To: Martin L. Cousineau, Finance Committee Chairperson
From: Jeff Wright, Drain Commissioner, Genesee County Water & Waste Services
title
RE: Bond Ordinance
recommendation
BOARD ACTION REQUESTED:
Pass Bond Ordinance
BACKGROUND:
Public Acts 342 permits counties to pledge full faith and credit backing for county improvements.
DISCUSSION:
Genesee County Drain Commissioner’s Office - Division of Water and Waste Services has identified $35 million of capital improvements required for our facilities and infrastructure over the next five (5) years. At this time, we are requesting authorization to sell revenue bonds with LTGOB for the ARTP service area. The current rates are sufficient to cover the annual payment of the bond. The communities in the ARTP service area include all communities north and including Grand Blanc Township.
IMPACT ON HUMAN RESOURCES:
None.
IMPACT ON BUDGET:
General Funds - None.
IMPACT ON FACILITIES:
None.
IMPACT ON TECHNOLOGY:
None.
CONFORMITY TO COUNTY PRIORITIES:
Conformance with GCDC-WWS Master Plan.
ORDINANCE NO. 2025-_____
AN ORDINANCE TO PROVIDE FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF ADDITIONS AND IMPROVEMENTS TO THE SEWAGE DISPOSAL SYSTEM (INTERCEPTORS AND TREATMENT FACILITIES) OF THE COUNTY OF GENESEE, MICHIGAN; TO PROVIDE FOR THE ISSUANCE AND SALE OF REVENUE BONDS OF EQUAL STANDING WITH REVENUE BONDS OF THE SYSTEM NOW OUTSTANDING TO PAY THE COST THEREOF; TO PRESCRIBE THE FORM OF THE REVENUE BONDS; TO PROVIDE FOR THE RETIREMENT AND SECURITY OF THE REVENUE BONDS HEREIN AUTHORIZED; AND TO PROVIDE FOR OTHER MATTERS RELATIVE TO THE SYSTEM AND THE REVENUE BONDS.
WHEREAS, the County of Genesee, State of Michigan (the “County”), has previously issued the Outstanding Bonds (as hereinafter defined) to defray the cost of certain improvements and extensions to the Genesee County Sewage Disposal System (Interceptors and Treatment Facilities) (the “System”); and
WHEREAS, the County has determined that it is necessary to acquire and construct certain improvements to the System, as more particularly described in this Ordinance (the “Project”); and
WHEREAS, the estimated cost of acquiring and constructing the current phase of the Project, including contingencies, legal and financing expenses, as determined by the County Agency’s engineers, is not less than Thirty-Five Million Dollars ($35,000,000); and
WHEREAS, the Master Bond Resolution (as hereinafter defined) authorizes the issuance of Additional Bonds for the purpose of, among other things, the acquisition and construction of extensions, enlargements, additions and improvements to the System, upon the conditions set forth in the Master Bond Resolution; and
WHEREAS, to pay the cost of the current phase of the Project, including contingencies, legal and financing expenses, the County has determined that it is necessary to issue Additional Bonds therefor, in one or more series, in the aggregate principal amount of not to exceed Thirty-Five Million Dollars ($35,000,000); and
WHEREAS, a portion of the Project may qualify for the Clean Water State Revolving Fund financing program being administered by the Michigan Department of Environment, Great Lakes, and Energy, and the Michigan Finance Authority; and
WHEREAS, all things necessary to the authorization and issuance of Additional Bonds under the laws of the State of Michigan and the Master Bond Resolution have been done or will be completed prior to the issuance of the Additional Bonds, and the Board of Commissioners of the County is now empowered and desires to authorize the issuance of said Additional Bonds.
THE COUNTY OF GENESEE ORDAINS:
Section 1. Definitions. Capitalized terms used in this Ordinance (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Master Bond Resolution. In addition to the terms defined in the Master Bond Resolution, the following terms as used in this Ordinance shall have the following meanings:
“Act 94” means Act 94, Public Acts of Michigan, 1933, as amended.
“Act 342” means Act 342, Public Acts of Michigan, 1939, as amended.
“Authority” means the Michigan Finance Authority.
“Code” means the Internal Revenue Code of 1986, as amended, and the rulings and regulations (including temporary and proposed) promulgated thereunder.
“County” means the County of Genesee, State of Michigan.
“County Agency” means the Genesee County Drain Commissioner, as the designated “county agency” pursuant to Act 342.
“EGLE” means the Michigan Department of Environment, Great Lakes, and Energy, or its successor.
“Master Bond Resolution” means Resolution No. 00-88 of the County adopted on March 14, 2000, as amended by Resolution No. 00-176 of the County adopted on May 9, 2000, Ordinance No. 02-04 of the County adopted on April 9, 2002 and Resolution No. 2020-35 of the County adopted on January 22, 2020.
“Outstanding Bonds” means, collectively, the Series 2005A Bonds, the Series 2005B Bonds, the Series 2006A Bonds, the Series 2006B Bonds, the Series 2006C Bonds, the Series 2007A Bonds, the Series 2010A Bonds, the Series 2011A Bonds, the Series 2017 Bonds, the Series 2020A Bonds, the Series 2022 Bonds, the Series 2022B Bonds and the Series 2024 Bonds.
“Outstanding Ordinances” means, collectively, (i) the Master Bond Resolution, (ii) Ordinance No. 02-02, adopted February 5, 2002, (iii) Ordinance No. 03-04, adopted June 10, 2003, (iv) Ordinance No. 05-02, adopted May 24, 2005, (v) Ordinance No. 06-07, adopted November 21, 2006, (vi) Ordinance No. 07-03, adopted August 7, 2007, (vii) Ordinance No. 08-04, adopted December 16, 2008, (viii) Ordinance No. 09-03, adopted November 17, 2009, (ix) Ordinance No. 10-03, adopted November 16, 2010, (x) Ordinance No. 17-01, adopted September 11, 2017, (xi) Ordinance No. 2020-194, adopted April 1, 2020, (xii) Ordinance No. 2022-160, adopted March 16, 2022, and (xiii) Ordinance No. 2024-381, adopted April 24, 2024.
“Project” means the acquisition and construction of improvements to the System, including: (i) replacement or upgrade of collection system lift stations; (ii) acquisition, construction and equipping of a combined heat and power facility at the Anthony Ragnone Treatment Plant; (iii) construction of wet weather wastewater storage facilities; (iv) acquisition, construction and equipping of various additional improvements to the Anthony Ragnone Treatment Plant and to the collection system; and (v) other improvements, structures, equipment and appurtenances related to the foregoing
“Sale Order” means an order of the County Agency awarding the sale of a series of the Series 2025 Bonds and approving the final terms of such series of the Series 2025 Bonds as provided in this Ordinance.
“Series 2005A Bonds” means the County’s Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2005A, issued in the original principal amount of $22,180,000.
“Series 2005B Bonds” means the County’s Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2005B, issued in the original principal amount of $15,505,000.
“Series 2006A Bonds” means the County’s Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006A, issued in the original principal amount of $2,815,000.
