ADOPTED - OCTOBER 11, 2005

ADOPTED - OCTOBER 11, 2005

Agenda Item No. 9

Introduced by the Finance Committee of the:

County Board of Commissioners
County of Ingham
State of Michigan

RESOLUTION APPROVING FIRST SUPPLEMENT TO LEASE CONTRACT
TO PERMIT REFUNDING OF CITY AND COUNTY
JOINT BUILDING AUTHORITY BONDS

RESOLUTION #05-262

A RESOLUTION TO:

· Approve First Supplement to Lease Contract to permit refunding of the
1999 City and County Joint Building Authority Bonds.

· Authorize Joint Building Authority to issue Refunding Bonds without further approval by County Board of Commissioners.

PREAMBLE

WHEREAS, the City of Lansing and County of Ingham Joint Building Authority (the “Authority”) was established by the City of Lansing, Michigan (the “City”) and the County of Ingham, Michigan (the “County”) under the provisions of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended (“Act 31”); and

WHEREAS, the Authority has previously constructed and acquired a Consolidated Courts Building (the “Project”) for use by the County and the City under the provisions of Act 31 and a Full Faith and Credit General Obligation Lease Contract dated as of July 1, 1999 among the Authority, the City, and the County (the “Lease”), and under the Lease the Authority leases the Project to the County and the City; and

WHEREAS, the Authority financed costs of the Project through issuance of its Building Authority Bonds, Series 1999 (Limited Tax General Obligation), dated as of November 1, 1999 (the “Prior Bonds”); and

WHEREAS, the Authority is authorized under Act 34, Public Acts of Michigan, 2001, as amended to issue bonds to refund outstanding bonds; and

WHEREAS, the Prior Bonds have not previously been refunded, and the County has been advised that conditions in the municipal bond market are now at a point that a portion of the Prior Bonds could be refunded to produce considerable interest savings; and

WHEREAS, it is the determination and judgment of the County Board of Commissioners that at any time conditions in the municipal bond market would permit the Authority to accomplish a net savings of debt service costs by refunding the Prior Bonds through the issuance of building authority refunding bonds, the Authority shall be authorized, on its own motion, to issue such refunding bonds and thereby permit the operation of the Project in a more economical fashion for the benefit of the citizens and the taxpayers of the County and the City; and

WHEREAS, a First Supplement to Lease to provide for such refunding has been prepared and is attached to this resolution and incorporated herein by reference (the “First Supplement to Lease”).

ADOPTED - OCTOBER 11, 2005

Agenda Item No. 9

RESOLUTION #05-262

NOW, THEREFORE, BE IT RESOLVED THAT:

1. The First Supplement to Lease as attached hereto is hereby approved for the purpose of refunding all or a portion of the Prior Bonds. The Chairperson of the County Board of Commissioners and County Clerk are authorized and directed to execute the First Supplement to Lease for and on behalf of the

County in substantially the form presented herewith with such additions or deletions as they shall, in consultation with bond counsel for the refunding bonds, determine to be appropriate.

2. If the Authority issues refunding bonds as authorized by the First Supplement to Lease then any officers, administrators, agents and attorneys of the County are authorized and directed to execute and deliver all agreements, documents and certificates and to take all other actions necessary or convenient to complete the issuance, sale, and delivery of the refunding bonds including preparation of preliminary and final official statements, application for bond ratings and municipal bond insurance, applications to or filings with the State Department of Treasury, and annual continuing disclosure undertakings.

3. All resolutions and parts of resolutions insofar as the same conflict with the provisions of this resolution are hereby rescinded.

ADOPTED - OCTOBER 11, 2005

Agenda Item No. 9

RESOLUTION #05-262

I hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the County Board of Commissioners of the County of Ingham, State of Michigan, at a Board of Commissioners’ Statutory Annual Meeting held on October 11, 2005 at 7:30 o’clock p.m., prevailing Eastern Time, 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 267.

If the above meeting was a Special meeting, I further certify that notice of said Special meeting was given to each member of the Board in accordance with the rules of procedure of the Board.

I further certify that the following Members were present at said meeting: Celentino, Copedge, Dedden, De Leon, Dougan, Hertel, Holman, Nolan, Schafer, Schor, Severino, Swope, Thomas, Vickers, Weatherwax-Grant and Grebner and that the following Members were absent: none.

I further certify that Member Dedden moved for adoption of said resolution and that Member Schafer supported said motion.

