RESOLUTION AUTHORIZING ISSUANCE
2003 MICHIGAN TRANSPORTATION FUND BONDS
(LIMITED TAX GENERAL OBLIGATION)
Village of Lake Orion
County of Oakland, State of Michigan
Minutes of a regular meeting of the Village Council of the Village of Lake Orion, County of Oakland, State of Michigan, held in the Council Chambers in the Village on the 14th day of April, 2003, at 7:30 o’clock p.m., Eastern Daylight Time.
PRESENT: Members: Tom Albert, Douglas L. Dendel, Robert Hollenbeck, Charlotte A. Patton, Ken Van Portfliet, President William E. Siver and President Pro Tem Harry K. Stephen
ABSENT: Members: None
The following preamble and resolution were offered by Member Stephen and supported by Member Van Portfliet:
WHEREAS, this Village Council of the Village of Lake Orion, County of Oakland, State of Michigan (the “Village”), does hereby determine that it is necessary to acquire and construct certain improvements to the North Share Bridge in the Village (the “Improvements”); and
WHEREAS, the cost of the Improvements is estimated to be not less than Three Hundred Seventy-Five Thousand Dollars ($375,000); and
WHEREAS, to finance part of the cost of the Improvements the Village Council deems it necessary to borrow the sum of One Hundred Seventy-Five Thousand Dollars ($175,000) and issue bonds therefor as authorized by the provisions of Act 175, Public Acts of Michigan, 1952, as amended (“Act 175”); and
WHEREAS, the Improvements are in accordance with the purposes enumerated in Act 51, Public Acts of Michigan, 1951, as amended (“Act 51”), the balance of the cost of the Improvements to be paid with funds available to the Village; and
WHEREAS, the revenues received by the Village from the Michigan Transportation Fund pursuant to Act 51 in the year preceding this contemplated borrowing are more than sufficient to comply with all the requirements specified in Section 4 of Act 175;
NOW, THEREFORE, BE IT RESOLVED THAT:
1 . The plans and estimates of cost of the Improvements are hereby approved and adopted.
2. The period of usefulness of the Improvements is estimated to be not less than fifteen (15) years.
3. The Village Council hereby determines to borrow the sum of One Hundred Seventy-Five Thousand Dollars ($175,000) and issue bonds of the Village therefor pursuant to the provisions of Act 175 for the purpose of providing funds to pay part of the costs of the Improvements. The balance of the costs will be paid from other monies available to the Village.
4. The bonds shall be designated 2003 MICHIGAN TRANSPORTATION FUND BONDS (Limited Tax General Obligation) (the “Bonds”) and shall consist of bonds fully registered as to principal and interest of the denominations of any multiple of $5,000 not exceeding for each maturity the maximum principal amount of the Bonds of that Maturity and numbered in order of registration. The Bonds will be dated as of May 1, 2003 and be payable on October 1st of each year as follows:
Year Amount Year Amount
2003 $10,000 2011 $10,000
2004 10,000 2012 10,000
2005 10,000 2013 15,000
2006 10,000 2014 15,000
2007 10,000 2015 15,000
2008 10,000 2016 15,000
2009 10,000 2017 15,000
2010 10,000
The Bonds shall bear interest at a rate or rates to be determined at public sale but not to exceed six percent (6%) per annum, payable on October 1, 2003, and semiannually thereafter, by check or draft mailed by the paying agent (hereafter defined) to the person or entity who or which is, as of the 15th day of the month preceding the interest payment date, the registered owner at the registered address as shown on the registration books maintained by the paying agent. The date of determination of registered owner for purposes of payment of interest as provided in this paragraph may be changed by the Village to conform to market practice in the future. The Bonds shall be sold at not less than 99%, of their par value.
The Bonds are subject to redemption prior to maturity at the times and prices and in the manner set forth in Section 9 of this resolution.
Unless waived by any registered owner of Bonds to be redeemed, official notice of redemption shall be given by the paying agent on behalf of the Village. Such notice shall be dated and shall contain at a minimum the following information: original issue date; maturity dates; interest rates; CUSIP numbers, if any; certificate numbers, and in the case of partial redemption, the called amounts of each certificate; the redemption date; the redemption price or premium; the place where Bonds called for redemption are to be surrendered for payment; and that interest on Bonds or portions thereof called for redemption shall cease to accrue from and after the redemption date. In addition, further notice shall be given by the paying agent in such manner as may be required or suggested by regulations or market practice at the applicable time but no defect in such further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed herein.