“Series 2006B Bonds” means the County’s Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006B, issued in the original principal amount of $7,705,000.
“Series 2006C Bonds” means the County’s Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006C, issued in the original principal amount of $4,335,000.
“Series 2007A Bonds” means the County’s Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2007A, issued in the original principal amount of $10,500,000.
“Series 2010A Bonds” means the County’s Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2010A, issued in the original principal amount of $24,240,000.
“Series 2011A Bonds” means the County’s Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2011A, issued in the original principal amount of $1,445,000.
“Series 2017 Bonds” means the County’s Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Refunding Bonds (Limited Tax General Obligation), Series 2017, issued in the original principal amount of $15,890,000.
“Series 2020A Bonds” means the County’s Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds, Series 2020A, issued in the original principal amount of $13,800,000.
“Series 2022 Bonds” means the County’s Sewage Disposal System (Interceptors and Treatment Facilities) Revenue and Revenue Refunding Bonds (Limited Tax General Obligation), Series 2022, issued in the original principal amount of $13,150,000.
“Series 2022B Bonds” means the County’s Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2022B, issued in the original principal amount of $25,955,000.
“Series 2024 Bonds” means the County’s Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bond (Limited Tax General Obligation), Series 2024, issued in the original principal amount of $15,000,000.
“Series 2025 Bonds” means, collectively, the Series 2025 CWSRF Bonds and the Series 2025 Public Sale Bonds.
“Series 2025 CWSRF Bonds” means the Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2025, issued pursuant to Section 5B of this Ordinance.
“Series 2025 Public Sale Bonds” means the Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2025, issued pursuant to Section 5A of this Ordinance.
“Transfer Agent” means, with respect to each series of the Series 2025 Bonds, the person or entity appointed from time to time to act as paying agent, registrar and transfer agent for such series of the Series 2025 Bonds as provided in Section 6 of this Ordinance.
Section 2. Necessity of Project; Approval of Plans and Specifications. It is hereby determined and declared to be necessary for the public health and welfare of the County and the users of the System to acquire and construct the Project in accordance with the preliminary plans and specifications prepared by the County Agency’s engineers, which plans and specifications are hereby approved.
Section 3. Estimated Cost and Life of Project. The total cost of the current phase of the Project is estimated to be not less than Thirty-Five Million Dollars ($35,000,000), including the payment of incidental expenses as specified in Section 4 of this Ordinance, which estimate of cost is hereby approved and confirmed, and the period of usefulness of the Project is estimated to be not less than thirty-five (35) years.
Section 4. Payment of Cost; Series 2025 Bonds Authorized. To pay all or part of the cost of acquiring and constructing the current phase of the Project, including capitalized interest on the Series 2025 Bonds for the period specified by the County Agency in the Sale Order (but not to exceed the period permitted by applicable law), and to pay all legal, engineering, financial and other expenses incident thereto and incident to the issuance and sale of the Series 2025 Bonds, the County shall borrow the sum of not to exceed Thirty-Five Million Dollars ($35,000,000) and issue the Series 2025 Bonds therefor, in one or more series, pursuant to the provisions of Act 94.
Except as amended by or expressly provided to the contrary in this Ordinance, all of the provisions of the Outstanding Ordinances shall apply to the Series 2025 Bonds issued pursuant to this Ordinance, the same as though each of said provisions were repeated in this Ordinance in detail; the purpose of this Ordinance being to authorize the issuance of Additional Bonds of equal standing and priority of lien as to the Net Revenues with the Outstanding Bonds to finance the cost of acquiring and constructing improvements to the System. The issuance of Additional Bonds for such purpose is authorized by the provisions of Section 21 of the Master Bond Resolution, upon the conditions therein stated, which conditions have been fully met.
Section 5A. Issuance of Series 2025 Public Sale Bonds; Details. Bonds of the County, to be designated “SEWAGE DISPOSAL SYSTEM (INTERCEPTORS AND TREATMENT FACILITIES) REVENUE BONDS (LIMITED TAX GENERAL OBLIGATION), SERIES 2025” (with such additional or alternate series designations and such other designations as may be deemed appropriate by the County Agency) (the “Series 2025 Public Sale Bonds”), are authorized to be issued in one or more series in the aggregate principal amount which, when added to the principal amount of all other Series 2025 Bonds authorized by and issued pursuant to this Ordinance, does not exceed Thirty-Five Million Dollars ($35,000,000), as finally determined by the County Agency in the Sale Order. The Series 2025 Public Sale Bonds shall be issued for the purpose of paying all or part of the cost of the current phase of the Project and the incidental costs set forth in Section 4 of this Ordinance. The Series 2025 Public Sale Bonds shall be payable out of the Net Revenues, as set forth more fully in Section 7 hereof.
The Series 2025 Public Sale Bonds shall consist of fully-registered bonds of the denomination of $5,000 each, or integral multiples of $5,000 not exceeding for each maturity the aggregate principal amount of that maturity, shall be dated as of a date determined by the County Agency in the Sale Order, and shall be numbered in order of registration. The Series 2025 Public Sale Bonds may be issued as Serial Bonds or Term Bonds, or both, and shall mature or be subject to Mandatory Redemption Requirements on the dates and in the principal amounts as determined by the County Agency in the Sale Order; provided, however, that the final maturity date of the Series 2025 Public Sale Bonds shall be not later than June 1, 2060.
The Series 2025 Public Sale Bonds shall bear interest at the rate or rates to be determined at the time of sale thereof, but in any event not exceeding seven percent (7%) per annum, payable semi-annually on June 1 and December 1 of each year, or such other dates as determined by the County Agency in the Sale Order, commencing on the date determined by the County Agency in the Sale Order, by check or draft mailed by the Transfer Agent to the person or entity who or which is, as of the 15th day of the month preceding each interest payment date, the registered owner at the registered address as shown on the registration books of the County maintained by the Transfer Agent. The date of determination of registered owner for purposes of payment of interest as provided in this paragraph may be changed by the County to conform to market practice in the future. The principal of the Series 2025 Public Sale Bonds shall be payable at the designated office of the Transfer Agent.
The Series 2025 Public Sale Bonds may initially be issued in book-entry-only form through The Depository Trust Company in New York, New York (“DTC”). So long as the Series 2025 Public Sale Bonds are in book-entry-only form, the Transfer Agent shall comply with the terms of the Letter of Representations to be entered into between the County and DTC, which provisions shall govern registration, notices and payment, among other things, and which provisions are incorporated herein with the same effect as if fully set forth herein. The Chief Financial Officer of the County and the County Agency are each hereby individually authorized to enter into the Letter of Representations with DTC for and on behalf of the County. In the event the County determines that the continuation of the system of book-entry-only transfer through DTC (or successor securities depository) is not in the best interest of the DTC participants, beneficial owners of the Series 2025 Public Sale Bonds, or the County, the County will notify the Transfer Agent, whereupon the Transfer Agent will notify DTC of the availability through DTC of bond certificates. In such event, the County shall issue and the Transfer Agent shall transfer and exchange bonds as requested by DTC of like principal amount, series and maturity, in authorized denominations, to the identifiable beneficial owners in replacement of the beneficial interest of such beneficial owners in the Series 2025 Public Sale Bonds.
