasonably expected to be, (A) allocated on a long-term basis, (B) reserved or (C) otherwise available pursuant to the County's budget, to pay the Expenditure. 9. The County does not have a pattern of failure to reimburse expenditures for which official intent has been declared in that at least seventy-five percent (75%) of all expenditures made after , for which the County has declared an intent to reimburse from the proceeds of taxable or tax-exempt debt have been, or are expected to be, so reimbursed. 10. 1 acknowledge that in the event that the Ccunty fails to use the proceeds of Reimbursement Obligations issued within three (3) years of the date hereof to reimburse expeadit_ures the same may adversely affect the ability of the County to use the proceeds of tax-exempt obligations in the future to reimburse for expenditures made prior to the issuance of such obligations. 11. I further acknowledge that unless the Expenditures constitute preliminary expenditures (in the nature of architect services and soil testing but excluding land acquisition) for the Property not in excess of ten percent (10%) of the expected cost of the project at which the Property constitutes a part, the Expenditures will be paid within not in excess of two (2) years following the date hereof or, as an alternative, this declaration of intent will be renewed. 12. I further acknowledge that it is expected that the proceeds of Reimbursement Obligations will be used for reimbursement of each Expenditure not later than (A) the date that is one (1) year after the date on which such Expenditure is paid or (B) the date that is one (1) year after the date on which the Property is placed in service. 13. : further acknowledge that I will assure that the allocation referenced in item 12 (A) will be evidenced by an entry on the records of the County maintained with respect to the Reimbursement Obligations, (B) will cpei -airAlly identify the Expenditure being reimbursed, and C) on the advice of the appropriate counsel will be sufficient to relieve the allocated proceeds of the Reimbursement Obligations covered by such entry from any restrictions under the relevant legal documents and applicable state law that apply only to unspent proceeds of Reimbursement Obligations. 2 14. I fureher acknowledge that I will assure that except as referenced in item 15 the proceeds of the Reimbursement Obligations that are used to reimburse the Expenditures will not be used, directly or indirectly, (A) to pay debt service on an issue of tax-exempt obligations, (B) to create or increase the baianee in a sinking fund established fcr the payment of debt service on the Reimbursement Obligations or another issue of tax- exempt obligations of the County or to replace funds that have been, are being, or will be so used for reserve or replacement fund purpose, or (D) to reimburse any expenditures or any payment with respect to financing of an expenditure that was originaJly paid with proceeds of any tax-exempt obligations of the County to any person or entity other than the County. 15. I understand that item 14 does not prohibit the use of those proceeds of the Reimbursement Obligations that are used to reimburse the Expenditures for (A) deposit in a bona fide debt service fund (that is, a fund established to pay debt service on any tax-exempt obligation of the County, other than the Reimbursement Obligation, which is depleted annually except for a reasonable carry over amount not in excess of one (1) year's interest earnings on said fund or one-twelfth (1/12th) of annual debt service), (B) to pay current debt service coming due within the next succeeding one-year period on any tax-exempt obligation of the County, other than the Reimbursement Obligations, or (C) to reimburse for expenditures originally made from the proceeds of a tax-exempt obligation of the County which were not reasonably expected by the County, on the date of issue of such obligation, to be used for such expenditure. IN WITNESS WHEREOF, the undersigned has executed this declaration of official intent this day of County las.rl-oak213 3 FISCAL NOTE (MISC. #09277) November 12, 2009 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: DEPARTMENT OF CENTRAL SERVICES AND DEPARTMENT OF FACILITIES MANAGEMENT - RESOLUTION AUTHORIZING THE OAKLAND COUNTY BUILDING AUTHORITY TO FINANCE A PROJECT TO CONSTRUCT A NEW ADMINISTRATIVE OFFICE AND TERMINAL BUILDING FOR THE OAKLAND COUNTY INTERNATIONAL AIRPORT (OCIA) LOCATED IN OAKLAND COUNTY, MICHIGAN TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The resolution authorizes the Oakland County Building Authority to issue Building Authority Bonds in the aggregate principal amount not to exceed $5,800,000 for the purpose of constructing a new administrative office and terminal building. 2. The statutory limit for County debt is $6,785.898,615 (10% of current State Equalized Value). As of September 30, 2009 the total outstanding County pledged credit is $315,325,399, or approximately .46% of the S.E.V. 3. The Building Authority bonds shall bear interest at a rate or rates that will result in a net interest cost not exceeding 8% per annum. 4. Funding for the principal and interest payments by the County will be provided by the Oakland County International Airport Fund. No General Fund appropriation is recommended. FIN_AKE COIV1MiTTEE FINANCE COMMITTEE Ayes: Potts, Taub, Gingell, Greimel, Douglas, Long Nays: Zack. Coulter, Woodward Absent: Potter UWE ;nu • L. Resolution #09277 November 12, 2009 Moved by Scott supported by Runestad the resolution (with fiscal note attached) be adopted. Moved by Scott supported by Runestad the Finance Committee Report be accepted. A sufficient majority having voted in favor, the report was accepted. Moved by Scott supported by Runestad the resolution be amended to coincide with the recommendation in the Finance Committee Report. A sufficient majority having voted in favor, the amendment carried. Discussion followed. Vote on resolution, as amended: AYES: Hatchett, Jackson, Jacobsen, Long, Middleton, Nash, Potter, Potts, Runestad, Schwartz, Scott, Taub, Bullard, Burns, CapeIlo, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel. (21) NAYS: McGillivray, Woodward, Zack. (3) A sufficient majority having voted in favor, the resolution (with fiscal note attached), as amended, was adopted. APPROVEIHE FOREGOING RESOLUTION STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on November 12, 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 12th day of November, 2009. Gat Ruth Johnson, County Clerk