5. The Bonds shall be executed in the name of the Village with the manual or facsimile signatures of the President and the Village Clerk and shall bear the Village seal or a facsimile of the Village seal. No Bond shall be valid until authenticated by an authorized signature of the paying agent.
The Bonds shall be delivered to the paying agent for authentication and be delivered by the paying agent to the purchaser in accordance with instructions from the Treasurer of the Village upon payment of the purchase price for the Bonds in accordance with the bid therefor when accepted. Executed blank bonds for registration and issuance to transferees shall simultaneously, and from time to time thereafter as necessary, be delivered to the paying agent for safekeeping. The principal of the Bonds shall be payable at the corporate trust office of Standard Federal-Corporate and Institutional Trust, a division of LaSalle Bank National Association, Troy, Michigan (the “paying agent’) at the time the bonds are sold. In the event the Bonds are not held in book-entry only form, then the paying agent shall also act as bond registrar and transfer agent. The paying agent may be changed by the Village upon notice to bondholders not less than sixty (60) days prior to an interest payment date. The Village Treasurer is authorized to enter into an agreement with the paying agent with respect to the registration, paying and payment of the Bonds.
The Bonds may be issued in book-entry only form as one fully registered bond per maturity and, if so issued, shall be registered in the name of Cede & Co., as bondholder and nominee for The Depository Trust Company (“DTC”), New York, New York. If the Bonds are issued in book-entry only form, DTC will act as securities depository for the Bonds, and purchasers will not receive certificates representing their interest in bonds purchased. If the Bonds are issued in book-entry only form, provisions in this resolution to the contrary shall be of no force nor effect unless and until the suspension of the book-entry only system. The Village Manager, the Village Clerk and the Village Treasurer each is hereby authorized and directed to enter into the Letter of Representations with DTC in such form as determined by the Village Manager, the Village Clerk or the Village Treasurer, as the case may be, in consultation with bond counsel, to be necessary and appropriate, The paying agent is hereby authorized and directed to also enter into the Letter of Representations with DTC as agent for the Issuer. So long as the Bonds are in the book-entry-only form, the paying agent shall comply with the terms of the Letter of Representations to be entered into among the Issuer, the paying agent 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. In the event the Issuer 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 Issuer, the Issuer will notify the paying agent, whereupon the paying agent will notify DTC of the availability through DTC of the bond certificates. In such event, the Issuer shall issue and the paying agent as 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 Bonds.
6. Any Bond may be transferred upon the books required to be kept by the paying agent 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 Bond for cancellation, accompanied by delivery of a duly executed written instrument of paying in a form approved by the paying agent. Whenever any Bond or Bonds shall be surrendered for paying, the Village shall execute and the paying agent shall authenticate and deliver a new Bond or Bonds, in like aggregate principal amount. The paying agent shall require the payment by the bondholder requesting the paying of any tax or other governmental charge required to be paid with respect to the paying.
7. To provide moneys to pay the principal of and interest on the Bonds and, in accordance with the provisions of Act 175, there is hereby made an irrevocable appropriation of the amount necessary to pay the principal of and interest on the Bonds from the moneys to be derived from State collected taxes returned to the Village for highway purposes, pursuant to law. The Treasurer of the Village is directed each year that any of the principal of and interest on the Bonds remains unpaid to set aside in a separate depository account, to be designated 2003 MICHIGAN TRANSPORTATION FUND BONDS DEBT RETIREMENT FUND, sufficient moneys from revenues received during such year from the Michigan Transportation Fund pursuant to law to pay the principal of and interest on the Bonds next maturing. In the event cash or direct obligations of the United States or obligations the principal of and interest on which are guaranteed by the United States, or a combination thereof, the principal of and interest on which, without reinvestment, come due at times and in amounts sufficient to pay at maturity or irrevocable call for earlier optional redemption, the principal of, premium, if any, and interest on, the Bonds, shall be deposited in trust, this resolution shall be defeased and the owners of the Bonds shall have no further rights under this resolution except to receive payment of the principal of, premium, if ,any, and interest on the Bonds from the cash or securities deposited in trust and the interest and gains thereon and to transfer and exchange Bonds as provided in this resolution.