The Series 2025 Public Sale Bonds shall be subject to redemption prior to maturity at the times and prices and in the manner determined by the County Agency in the Sale Order and as permitted by law, provided that the redemption premium on the Series 2025 Public Sale Bonds may not exceed three percent (3%). Unless waived by any registered owner of the Series 2025 Public Sale Bonds to be redeemed, notice of redemption shall be given in the manner specified in the form of the Series 2025 Public Sale Bonds contained in Section 11A of this Ordinance.
The Series 2025 Public Sale Bonds shall be executed in the name of the County with the manual or facsimile signatures of the Chairman of the Board of Commissioners and the County Clerk and shall have the seal of the County or a facsimile thereof impressed or printed thereon. No Series 2025 Public Sale Bond shall be valid until authenticated by an authorized representative of the Transfer Agent. The Series 2025 Public Sale Bonds shall be delivered to the Transfer Agent for authentication and be delivered by the Transfer Agent to the purchaser thereof in accordance with instructions from the County Agency upon payment to the County of the purchase price for the Series 2025 Public Sale Bonds. Executed blank bonds for registration and issuance to transferees shall simultaneously, and from time to time thereafter as necessary, be delivered to the Transfer Agent for safekeeping.
Section 5B. Issuance of Series 2025 CWSRF Bonds; Details. Bonds of the County, to be designated “SEWAGE DISPOSAL SYSTEM (INTERCEPTORS AND TREATMENT FACILITIES) REVENUE BONDS (LIMITED TAX GENERAL OBLIGATION), SERIES 2025” (with such additional or alternate series designations and such other designations as may be deemed appropriate by the County Agency) (the “Series 2025 CWSRF Bonds”), are authorized to be issued in one or more series in the aggregate principal amount which, when added to the principal amount of all other Series 2025 Bonds authorized by and issued pursuant to this Ordinance, does not exceed Thirty-Five Million Dollars ($35,000,000), as finally determined by the County Agency in the Sale Order. The Series 2025 CWSRF Bonds may be issued for the purpose of paying all or part of that portion of the cost of the current phase of the Project, if any, that qualifies for the Clean Water State Revolving Fund financing program being administered by the EGLE and the Authority, and the incidental costs set forth in Section 4 of this Ordinance. The Series 2025 CWSRF Bonds shall be payable out of the Net Revenues, as set forth more fully in Section 7 hereof.
The Series 2025 CWSRF Bonds of each series shall be in the form of a single, fully-registered, nonconvertible bond of the denomination of the full principal amount thereof, dated as of the date of delivery thereof, payable serially in principal installments as finally determined by the order of the EGLE at the time of sale of such series of the Series 2025 CWSRF Bonds and approved by the Authority and the County Agency. Final determination of the principal amount of the Series 2025 CWSRF Bonds, the payment dates and amounts of principal installments of the Series 2025 CWSRF Bonds and the dates for payment of interest on the Series 2025 CWSRF Bonds shall be evidenced by execution of a Purchase Contract to be entered into between the County and the Authority providing for the purchase by the Authority of the Series 2025 CWSRF Bonds (the “Purchase Contract”), and the County Agency is hereby authorized and directed to execute and deliver the Purchase Contract when it is in final form and to make the determinations set forth above; provided, however, that the final principal installment of the Series 2025 CWSRF Bonds shall be due not later than June 1, 2060.
The Series 2025 CWSRF Bonds shall bear interest at an interest rate per annum on the par value thereof as determined by the Authority and evidenced by execution of the Purchase Contract, but in any event not to exceed five percent (5.00%) per annum.
The principal amount of the Series 2025 CWSRF Bonds is expected to be drawn down by the County periodically, and interest on the principal amount shall accrue from the date such principal amount is drawn down by the County.
The Series 2025 CWSRF Bonds of each series shall not be convertible or exchangeable into more than one fully-registered bond. Principal of and interest on the Series 2025 CWSRF Bonds shall be payable as provided in the form of the Series 2025 CWSRF Bond set forth in Section 11B of this Ordinance.
The Series 2025 CWSRF Bonds or principal installments thereof shall be subject to redemption prior to maturity at the option of the County only with the prior written consent of the Authority and on such terms as may be required by the Authority.
The County Treasurer, Chief Financial Officer or County Agency shall record on the registration books payment by the County of each installment of principal or interest or both when made and the cancelled checks or other records evidencing such payments shall be returned to and retained by the County Treasurer, Chief Financial Officer or County Agency.
The Series 2025 CWSRF Bonds shall be executed in the name of the County with the manual or facsimile signatures of the Chairman of the Board of Commissioners and the County Clerk and shall have the seal of the County or a facsimile thereof impressed or printed thereon. Series 2025 CWSRF Bonds bearing the manual or facsimile signature of the Chairman of the Board of Commissioners and the County Clerk shall require no further authentication. The County Treasurer, Chief Financial Officer or County Agency shall deliver the Series 2025 CWSRF Bonds in accordance with the delivery instructions of the Authority.
Upon payment by the County of all outstanding principal of and interest on any series of the Series 2025 CWSRF Bonds, the Authority shall deliver such series of the Series 2025 CWSRF Bonds to the County for cancellation.
Section 6. Transfer Agent; Registration and Transfer. The County Agency shall appoint a bank or trust company qualified under Michigan law to act as Transfer Agent with respect to each series of the Series 2025 Public Sale Bonds. The County Treasurer is hereby appointed to act as Transfer Agent with respect to each series of the Series 2025 CWSRF Bonds; provided, however, that the County Treasurer may designate in writing another person to act as Transfer Agent. If and at such time as the Series 2025 CWSRF Bonds are transferred to or held by any registered owner other than the Authority, the County Treasurer may appoint a bank or trust company qualified under Michigan law to act as Transfer Agent for the Series 2025 CWSRF Bonds.
Any Series 2025 Bond may be transferred upon the books required to be kept pursuant to this Section by the person in whose name it is registered, in person or by the registered owner’s duly authorized attorney, upon surrender of the Series 2025 Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Transfer Agent. Whenever any Series 2025 Bond or Bonds shall be surrendered for transfer, the County shall execute and the Transfer Agent shall authenticate and deliver a new Series 2025 Bond or Bonds, for like aggregate principal amount. The Transfer Agent shall require payment by the bondholder requesting the transfer of any tax or other governmental charge required to be paid with respect to the transfer. The Transfer Agent shall not be required (i) to issue, register the transfer of or exchange any Series 2025 Bond during a period beginning at the opening of business 15 days before the day of the giving of a notice of redemption of Series 2025 Bonds selected for redemption and ending at the close of business on the day of that giving of notice, or (ii) to register the transfer of or exchange any Series 2025 Bond so selected for redemption in whole or in part, except the unredeemed portion of Series 2025 Bonds being redeemed in part. Unless waived by the Transfer Agent, the County shall give the Transfer Agent notice of call for redemption at least 20 days prior to the date notice of redemption is to be given.