I further certify that the following Members voted for adoption of said resolution: Celentino, Copedge, Dedden, De Leon, Dougan, Hertel, Holman, Nolan, Schafer, Schor, Severino, Swope, Thomas, Vickers, Weatherwax-Grant and Grebner and that the following Members voted against adoption of said resolution: none.

____________________________________
County Clerk

FINANCE: Yeas: Dedden, Swope, Hertel, Schor, Thomas, Dougan

Nays: None Absent: None Approved 10/5/05

FIRST SUPPLEMENT TO FULL FAITH AND CREDIT GENERAL OBLIGATION
LEASE CONTRACT FOR CITY OF LANSING AND COUNTY OF INGHAM
JOINT BUILDING AUTHORITY BONDS

MADE AND EXECUTED as of _______________, 2005 by and between the CITY OF LANSING AND COUNTY OF INGHAM JOINT BUILDING AUTHORITY (the “Authority”), the CITY OF LANSING, Michigan (the “City”), and the COUNTY OF INGHAM, Michigan (the “County”) as a supplement to the Full Faith and Credit General Obligation Lease Contract dated as of July 1, 1999 among the Authority, the City, and the County (the “Lease”).

WITNESSETH:

WHEREAS, the Authority has been incorporated by the County and the City under and in pursuance of the provisions of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended (“Act 31”) for the purpose of acquiring, furnishing, equipping, owning, improving, enlarging, operating and maintaining buildings, automobile parking lots or structures, recreational facilities, stadiums, and the necessary sites therefore, together with appurtenant properties and facilities necessary or convenient for the effective use thereof, for use for any legitimate public purpose by the County and the City; and

WHEREAS, the Authority is authorized under Act 34, Public Acts of Michigan, 2001, as amended (“Act 34”) to issue bonds to refund outstanding bonds; and

WHEREAS, the Bonds have not previously been refunded, and the parties hereto have been advised that conditions in the municipal bond market are now at a point that a portion of the Bonds could be refunded to produce considerable interest savings; and

WHEREAS, it is the determination and judgment of the County, the City, and the Authority that at any time conditions in the municipal bond market would permit the Authority to accomplish a net savings of debt service costs by refunding the Bonds through the issuance of building authority refunding bonds, the Authority shall be authorized, on its own motion, to issue such refunding bonds and thereby permit the operation of the Project in a more economical fashion for the benefit of the citizens and the taxpayers of the County and the City; and

WHEREAS, as a prerequisite to financing the refunding of all or a portion of the Bonds through the authorization and issuance of Building Authority Refunding Bonds (the “Refunding Bonds”) it is necessary for the parties hereto to enter into this First Supplement to Lease.

IT IS, THEREFORE, AGREED BY AND BETWEEN THE PARTIES HERETO, in consideration of the premises and the covenants of each other, that the Lease be supplemented as follows:

1. In the event that it becomes possible to accomplish a net savings of debt service costs and consequently reduce the Cash Rental payments payable by the County and the City for lease of the Project through the issuance of Refunding Bonds, the Authority shall be authorized, on its own motion, to issue such Refunding Bonds in one or more series, and the aggregate Cash Rental to be paid by the County and the City under the Lease shall automatically be decreased to equal an amount sufficient to pay all principal of and interest on the Bonds and such Refunding Bonds when due.

In the event any Refunding Bonds are issued, the duties and obligations of the Authority, the County, and the City as expressed and set forth in the Lease shall be applicable to such Refunding Bonds as well as the Bonds, it being at all times fully recognized and agreed that the County’s designated share of Cash Rentals as specified in Section 7 of the Lease, and the City’s designated share of Cash Rentals as specified in Section 8 of the Lease, shall be based upon the total amount of bonds issued to finance or refinance the costs of the Project.

The County, the City, and the Authority hereby confirm that the County’s designated share of each Cash Rental (the principal payment of and interest payment on the Bonds and the Refunding Bonds) shall be 46.15%, and the City’s designated share of the Cash Rental shall be 53.85%. The County and the City each hereby covenant and agree that each year they will provide sufficient moneys from their general funds as a first budget obligation to pay such Cash Rental, and each hereby confirm their pledge of their full faith and credit for payment of the Cash Rental and their agreement to levy each year such ad valorem taxes as shall be necessary for the payment of such cash rental subject to existing constitutional, statutory, and charter limitations.