The Treasurer is further directed to open or create a separate depository account, to be designated 2003 MICHIGAN TRANSPORTATION FUND BONDS CONSTRUCTION FUND into which the proceeds of the Bonds, less accrued interest and premium, if any, shall be deposited, which account shall be used to pay the costs of constructing the Improvements. Proceeds remaining after completion of the Improvements shall be applied as permitted by law.
8. Pursuant to Act 175, and as additional security for the prompt payment of the principal of and interest on the Bonds, there is hereby irrevocably pledged the limited tax full faith and credit of the Village, and in the event of insufficiency of funds primarily pledged to the payment thereof, the Village covenants and agrees to pay principal of and interest on the Bonds from its general funds, including the levy of ad valorem taxes on all taxable property in the Village to the extent necessary to make such payment, subject, however, to constitutional, statutory and charter tax rate limitations.
The Village reserves the right to issue additional bonds payable from State-collected taxes returned to the Village for highway purposes within the limitations prescribed by law.
9. The Bonds shall be in substantially the following form:
Registered
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF OAKLAND
VILLAGE OF LAKE ORION
2003 MICHIGAN TRANSPORTATION FUND BOND
(LIMITED TAX GENERAL OBLIGATION)
Interest Rate Maturity Date Date of Original Issue CUSIP
October 1,___ May 1, 2003
Registered Owner:
Principal Amount: Dollars
The Village of Lake Orion, County of Oakland, State of Michigan (the “Village”), for value received, hereby promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, in lawful money of the United States of America, on the Maturity Date specified above, unless prepaid prior thereto as hereinafter provided, with interest thereon 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 October 1, 2003, and semiannually thereafter. Principal of this bond is payable at the principal corporate trust office of Standard Federal Corporate and Institutional Trust, a division of LaSalle Bank National Association, Troy, Michigan, or such other paying agent as the Village may hereafter designate by notice mailed to the registered owner hereof not less than sixty (60) days prior to any interest payment date (the “Paying Agent”). Interest on this bond is payable to the registered owner of record as of the fifteenth (15th) day of the month preceding the payment date as shown on the registration books of the Village maintained by the Paying Agent, by check or draft mailed to the registered owner at the registered address.
This bond is one of a series of bonds of even Date of Original Issue aggregating the principal sum of $175,000 issued for the purpose of defraying the costs of improvements to the North Shore Bridge in the Village in accordance with a resolution duly and regularly adopted by the Village Council of the Village on April 14, 2003 and pursuant to the provisions of Act 175, Public Acts of Michigan, 1952, as amended.
Bonds of this issue maturing in the years 2003 through 2012, inclusive, shall not be subject to redemption prior to maturity. Bonds or portions of bonds in multiples Of $5,000 of this issue maturing in the years 2013 through 2017, inclusive, shall be subject to redemption prior to maturity, at the option of the Village, in such order as the Village shall determine, on any date on or after October 1, 2012, at par plus accrued interest to the date fixed for redemption.
In case less than the full amount of an outstanding bond is called for redemption, the Paying Agent, upon presentation of the bond called for redemption, shall register, authenticate and delivery to the registered owner of record a new bond in the principal amount of the portion of the original bond not called for in the redemption.
Notice of redemption shall be given to the registered owners of bonds or portions thereof called for redemption by mailing of such notice not less than thirty (30) days prior to the date fixed for redemption to the registered address of the registered owner of record. 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 Paying Agent to redeem the bond or portion thereof.
This bond and the interest thereon are payable from the proceeds of State-collected taxes returned to the Village for highway purposes pursuant to law, or in case of insufficiency of said funds, out of the general funds of the Village, including collections of ad valorem taxes on taxable property in the Village which the Village may be authorized to levy, subject to applicable constitutional, statutory and charter tax limitations, and the resolution authorizing the bonds of this issue contains an irrevocable appropriation of the amount necessary to pay the principal of and interest on the bonds of this issue from moneys derived from such State-collected taxes so returned to the Village for highway purposes which have not been theretofore specifically allocated and pledged for the payment of indebtedness. The Village has reserved the right to issue additional bonds of equal standing and priority of lien as to said State-collected taxes within the limitations prescribed by law.