The Transfer Agent shall keep or cause to be kept, at its principal office, sufficient books for the registration and transfer of the Series 2025 Bonds, which shall at all times be open to inspection by the County; and, upon presentation for such purpose, the Transfer Agent shall, under such reasonable regulations as it may prescribe, transfer or cause to be transferred, on said books, Series 2025 Bonds as hereinbefore provided.
If any Series 2025 Bond shall become mutilated, the County, at the expense of the holder of the Series 2025 Bond, shall execute, and the Transfer Agent shall authenticate and deliver, a new Series 2025 Bond of like tenor in exchange and substitution for the mutilated Series 2025 Bond, upon surrender to the Transfer Agent of the mutilated Series 2025 Bond. If any Series 2025 Bond shall be lost, destroyed or stolen, evidence of the ownership of the Series 2025 Bond and of the loss, destruction or theft may be submitted to the Transfer Agent and, if this evidence is satisfactory to the County and the Transfer Agent and indemnity satisfactory to the County and the Transfer Agent shall be given, and if all requirements of any applicable law, including Act 354, Public Acts of Michigan, 1972, as amended (“Act 354”), have been met, the County, at the expense of the registered owner, shall execute, and the Transfer Agent shall thereupon authenticate and deliver, a new Series 2025 Bond of like tenor and bearing the statement required by Act 354, or any applicable law hereafter enacted, in lieu of and in substitution for the Series 2025 Bond so lost, destroyed or stolen. If any such Series 2025 Bond shall have matured or shall be about to mature, instead of issuing a substitute Series 2025 Bond, the Transfer Agent may pay the same without surrender thereof.
Section 7. Payment of Series 2025 Bonds; Priority of Lien; Pledge of Full Faith and Credit. Principal of and interest on the Series 2025 Bonds shall be payable from the Net Revenues of the System, and to secure such payment, there is hereby recognized the statutory lien upon the whole of the Net Revenues created by the Master Bond Resolution, which shall be a first lien to continue with respect to the Series 2025 Bonds until payment in full of the principal of and interest on the Series 2025 Bonds, or until Sufficient cash or Sufficient Government Obligations, or a combination thereof, have been deposited in trust for payment in full of all principal and interest on the Series 2025 Bonds then outstanding to maturity, or, if called for redemption, to the date fixed for redemption. The statutory first lien referred to herein shall be of equal standing and priority of lien as to the Net Revenues with the Outstanding Bonds. Upon deposit of Sufficient cash or Sufficient Government Obligations for payment in full of all principal and interest on a series of the Series 2025 Bonds then outstanding, as provided in this paragraph, the statutory lien shall be terminated with respect to that series of the Series 2025 Bonds, the holders of that series of the Series 2025 Bonds shall have no further rights under this Ordinance or the Outstanding Ordinances, except for payment from the deposited funds and for rights of replacement, registration and transfer, and the Series 2025 Bonds of such series shall no longer be considered to be outstanding under this Ordinance or the Outstanding Ordinances.
In addition, as additional security for the payment of the principal of and interest on the Series 2025 Bonds, the County, pursuant to the provisions of Act 342, hereby irrevocably pledges its full faith and credit for the prompt payment of the principal of and interest on the Series 2025 Bonds. Should the Net Revenues of the System at any time be insufficient to pay the principal of and interest on the Series 2025 Bonds when due, then the County shall advance from any funds available therefor, or, if necessary, levy taxes upon all taxable property in the County, subject to applicable constitutional and statutory limitations, such sums as may be necessary to pay said principal and interest. If the County shall be required to pay principal of and interest on the Series 2025 Bonds from its general funds, it shall be reimbursed the amount paid as soon as possible from the Net Revenues of the System.
The Series 2025 Bonds shall not be additionally secured by the Bond Reserve Account established pursuant to Section 14(b) of the Master Bond Resolution, and no holder of any series of the Series 2025 Bonds shall have any claim on any amounts at any time on deposit in the Bond Reserve Account.
Section 8. Rates and Charges. The rates and charges for service furnished by and the use of the System and the methods of collection and enforcement of the collection of the rates shall be those established by the County Agency and in effect on the date of adoption of this Ordinance, as the same may be modified by the County Agency from time to time. The rates presently in effect in the County as established by the County Agency are estimated to be sufficient to provide for the payment of the expenses of administration and operation and such expenses for maintenance of the System as are necessary to preserve the System in good repair and working order, to provide for the payment of the principal of and interest on the Outstanding Bonds and the Series 2025 Bonds as the same become due and payable and to provide for all other obligations, expenditures and funds for the System required by law, this Ordinance and the Outstanding Ordinances. In addition, it is hereby covenanted and agreed that the rates shall be reviewed and shall be fixed and revised from time to time as may be necessary to produce these amounts, and it is hereby covenanted and agreed to fix and maintain rates for services furnished by the System at all times sufficient to provide for the foregoing.
Section 9. No Free Service or Use. No free service or use of the System, or service or use of the System at less than the reasonable cost and value thereof, shall be furnished by the System to any person, firm or corporation, public or private, or to any public agency or instrumentality, including the County.
Section 10. Bond Proceeds. The proceeds of the sale of the Series 2025 Bonds shall be deposited in a separate deposit account in a bank or banks, designated by the County Agency, County Treasurer or Chief Financial Officer of the County, qualified to act as a depository of the proceeds of sale of the Series 2025 Bonds under the provisions of Section 15 of Act 94, in an account designated “Sewage Disposal System (Interceptors and Treatment Facilities) Construction Account” (the “Construction Account”). The County Agency, County Treasurer or Chief Financial Officer may establish a separate account or subaccount in the Construction Account for each series of the Series 2025 Bonds. Moneys from time to time on deposit in the Construction Account shall be used solely to pay the costs of the Project and the incidental costs set forth in Section 4 of this Ordinance. The proceeds of sale of each series of the Series 2025 Bonds shall be allocated and used as follows:
First, the accrued interest, if any, shall be deposited into the Bond and Interest Redemption Fund established by the Master Bond Resolution; and
Second, the balance of the proceeds of sale of the Series 2025 Bonds, including net original issue premium, if any, received upon sale of the Series 2025 Bonds, shall be deposited in the Construction Account. Moneys in the Construction Account shall be applied solely in payment of the cost of the acquisition and construction of the Project, including capitalized interest on the Series 2025 Bonds for the period specified by the County Agency (but not to exceed the period permitted by applicable law), and engineering, legal and other expenses incident thereto and to the financing thereof.
Any unexpended balance of the proceeds of sale of the Series 2025 Bonds remaining after completion of the Project may, in the discretion of the County Agency, be used for further improvements and extensions to the System, provided that, at the time of such expenditure, such use be approved by the Michigan Department of Treasury, if such approval is then required by applicable law. Any remaining balance after such expenditure, or in the event no such expenditure is made, the entire unexpended balance, shall be paid into the Bond and Interest Redemption Fund and used for the redemption or purchase of callable Series 2025 Bonds or for any other purpose permitted by Act 94.