The Authority shall, within thirty (30) days after the delivery of any series of Refunding Bonds, furnish the County and the City with a complete schedule of said principal installments and interest amounts and due dates. The failure to give such notice shall not, however, excuse the making of required payments when due under the provisions hereof.

The Authority shall, within thirty (30) days after the delivery of any series of Refunding Bonds, furnish the County and the City with a transcript of closing documents delivered on the date of delivery of the Bonds, including any Non-Arbitrage and Tax Compliance Certificate.

2. Upon mutual agreement of the Treasurer of the Authority and the County Treasurer, or if required by any rating agency that has rated the Bonds or the Refunding Bonds, payment of the designated share of Cash Rentals to be made by the County shall be made directly to the transfer agent for the Bonds and/or the Refunding Bonds, as applicable, it being understood that such payment by the County shall be done from and on behalf of the Authority.

Upon mutual agreement of the Treasurer of the Authority and the City Treasurer, or if required by any rating agency that has rated the Bonds or the Refunding Bonds, payment of the designated share of Cash Rentals to be made by the City shall be made directly to the transfer agent for the Bonds and/or the Refunding Bonds, as applicable, it being understood that such payment by the City shall be done from and on behalf of the Authority.

3. The County and the City each hereby covenant that, to the extent permitted by law, they will take all actions within their control and that they shall not fail to take any action as may be necessary to maintain the exemption of interest on the Bonds and the Refunding Bonds from gross income for federal income tax purposes, including but not limited to, actions relating to the rebate of arbitrage earnings, if applicable, and the expenditure and investment of bond proceeds and moneys deemed to be bond proceeds, all as more fully set forth in the Non-Arbitrage and Tax Compliance Certificate delivered on the date of delivery of the Bonds and to be delivered on the date of delivery of any Refunding Bonds.

4. Stauder, Barch & Associates, Inc. shall be retained as Financial Consultant to assist the Authority in preparation and planning for the marketing and sale of the Refunding Bonds. Miller, Canfield, Paddock and Stone, P.L.C. shall be retained to act as bond counsel for the Refunding Bonds notwithstanding the periodic representation by Miller Canfield of various underwriting firms, financial institutions, and other potential participants in the bond financing process for unrelated projects, any of which might offer to purchase the bonds or to act as Transfer Agent for the Refunding Bonds.

5. The Authority will select a Transfer Agent, Escrow Agent, Verification Agent, and other professionals to serve the Authority in connection with issuance of the Refunding Bonds and payment of the Prior Bonds being refunded.

6. The County and the City each hereby agree to co-operate with the Authority in preparation of preliminary and final official statements describing the Refunding Bonds, and in any application for bond ratings and municipal bond insurance. The County and the City each hereby agree to enter into a Continuing Disclosure Undertaking Agreement (the “Continuing Disclosure Undertaking Agreement”) in order to enable the underwriters of the Refunding Bonds to comply with the requirements of Rule 15c2‑12 promulgated by the Securities and Exchange Commission. In the Continuing Disclosure Undertaking Agreement, the County and the City shall agree to provide or cause to be provided, (i) certain annual financial information and operating data, including audited financial statements for the preceding fiscal year, (ii) timely notice of the occurrence of certain material events with respect to the Refunding Bonds, and (iii) timely notice of their failure to provide the required annual financial information on or before the date required in the Continuing Disclosure Agreement.

7. The County and the City each hereby agree to co-operate with the Authority in filing any application or post closing documents with the Michigan Department of Treasury which may be necessary in connection with issuance of Refunding Bonds, to execute and deliver all other agreements, documents and certificates, and to take all other actions necessary or convenient to complete the issuance, sale, and delivery of the Refunding Bonds in accordance with this First Supplement to Lease.

8. Except as specifically supplemented by the terms of this First Supplement to Lease, the terms and provisions of the Lease shall remain in full force and effect. Any rights and remedies granted to the holders of the Bonds issued pursuant to the Lease are also granted to the holders of the Refunding Bonds issued pursuant to this First Supplement to Lease.

9. This First Supplement to Lease shall inure to the benefit of and be binding upon the respective parties hereto, their successors and assigns.

10. This First Supplement to Lease shall become effective upon approval by the County Board of Commissioners of the County, the City Council of the City, and the Board of Commissioners of the Authority, and when duly executed by each party. This First Supplement to Lease may be executed in several counterparts.