This bond is not a general obligation of the State of Michigan.
This bond is transferable only upon the books of the Village kept for that purpose at the office of the Paying 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 Paying 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 resolution authorizing the bonds of this issue, and upon the payment of the charges, if any, therein prescribed.
This bond is not valid or obligatory for any purpose until the Paying Agent’s Certificate of Authentication on this bond has been executed by the Paying Agent.
It is hereby certified and recited that all acts, conditions and things required to be done, exist and happen, precedent to and in the issuance of this bond and the series of bonds of which this is one, in order to make them valid and binding obligations of the Village, have been done, exist and have happened in regular and due form and time as required by law, and that the total indebtedness of the Village, including this bond and the series of bonds of which this is one, does not exceed any constitutional., statutory or charter debt limitation.
IN WITNESS WHEREOF, the Village of Lake Orion, County of Oakland, State of Michigan, by its Village Council, has caused this bond to be signed in, the name of said Village with the facsimile signatures of its President and its Village Clerk and a facsimile of the corporate seal to be printed hereon, all as of the Date of Original Issue.
VILLAGE OF LAKE ORION
By
President
(Seal)
And:
By
Village Clerk
[FORM OF PAYING AGENT’S CERTIFICATE OF AUTHENTICATION]
Date of Authentication:
Certificate of Authentication
This bond is one of the bonds described in the within-mentioned resolution.
STANDARD FEDERAL – CORPORATE
AND INSTITUTIONAL TRUST, a
division of LASALLE BANK
NATIONAL ASSOCIATION
Troy, Michigan
Paying Agent
By
Authorized Signatory
10. A copy of this resolution shall be published in full in the Lake Orion Review, Lake Orion , Michigan, once before this resolution becomes effective.
11. The Village shall, to the extent permitted by law, take all actions within its control necessary to maintain the exemption of the interest on the Bonds from general federal income taxation (as opposed to any alternative minimum or other indirect taxation) under the Internal Revenue Code of 1986, as amended, including, but not limited to, actions relating to any required rebate of arbitrage earnings and the expenditure and investment of Bond proceeds and moneys deemed to be Bond proceeds.
12. The Village hereby designates the Bonds as “qualified tax exempt obligations” for purpose of deduction of interest expense by financial institutions.
13. The Village Manager or Village Clerk each is hereby authorized to fix a date of sale for the Bonds, publish a notice of sale, conduct the sale, and accept the best bid received at such sale; and do all other acts and take all other necessary procedures required to effectuate the issuance, sale and delivery of the Bonds; the notice of sale of the Bonds shall, be published at least seven (7) days prior to the date of sale in The Bond Buyer, New York, New York, which notice of sale shall be in substantially the following form:
OFFICIAL, NOTICE OF SALE
$175,000
VILLAGE OF LAKE ORION
COUNTY OF OAKLAND, STATE OF MICHIGAN
2003 MICHIGAN TRANSPORTATION FUND BONDS
(LIMITED TAX GENERAL OBLIGATION)
SEALED BIDS for purchase of the above bonds will be received by the undersigned at the Offices of the Village Clerk located at 37 E. Flint St., Lake Orion, Michigan 48362-3274 on the __th day of __, 2003 until _:00 _.m., prevailing Eastern Time at which time and place said bids will be publicly opened and read. In the alternative, Facsimile Bids will be received by the undersigned for the above bonds until the same time at (248) 693-5874. Sealed Bids or Facsimile Bids will also be received simultaneously and publicly opened and read at the offices of Bendzinski & Co., Municipal Finance Advisors, 607 Shelby, Suite 600, Detroit, Michigan 48226-3206 and at (313) 961-8220. The Bids will be awarded to the successful bidder no later than 7:30 p.m. on that date.
ELECTRONIC BIDS: Electronic bids will also be received on the same date and until the same time by Bidcomp/Parity as agent of the undersigned. Further information about Bidcomp/Parity, including any fee charged, may be obtained from Bidcomp/Parity, Anthony Leyden or CLIENT SERVICES, 40 West 23rd Street, 5th Floor, New York, New York 10010, (212) 404-8103. NO ELECTRONIC BID WILL BE ACCEPTED UNLESS THE BIDDER HAS SUBMITTED A FINANCIAL SURETY BOND IN THE AMOUNT DESCRIBED IN THE SECTION CAPTIONED “GOOD FAITH” BELOW.