The proceeds of sale of the Series 2025 Bonds may be invested in whole or in part in the manner provided by Act 94 and the Master Bond Resolution.
Section 11A. Form of Series 2025 Public Sale Bonds. The Series 2025 Public Sale Bonds shall be in substantially the following form, with such changes or completions as are necessary or appropriate to give effect to the intent of this Ordinance:
R-__
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF GENESEE
SEWAGE DISPOSAL SYSTEM (INTERCEPTORS AND TREATMENT FACILITIES)
REVENUE BOND (LIMITED TAX GENERAL OBLIGATION), SERIES 2025[___]
|
Interest Rate |
Maturity Date |
Date of Original Issue |
CUSIP |
|
|
|
|
|
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The County of Genesee, State of Michigan (the “Issuer”), acknowledges itself to owe and for value received hereby promises to pay, out of the hereinafter described Net Revenues of the Issuer’s System (hereinafter defined), the Principal Amount specified above, in lawful money of the United States of America, to the Registered Owner specified above, or registered assigns, on the Maturity Date specified above, unless prepaid prior thereto as hereinafter provided, with interest thereon (computed on the basis of a 360 day year consisting of twelve 30-day months) from the Date of Original Issue specified above or such later date to which interest has been paid, until paid, at the Interest Rate per annum specified above, first payable on ______________, 202_, and semiannually thereafter. Principal of this bond is payable at the designated corporate trust office of ________________________, __________, Michigan or such other transfer agent as the Issuer may hereafter designate by notice mailed to the registered owner not less than sixty (60) days prior to any interest payment date (the “Transfer Agent”). Interest on this bond is payable by check or draft mailed by the Transfer Agent to the person or entity who or which is, as of the fifteenth (15th) day of the month preceding the interest payment date, the registered owner of record, at the registered address as shown on the registration books of the Issuer kept by the Transfer Agent. For prompt payment of principal of and interest on this bond, the Issuer has irrevocably pledged the revenues of the Genesee County Sewage Disposal System (Interceptors and Treatment Facilities), including all appurtenances, extensions and improvements thereto (the “System”), after provision has been made for reasonable and necessary expenses of operation, maintenance and administration thereof (the “Net Revenues”), and a statutory first lien thereon is hereby recognized and created.
This bond is one of a series of bonds of even Date of Original Issue aggregating the principal sum of $__________, issued pursuant to (i) Resolution No. 00-88, as amended by Resolution No. 00-176, Ordinance No. 02-04 and Resolution No. 2020-35 duly adopted by the Board of Commissioners of the Issuer (the “Master Bond Resolution”), (ii) Ordinance No. ______ duly adopted by the Board of Commissioners on _______, 2025 authorizing issuance of the bonds of this issue (the “Series Ordinance”), and (iii) Ordinance Nos. 02-02, 03-04, 05-02, 06-07, 07-03, 08-04, 09-03, 10-03, 17-01, 2020-194, 2022-160, and 2024-381 previously adopted by the Board of Commissioners of the Issuer and supplemental to the Master Bond Resolution (together with the Master Bond Resolution and the Series Ordinance, the “Ordinances”), and under and in full compliance with the Constitution and statutes of the State of Michigan, including specifically Act 94, Public Acts of Michigan, 1933, as amended, and Act 342, Public Acts of Michigan, 1939, as amended (“Act 342”), for the purpose of paying the cost of acquiring and constructing improvements to the System.
For a complete statement of the revenues from which and the conditions under which this bond is payable, a statement of the conditions under which additional bonds of equal standing as to the Net Revenues may hereafter be issued and the general covenants and provisions pursuant to which this bond is issued, reference is made to the Ordinances. The bonds of this issue are of equal standing and priority of lien as to the Net Revenues with the Issuer’s outstanding (i) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2005A, (ii) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2005B, (iii) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006A, (iv) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006B, (v) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006C, (vi) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2007A, (vii) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2010A, (viii) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2011A, (ix) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Refunding Bonds (Limited Tax General Obligation), Series 2017, (x) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds, Series 2020A, (xi) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue and Revenue Refunding Bonds (Limited Tax General Obligation), Series 2022, (xii) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2022B, and (xiii) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2024 (collectively, the “Outstanding Bonds”). The Issuer has reserved the right to issue Additional Bonds of equal standing with the bonds of this issue and the Outstanding Bonds on conditions stated in the Ordinances.
Bonds of this issue maturing in the years 20__ to 20__, inclusive, are not subject to redemption prior to maturity. Bonds or portions of bonds of this issue in multiples of $5,000 maturing in the year 20__ and thereafter are subject to redemption prior to maturity at the option of the Issuer, in such order as the Issuer shall determine and within any maturity by lot, on any date on or after __________, 20__, at par plus accrued interest to the date fixed for redemption.
[Insert term bond provisions, if applicable]
In case less than the full amount of an outstanding bond is called for redemption, the Transfer Agent, upon presentation of the bond called in part for redemption, shall register, authenticate and deliver to the registered owner a new bond in the principal amount of the portion of the original bond not called for redemption.
Notice of redemption of any bond or portion thereof shall be given by the Transfer Agent at least thirty (30) days prior to the date fixed for redemption by mail to the registered owner at the registered address shown on the registration books kept by the Transfer Agent. Bonds shall be called for redemption in multiples of $5,000 and any bond of a denomination of more than $5,000 shall be treated as representing the number of bonds obtained by dividing the denomination of the bond by $5,000 and such bond may be redeemed in part. Notice of redemption for a bond redeemed in part shall state that upon surrender of the bond to be redeemed a new bond or bonds in aggregate principal amount equal to the unredeemed portion of the bonds surrendered shall be issued to the registered owner thereof. No further interest on a bond or portion thereof called for redemption shall accrue after the date fixed for redemption, whether presented for redemption or not, provided funds are on hand with the Transfer Agent to redeem the bond or portion thereof.
This bond is a self-liquidating bond, payable, both as to principal and interest, from the Net Revenues of the System. The principal of and interest on this bond are secured by the statutory lien hereinbefore mentioned. As additional security for the payment of the principal of and interest on this bond and the series of bonds of which this is one, the Issuer, pursuant to the provisions of Act 342, and the Ordinances, has pledged its full faith and credit for the prompt payment of the principal of and interest hereon. Pursuant to such pledge, if the Net Revenues of the System are at any time insufficient to pay the principal of and interest on this bond when due, then the Issuer shall advance from its general funds available therefor, or, if necessary, levy taxes upon all taxable property in the Issuer, subject to applicable constitutional and statutory tax rate limitations, such sums as may be necessary to pay said principal and interest.
The Issuer has covenanted and agreed, and does hereby covenant and agree, to fix and maintain at all times while any bonds payable from the Net Revenues of the System shall be outstanding, such rates for service furnished by the System as shall be sufficient to provide for payment of the interest on and the principal of the bonds of this issue, the Outstanding Bonds and any Additional Bonds of equal standing as and when the same shall become due and payable, and to create and maintain a Bond and Interest Redemption Fund therefor, to provide for the payment of expenses of administration and operation and such expenses for maintenance of the System as are necessary to preserve the same in good repair and working order, and to provide for such other expenditures and funds for the bonds of this issue, the Outstanding Bonds and the System as are required by the Ordinances.
This bond is transferable only upon the books of the Issuer kept for that purpose at the office of the Transfer Agent by the registered owner hereof in person, or by the registered owner’s attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of transfer satisfactory to the Transfer Agent duly executed by the registered owner or the registered owner’s attorney duly authorized in writing, and thereupon a new registered bond or bonds in the same aggregate principal amount and of the same maturity shall be issued to the transferee in exchange therefor as provided in the Ordinances, and upon the payment of the charges, if any, therein prescribed.
Capitalized terms used in this bond and not defined herein have the meanings set forth in the Ordinances.
It is hereby certified and recited that all acts, conditions and things required by law to be done precedent to and in the issuance of this bond and the series of bonds of which this is one have been done and performed in regular and due time and form as required by law.
This bond is not valid or obligatory for any purpose until the Transfer Agent’s Certificate of Authentication on this bond has been executed by the Transfer Agent.
IN WITNESS WHEREOF, the Issuer, by its Board of Commissioners, has caused this bond to be executed with the facsimile signatures of its Chairman and the County Clerk and a facsimile of its corporate seal to be printed on this bond, all as of the Date of Original Issue.
COUNTY OF GENESEE
By: __________________________________________
Chairman, Board of Commissioners
(Seal)
Countersigned:
By:
County Clerk
[Bond printer to insert Certificate of Authentication and form of assignment]
Section 11B. Form of Series 2025 CWSRF Bonds. The Series 2025 CWSRF Bonds shall be in substantially the following form, with such changes or completions as are necessary or appropriate to give effect to the intent of this Ordinance and as may be required by the Authority:
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF GENESEE
SEWAGE DISPOSAL SYSTEM (INTERCEPTORS AND TREATMENT FACILITIES)
REVENUE BOND (LIMITED TAX GENERAL OBLIGATION), SERIES 2025[____]
REGISTERED OWNER: Michigan Finance Authority
PRINCIPAL AMOUNT:
DATE OF ORIGINAL ISSUE:
The County of Genesee, State of Michigan (the “Issuer”), acknowledges itself to owe and for value received hereby promises to pay, out of the hereinafter described Net Revenues of the System (hereinafter defined), to the Michigan Finance Authority (the “Authority”), or registered assigns, the Principal Amount shown above, or such portion thereof as shall have been advanced to the Issuer pursuant to a Purchase Contract between the Issuer and the Authority and a Supplemental Agreement by and among the Issuer, the Authority and the State of Michigan acting through the Department of Environment, Great Lakes, and Energy, in lawful money of the United States of America, unless prepaid or reduced prior thereto as hereinafter provided.
During the time the Principal Amount is being drawn down by the Issuer under this Bond, the Authority will periodically provide to the Issuer a statement showing the amount of principal that has been advanced and the date of each advance, which statement shall constitute prima facie evidence of the reported information; provided that no failure on the part of the Authority to provide such a statement or to reflect a disbursement or the correct amount of a disbursement shall relieve the Issuer of its obligation to repay the outstanding Principal Amount actually advanced, all accrued interest thereon, and any other amount payable with respect thereto in accordance with the terms of this Bond.
The Principal Amount shall be payable on the dates and in the annual principal installment amounts set forth on the Schedule A attached hereto and made a part hereof, as such Schedule may be adjusted if less than $_________ is disbursed to the Issuer or if a portion of the Principal Amount is prepaid as provided below, with interest on said principal installments from the date each said installment is delivered to the holder hereof until paid at the rate of ______ percent (______%) per annum. Interest is first payable on _______ 1, 20__, and semiannually thereafter, and principal is payable on the first day of ______ commencing _______ 1, 20__ (as identified in the Purchase Contract) and annually thereafter.
Principal installments of this Bond are subject to redemption prior to maturity at the option of the Issuer only with the prior written consent of the Authority and on such terms as may be required by the Authority.
Notwithstanding any other provision of this Bond, as long as the Authority is the owner of this Bond, (a) this Bond is payable as to principal, premium, if any, and interest at the designated office of U.S. Bank Trust Company, National Association, or at such other place as shall be designated in writing to the Issuer by the Authority (the “Authority’s Depository”); (b) the Issuer agrees that it will deposit with the Authority’s Depository payments of the principal of, premium, if any, and interest on this Bond in immediately available funds by 12:00 noon at least five business days prior to the date on which any such payment is due whether by maturity, redemption or otherwise; in the event that the Authority’s Depository has not received the Issuer’s deposit by 12:00 noon on the scheduled day, the Issuer shall immediately pay to the Authority as invoiced by the Authority an amount to recover the Authority’s administrative costs and lost investment earnings attributable to that late payment; and (c) written notice of any redemption of this Bond shall be given by the Issuer and received by the Authority’s Depository at least 40 days prior to the date on which such redemption is to be made.
Additional Interest
In the event of a default in the payment of principal or interest hereon when due, whether at maturity, by redemption or otherwise, the amount of such default shall bear interest (the “additional interest”) at a rate equal to the rate of interest which is two percent above the Authority’s cost of providing funds (as determined by the Authority) to make payment on the bonds of the Authority issued to provide funds to purchase this Bond but in no event in excess of the maximum rate of interest permitted by law. The additional interest shall continue to accrue until the Authority has been fully reimbursed for all costs incurred by the Authority (as determined by the Authority) as a consequence of the Issuer’s default. Such additional interest shall be payable on the interest payment date following demand of the Authority. In the event that (for reasons other than the default in the payment of any municipal obligation purchased by the Authority) the investment of amounts in the reserve account established by the Authority for the bonds of the Authority issued to provide funds to purchase this Bond fails to provide sufficient available funds (together with any other funds which may be made available for such purpose) to pay the interest on outstanding bonds of the Authority issued to fund such account, the Issuer shall and hereby agrees to pay on demand only the Issuer’s pro rata share (as determined by the Authority) of such deficiency as additional interest on this Bond.
For prompt payment of principal of and interest on this Bond, the Issuer has irrevocably pledged the revenues of the Genesee County Sewage Disposal System (Interceptors and Treatment Facilities), including all appurtenances, extensions and improvements thereto (the “System”), after provision has been made for reasonable and necessary expenses of operation, maintenance and administration thereof (the “Net Revenues”), and a statutory first lien thereon is hereby recognized and created.