BOND DETAILS: The bonds will be registered bonds of the denomination of $5,000 or multiples thereof not exceeding for each maturity the maximum principal amount of that maturity, originally dated as of May 1, 2003, numbered in order of registration, and will bear interest from their date payable on October 1, 2003 and semiannually thereafter.
The bonds will mature on the 1st day of October in each of the years, as follows:
Year Amount Year Amount
2003 $10,000 2011 10,000
2004 10,000 2012 10,000
2005 10,000 2013 15,000
2006 10,000 2014 15,000
2007 10,000 2015 15,000
2008 10,000 2016 15,000
2009 10,000 2017 15,000
2010 10,000
PRIOR REDEMPTION OF BONDS: Bonds maturing in the years 2003 to 2012, inclusive, shall not be subject to redemption prior to maturity. Bonds or portions of bonds in multiples of $5,000 maturing in the years 2013 to 2017, inclusive, shall be subject to redemption prior to maturity, at the option of the Village, in any order of maturity and by lot within any maturity, on any date on or after October 1, 2012, at par and accrued interest to the date fixed for redemption.
In case less than the full amount of an outstanding bond is called for redemption, the transfer agent, upon presentation of the bond called for redemption, shall register, authenticate and deliver to the registered owner of record a new bond in the principal amount of the portion of the original bond not called for redemption.
Notice of redemption shall be given to the registered owner of any bond or portion thereof called for redemption by mailing of such notice not less than thirty (30) days prior to the date fixed for redemption to the registered address of the registered owner of record. A bond or portion thereof so called for redemption shall not bear interest after the date fixed for redemption provided funds are on hand with the transfer agent to redeem said bond or portion thereof.
INTEREST RATE AND BIDDING DETAILS: The bonds shall bear interest at rate or rates not exceeding 6% per annum, to be fixed by the bids therefor, expressed in multiples of 1/8 or 1/20 of 1%, or both. The interest on any one bond shall be at one rate only and all bonds maturing in any one year must carry the same interest rate. The difference between the highest and lowest interest rates bid shall not exceed two percent (2%) per annum. No proposal for the purchase of less than all of the bonds or at a price less than 99% of their par value will be considered.
BOOK-ENTRY ONLY: The bonds will be issued in book-entry only form as one fully registered bond per maturity and will be registered in the name of Cede & Co., as bondholder and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the bonds. Purchase of the bonds will be made in book-entry-only form, in the denomination of $5,000 or any multiple thereof. Purchasers will not receive certificates representing their interest in bonds purchased.
TRANSFER AGENT AND REGISTRATION: Principal shall be payable at the principal corporate trust office of Standard Federal-Corporate and Institutional Trust, a division of LaSalle Bank National Association, Troy, Michigan, or such other transfer agent as the Village may hereafter designate by notice mailed to the registered owner of record not less than 60 days prior to an interest payment date. Interest shall be paid by check mailed to the registered owner of record as shown on the registration books of the Village as of the 15th day prior to an interest payment date. The bonds will be transferred only upon the registration books of the Village kept by the transfer agent.
PURPOSE AND SECURITY: The bonds are being issued pursuant to the provisions of Act 175, Public Acts of Michigan, 1952, as amended (the “Act”), for the purpose of defraying costs of acquiring and constructing certain improvements to the North Shore Bridge in the Village and are issued in anticipation of Michigan Transportation Fund (the “Fund’) payments from the State of Michigan to be received by the Village. The bonds are not general obligations of the State of Michigan. The bonds will pledge the limited tax full faith and credit of the Village as additional security for payments of the principal and interest thereon. If the payments from the Fund are insufficient to pay the principal of and interest on the bonds, then the Village is obligated to make such payments as a first budget obligation from its general funds, including any collections of ad valorem taxes it may be authorized to levy, but the ability of the Village to levy such taxes is subject to constitutional, statutory and charter tax rate limitations. The Village has the right to issue additional bonds payable from Fund payments within the limitations prescribed by law. The rights or remedies of bondholders may be affected by bankruptcy, insolvency, fraudulent conveyance or other laws affecting creditors’ rights generally, now existing or hereafter enacted, and by the application of general principles of equity, including those relating to equitable subordination.