This Bond is a single, fully-registered, non-convertible bond in the Principal Amount specified above, issued pursuant to (i) Resolution No. 00-88, as amended by Resolution No. 00-176, Ordinance No. 02-04 and Resolution No. 2020-35 duly adopted by the Board of Commissioners of the Issuer (the “Master Bond Resolution”), (ii) Ordinance No. ______ duly adopted by the Board of Commissioners on _______, 2024 authorizing issuance of this Bond (the “Series Ordinance”), and (iii) Ordinance Nos. 02-02, 03-04, 05-02, 06-07, 07-03, 08-04, 09-03, 10-03, 17-01, 2020-194, 2022-160, and 2024-381 previously adopted by the Board of Commissioners of the Issuer and supplemental to the Master Bond Resolution (together with the Master Bond Resolution and the Series Ordinance, the “Ordinances”), and under and in full compliance with the Constitution and statutes of the State of Michigan, including specifically Act 94, Public Acts of Michigan, 1933, as amended, and Act 342, Public Acts of Michigan, 1939, as amended (“Act 342”), for the purpose of paying the cost of acquiring and constructing improvements to the System.
For a complete statement of the revenues from which and the conditions under which this Bond is payable, a statement of the conditions under which additional bonds of equal standing as to the Net Revenues may hereafter be issued and the general covenants and provisions pursuant to which this Bond is issued, reference is made to the Ordinances. This Bond is of equal standing and priority of lien as to the Net Revenues with the Issuer’s outstanding (i) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2005A, (ii) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2005B, (iii) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006A, (iv) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006B, (v) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2006C, (vi) Sanitary Sewage Disposal System Revenue Bonds (Northeast Extension Sewer Project) (Limited Tax General Obligation), Series 2007A, (vii) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2010A, (viii) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2011A, (ix) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Refunding Bonds (Limited Tax General Obligation), Series 2017, (x) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds, Series 2020A, (xi) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue and Revenue Refunding Bonds (Limited Tax General Obligation), Series 2022, (xii) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2022B, and (xiii) Sewage Disposal System (Interceptors and Treatment Facilities) Revenue Bonds (Limited Tax General Obligation), Series 2024 (collectively, the “Outstanding Bonds”). The Issuer has reserved the right to issue Additional Bonds of equal standing with this Bond and the Outstanding Bonds on conditions stated in the Ordinances.
This bond is a self-liquidating bond, payable, both as to principal and interest, from the Net Revenues of the System. The principal of and interest on this Bond are secured by the statutory lien hereinbefore mentioned. As additional security for the payment of the principal of and interest on this Bond, the Issuer, pursuant to the provisions of Act 342, and the Ordinances, has pledged its full faith and credit for the prompt payment of the principal of and interest hereon. Pursuant to such pledge, if the Net Revenues of the System are at any time insufficient to pay the principal of and interest on this Bond when due, then the Issuer shall advance from its general funds available therefor, or, if necessary, levy taxes upon all taxable property in the Issuer, subject to applicable constitutional and statutory tax rate limitations, such sums as may be necessary to pay said principal and interest.
The Issuer has covenanted and agreed, and does hereby covenant and agree, to fix and maintain at all times while any bonds payable from the Net Revenues of the System shall be outstanding, such rates for service furnished by the System as shall be sufficient to provide for payment of the interest on and the principal of this Bond, the Outstanding Bonds and any Additional Bonds of equal standing as and when the same shall become due and payable, and to create and maintain a Bond and Interest Redemption Fund therefor, to provide for the payment of expenses of administration and operation and such expenses for maintenance of the System as are necessary to preserve the same in good repair and working order, and to provide for such other expenditures and funds for this Bond, the Outstanding Bonds and the System as are required by the Ordinances.
This Bond is transferable only upon the books of the Issuer by the registered owner in person or the registered owner’s attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the transfer agent, duly executed by the registered owner or the registered owner’s attorney duly authorized in writing, and thereupon a new registered bond in the same aggregate principal amount and of the same maturity shall be issued to the transferee in exchange therefor as provided in the Ordinances, and upon payment of the charges, if any, therein prescribed.
Capitalized terms used in this Bond and not defined herein have the meanings set forth in the Ordinances.
It is hereby certified and recited that all acts, conditions and things required by law to be done precedent to and in the issuance of this Bond have been done and performed in regular and due time and form as required by law.
IN WITNESS WHEREOF, the Issuer, by its Board of Commissioners, has caused this Bond to be executed with the facsimile signatures of its Chairman and the County Clerk and a facsimile of its corporate seal to be printed on this bond, all as of the Date of Original Issue.
COUNTY OF GENESEE
By: __________________________________________
Chairman, Board of Commissioners
(Seal)
Countersigned:
By:
County Clerk
[Bond printer to insert form of assignment]
EGLE Project No.
EGLE Approved Amt*:
SCHEDULE A
Based on the schedule provided below unless revised as provided in this paragraph, repayment of principal of the Bond shall be made until the full amount advanced to the Issuer is repaid. In the event the Order of Approval issued by the Department of Environment, Great Lakes, and Energy (the “Order”) approves a principal amount of assistance less than the amount of the Bond delivered to the Authority, the Authority shall only disburse principal up to the amount stated in the Order. In the event (1) that the payment schedule approved by the Issuer and described below provides for payment of a total principal amount greater than the amount of assistance approved by the Order, or (2) that less than the principal amount of assistance approved by the Order is disbursed to the Issuer by the Authority, the Authority shall prepare a new payment schedule which shall be effective upon receipt by the Issuer.
|
Principal Installment Due on |
Amount of Principal Installment |
Interest on the Bond shall accrue on that portion of principal disbursed by the Authority to the Issuer and which has not been forgiven pursuant to the Order from the date such portion is disbursed, until paid, at the rate of _______% per annum, payable _________ 1, 202_, and semi-annually thereafter.
The Issuer agrees that it will deposit with the Authority's Depository, or at such other place as shall be designated in writing to the Issuer by the Authority, payments of the principal of, premium, if any, and interest on this Bond in immediately available funds by 12:00 noon at least five business days prior to the date on which any such payment is due whether by maturity, redemption or otherwise. In the event that the Authority's Depository has not received the Issuer's deposit by 12:00 noon on the scheduled day, the Issuer shall immediately pay to the Authority as invoiced by the Authority an amount to recover the Authority's administrative costs and lost investment earnings attributable to that late payment.
*Not to exceed amount. Loan reduction at close out will result in a proportional decrease.
Section 12. Covenants Regarding Tax-Exempt Status of the Series 2025 Bonds. The County shall, to the extent permitted by law, take all actions within its control necessary to maintain the exclusion of the interest on the Series 2025 Bonds from gross income for federal income tax purposes under the Code, including, but not limited to, actions relating to any required rebate of arbitrage earnings and the expenditure and investment of proceeds of the Series 2025 Bonds and moneys deemed to be proceeds of the Series 2025 Bonds, and to prevent the Series 2025 Bonds from being or becoming “private activity bonds” as that term is used in Section 141 of the Code.
Section 13. Negotiated Sale of Series 2025 Public Sale Bonds; Award of Sale of Series 2025 Public Sale Bonds. The County has considered the option of selling the Series 2025 Public Sale Bonds through a competitive sale and a negotiated sale and, pursuant to the requirements of Act 94, and based on the recommendation of the County’s financial advisor for the Series 2025 Public Sale Bonds, determines that a negotiated sale of the Series 2025 Public Sale Bonds is in the best interests of the County and will provide the County with greater flexibility in structuring the terms of the Series 2025 Public Sale Bonds and in accessing the municipal bond market at the time that is expected to achieve the most advantageous interest rates for the County.
The County Agency is hereby authorized to appoint one or more underwriters for the purchase of any series of the Series 2025 Public Sale Bonds or, in the alternative, to place any series of the Series 2025 Public Sale Bonds with a bank or financial institution selected by the County Agency (the “Underwriter”). The County Agency is authorized to negotiate the sale of each series of the Series 2025 Public Sale Bonds to the Underwriter, award the sale of such series of the Series 2025 Public Sale Bonds to the Underwriter pursuant to a bond purchase agreement, if required, execute and deliver the bond purchase agreement with the Underwriter for and on behalf of the County, and execute a Sale Order specifying the final terms of such series of the Series 2025 Public Sale Bonds and making such other determinations as provided for in this Ordinance, without further approval of this Board of Commissioners, subject to the following terms:
(a) The final terms of each series of the Series 2025 Public Sale Bonds shall be within the parameters established by this Ordinance;
(b) The underwriter’s or purchaser’s discount shall not exceed one percent (1.00%) of the principal amount of each series of the Series 2025 Public Sale Bonds; and
(c) The true interest cost of each series of the Series 2025 Public Sale Bonds shall not exceed 6.00%.
Section 14. Negotiated Sale of Series 2025 CWSRF Bonds; Application to EGLE and Authority; Execution of Documents. The County has considered the option of selling the Series 2025 CWSRF Bonds through a competitive sale and a negotiated sale and, pursuant to the requirements of Act 94, determines that it is in the best interests of the County to negotiate the sale of the Series 2025 CWSRF Bonds to the Authority because the Clean Water State Revolving Fund financing program provides significant interest cost savings to the County in comparison to a competitive sale in the municipal bond market. The County Agency and Chief Financial Officer are each hereby individually authorized to make application to the Authority and to the EGLE for placement of the Series 2025 CWSRF Bonds with the Authority. The County Agency and Chief Financial Officer are each individually authorized to execute and deliver such contracts, documents and certificates as may be required by the Authority or the EGLE or as may be otherwise necessary to effectuate the sale and delivery of the Series 2025 CWSRF Bonds to the Authority, including the Purchase Contract and a Supplemental Agreement by and among the County, the Authority and the EGLE. The County Agency, the Chairman of the Board of Commissioners, the Chief Financial Officer and the County Clerk are each individually authorized to execute and deliver the Issuer’s Certificate required by the Authority.
Section 15. Approval of Details of Series 2025 Bonds. The County Agency is hereby authorized to adjust the final details of each series of the Series 2025 Bonds set forth herein to the extent necessary or convenient to complete the transactions authorized herein, and in pursuance of the foregoing is authorized to exercise the authority and make the determinations authorized pursuant to Section 7a(1)(c) of Act 94, including, but not limited to, determinations regarding interest rates, prices, discounts, serial and term maturities, principal amounts, denominations, dates of issuance, interest payment dates, redemption rights, the place of delivery and payment, designation of series, and other matters necessary to effectuate the sale and issuance of the Series 2025 Bonds authorized herein, within the parameters established by this Ordinance.
Section 16. Official Statement; Bond Insurance; Ratings. The County Agency and the Chief Financial Officer of the County are authorized and directed to: (a) cause the preparation and circulation of a Preliminary Official Statement with respect to each series of the Series 2025 Public Sale Bonds and to deem the Preliminary Official Statement “final” for purposes of Rule 15c2-12 of the U.S. Securities and Exchange Commission, and to approve circulation of a final Official Statement with respect to each series of the Series 2025 Public Sale Bonds; (b) solicit bids for and approve the purchase of a municipal bond insurance policy for any series of the Series 2025 Public Sale Bonds if deemed economically advantageous to the County based on the advice of the County’s financial advisor for the Series 2025 Public Sale Bonds; and (c) obtain ratings on the Series 2025 Bonds.
Section 17. Authorization of Other Actions. The County Agency, Chairman of the Board of Commissioners, Chief Financial Officer and County Clerk are each hereby individually authorized to complete, execute and file any and all applications or requests for waivers with the Michigan Department of Treasury necessary to effectuate the sale and delivery of the Series 2025 Bonds as contemplated by this Ordinance, including, if necessary, an Application for State Treasurer’s Approval to Issue Long-Term Securities, in such form as shall be approved by any of such officers. The County Agency and County Treasurer are further authorized to pay any necessary fees in connection with any such applications or waivers. The County Agency, County Treasurer, Chief Financial Officer and County Clerk are each hereby individually authorized and directed to execute and deliver all other documents and certificates and to take all other actions and to make such other filings with any parties necessary or advisable to enable the sale and delivery of the Series 2025 Bonds as contemplated herein.
Section 18. Continuing Disclosure. For each series of the Series 2025 Public Sale Bonds issued pursuant to this Ordinance, the County hereby agrees, if required in connection with sale of such Series 2025 Public Sale Bonds, to enter into a continuing disclosure undertaking for the benefit of the holders and beneficial owners of such Series 2025 Public Sale Bonds pursuant to Rule 15c2-12 of the U.S. Securities and Exchange Commission, and the County Agency and the Chief Financial Officer are each hereby individually authorized to execute such undertaking prior to delivery of each series of the Series 2025 Public Sale Bonds.
Section 19. Severability; Paragraph Headings; and Conflict. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. The paragraph headings in this Ordinance are furnished for convenience of reference only and shall not be considered to be part of this Ordinance.
Section 20. Publication and Recordation. This Ordinance shall be published in full in The Flint Journal, a newspaper of general circulation in the County qualified under Michigan law to publish legal notices, promptly after its adoption, and shall be recorded in the Ordinance Book of the County and such recording authenticated by the signatures of the Chairman of the Board of Commissioners and the County Clerk.
Section 21. Effective Date. This Ordinance shall be effective immediately upon its adoption.
Adopted and signed this 24th day of September, 2025.
Signed:
Chairman, Board of Commissioners
Signed:
County Clerk
I hereby certify that the foregoing constitutes a true and complete copy of an Ordinance duly adopted by the Board of Commissioners of the County of Genesee, Michigan, at a regular meeting held on the 24th day of September, 2025, and that said meeting was conducted and public notice of said meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act 267, Public Acts of Michigan, 1976, and that the minutes of said meeting were kept and will be or have been made available as required by said Act.
I further certify that the following Commissioners were present at said meeting:________________________________________, and that the following Commissioners were absent:___________________________.
I further certify that Commissioner _________________ moved adoption of said Ordinance, and that said motion was supported by Commissioner ______________.
I further certify that the following Commissioners voted for adoption of said Ordinance:______________________, and that the following Commissioners voted against adoption of said Ordinance:__________________________.
I further certify that said Ordinance has been recorded in the Ordinance Book and that such recording has been authenticated by the signatures of the Chairman of the Board of Commissioners and County Clerk.
County Clerk