GOOD FAITH: A certified or cashier’s check drawn upon an incorporated bank or trust company or a Financial Surety Bond, in the amount of $1,750, and payable to the order of the Treasurer of the Village is required for each bid as a guaranty of good faith on the part of the bidder, to be forfeited as liquidated damages if such bid be accepted and the bidder falls to take up and pay for the bonds. If a check is used, it must accompany each bid. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Michigan and such Bond must be submitted to Bendzinski & Co., Municipal Finance Advisors, prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose good faith deposit is guaranteed by such Financial Surety Bond. If the bonds are awarded to a bidder utilizing a Financial Surety Bond, then that purchaser (the “Purchaser”) is required to submit its good faith deposit to the Village or its financial advisor in the form of a cashier’s check (or wire transfer such amount as instructed by the Village or its financial advisor) not later than Noon, Prevailing Eastern Time, on the next business day following the award. If such good faith deposit is not received by that time, the Financial Surety Bond may be drawn upon by the Village to satisfy the good faith deposit requirement. The good faith deposit will be applied to the purchase price of the bonds. In the event the Purchaser fails to honor its accepted bid, the good faith deposit will be retained by the Village. No interest shall be allowed on the good faith check and checks of the unsuccessful bidders will be returned to each bidder’s representative or by overnight courier service. The good faith check of the successful bidder will be cashed and payment for the balance of the purchase price of the bonds shall be made at the closing.
AWARD OF BONDS: The bonds will be awarded to the bidder whose bid produces the lowest true interest cost determined in the following manner: the lowest true interest cost will be the single interest rate (compounded on __, 2003 and semi-annually thereafter) necessary to discount the debt service payments from their respective payment date to __, 2003, in an amount equal, to the price bid, excluding accrued interest.
TAX MATTERS: In the opinion of bond counsel, assuming compliance with certain covenants, interest on the bonds is excluded from gross income for federal income tax purposes as described in the opinion, and the bonds and interest thereon are exempt from all taxation in the State of Michigan except inheritance and estate taxes and taxes on gains realized from the sale, payment or other disposition thereof. The successful bidder will be required to furnish, prior to the delivery of the bonds, a certificate in a form acceptable to bond counsel as to the “issue price” of the bonds within the meaning of Section 1273 of the Internal Revenue Code of 1986.
“QUALIFIED TAX EXEMPT OBLIGATIONS”: The Village has designated the bonds as “qualified tax exempt obligations” for purposes of deduction of interest by financial institutions.
LEGAL OPINION: Bids shall be conditioned upon the approving opinion of Miller, Canfield, Paddock and Stone, P.L.C., attorneys or Detroit, Michigan, a copy of which opinion will be furnished without expense to the purchaser of the bonds at the delivery thereof. The fees of Miller, Canfield, Paddock and Stone, P.L.C. for services rendered in connection with such approving opinion are expected to be paid from bond proceeds. Except to the extent necessary to issue its approving opinion as to validity of the above bonds, Miller, Canfield, Paddock and Stone, P.L.C. has not been requested to examine or review and has not examined or reviewed any financial documents, statements or materials that have been or may be furnished in connection with the authorization, issuance or marketing of the bonds, and accordingly will not express any opinion with respect to the accuracy or completeness of any such financial documents statements or materials.
DELIVERY OF BONDS: The Village will furnish bonds ready for execution at its expense. Bonds will be delivered without expense to the purchaser in Detroit, Michigan, or such other place to be agreed upon. The usual closing documents, including a certificate that no litigation is pending affecting the issuance of the bonds, will be delivered at the time of delivery of the bonds. If the bonds are not tendered for delivery by twelve o’clock noon, prevailing Eastern Time, on the 45th day following the date of sale, or the first business day thereafter if said 45th day is not a business day, the successful bidder may on that day, or any time thereafter until delivery of the bonds, withdraw his proposal by serving notice of cancellation, in writing, on the undersigned in which event the Village shall promptly return the good faith deposit. Payment for the bonds shall be made in Federal Reserve Funds. Accrued interest to the date of delivery of the bonds shall be paid by the purchaser at the time of delivery.
CUSIP NUMBERS: It is anticipated that CUSIP identification numbers will be printed on the bonds, but neither the failure to print such numbers on any bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the bonds in acco
