March 15, 2016 | Barry County Road Commission

The regular meeting of the Barry County Road Commission was called to order at 7:30 A.M. by Chairman Fiala

Members present: Fiala, Solmes, Dykstra and Managing Director Bradley Lamberg.

The agenda for March 15, 2016 was approved.

The minutes of March 1, 2016 were approved as printed.

______________________________________________________________________________

Motion was made and seconded to approve payroll for payment.

ROLL CALL: Yeas, Fiala, Solmes, & Dykstra

Nays, None

Motion Carried

CHECK NAME AMOUNT

3/10/16 Barry County Road Commission $103,568.19

_____________________________________________________________________________

Motion was made and seconded to approve the bills for payment.

ROLL CALL: Yeas, Fiala, Solmes, & Dykstra

Nays, None

Motion Carried

Check Name Amount

3/10/16

35579	Advanced Water Solutions	390.00
35580	AIS Const Equip Corp	2,380.91
35581	Alta Construction Equipment	126.92
35584	American Express	41,891.04
35585	Bert Keeler	380.00
35586	Brad Lamberg	80.00
35587	Brandy Casey	80.00
35588	C & N Supply	60.07
35589	Caitlin Slezak	25.00
35590	Calhoun Foundry Company, Inc.	1,747.10
35591	Charles Benedict	552.54
35592	Chris BeBeau	80.00
35593	City Of Hastings	715.98
35594	Consumers Energy	13.08
35595	Consumers Energy	30.00
35596	Dale Dukes & Sons, Inc.	110,755.00
35597	Dic Craven	151.54
35598	Douglas Peck	80.00
35599	Dr. Hooks, Inc.	39.39
35600	Floyd’s Electric Service Inc	510.00
35601	Gary Vandecar	604.71
35602	Gerald Cisler	552.54
35603	Guardian Alarm Company	93.44
35604	Hastings Ace Hardware	51.97
35605	Hastings Banner	132.48
35606	Helen Ames	25.00
35607	Howard Hostetler	552.54
35608	Jack Kineman	552.54
35609	Jake Welch	80.00
Check	Name	Amount
35610	Jim Beebe	25.00
35611	Jodi Coyne	25.00
35612	Keith Vanderheide	15.89
35613	Kendall Pranshka	276.28
35614	Kenneth Hurless	276.28
35615	Kenneth Keller	25.00
35616	Ketchum Machine Co	649.00
35617	Larry Maupin	604.71
35618	Lawrence Barry	270.00
35619	Les’s Sanitary Service	100.00
35620	Mark Weeks	340.00
35621	Neal’s Truck Parts	4,171.96
35622	Neopost USA Inc.	273.00
35623	O’Reilly Auto Parts	19.99
35624	Patricia Walton	25.00
35625	Patricia Wolf	276.28
35626	Purity Cylinder Gases Inc	1,165.60
35627	Radio Communications Inc.	2,272.40
35628	Ray McConnon	25.00
35629	Richard Raymond	552.54
35630	Rick and Marty Thompson	25.00
35631	Road Equipment Parts	1,035.14
35632	Robert Baines	75.78
35633	Robert Nagel	552.54
35634	Robert Richardson	80.00
35635	Robert Slocum	577.54
35636	Scott Bond	80.00
35637	Scott Schantz Jr.	30.00
35638	Spotless Auto Lube & Wash	76.95
35639	State Installation & Service	1,363.05
35640	State Wire & Terminal	324.43
35641	Tractor Supply Company	44.84
35642	Truck & Trailer Specialties	9,142.95
35643	Vermeer Of Michigan Inc	114.87
35644	Verns Repair & Sport	128.96
35645	Wayne Roush	552.54
		188,327.31

_____________________________________________________________________________

Motion was made and seconded to authorize Chairman Fiala to sign the annual Act 51 Certification Maps to be sent to the Michigan Department of Transportation

ROLL CALL: Yeas, Fiala, Solmes, & Dykstra

Nays, None

Motion Carried

______________________________________________________________________________

Motion was made and seconded to hire SME out of Grand Rapids, Michigan to do the 2016 Material Testing.

ROLL CALL: Yeas, Fiala, Solmes, & Dykstra

Nays, None

Motion Carried

Fee Schedule filed in Board Minutes Letter and Petitions file.

Motion was made and seconded WHEREAS, Act 143 of the Public Acts of Michigan of 1943, as amended (“Act 143”), authorizes the Board of County Road Commissioners of the County of Barry (the “Board”) to borrow in anticipation of future Michigan Transportation Fund monies to be derived from State-collected taxes, including gasoline and weight taxes and returned to the County of Barry (the “County”) for County road purposes (the “Taxes”) and to issue its Notes in anticipation of the collection thereof; and

WHEREAS, the Board of Commissioners of the County of Barry, by resolution adopted February 23, 2016 (the “County Resolution”), has authorized the borrowing of such funds in accordance with the provisions of Act 143.

NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:

Purpose; Authorization Security. The Board shall borrow for the purpose of defraying the cost of County road improvements consisting of the construction, improvement, maintenance and repair of County highways and related general County road purposes permitted by Act 143, and more specifically described in Exhibit A hereto (the “Project”), the sum of Four Million Five Hundred Thousand Dollars ($4,500,000), and issue its Michigan Transportation Fund Notes, Series 2016 (the “Notes”) in anticipation of the collection of Taxes.

An irrevocable appropriation of a sufficient amount of the Taxes which have not been heretofore specifically allocated for other purposes be, and is, hereby made to pay the principal of and interest on the Notes, and the Taxes so appropriated are hereby pledged for the payment of the principal of and interest on the Notes. The Notes shall not be a general obligation of the County.

Terms of Notes. The Notes shall be dated as of the date of delivery to the initial purchaser thereof, shall bear interest at a rate or rates not to exceed 6.00% per annum to be determined upon the competitive sale thereof, payable on August 1, 2016, and semi-annually thereafter on each February 1 and August 1, until payment of the principal hereof has been made or duly provided for. The Notes shall be issued in substantially the form and tenor as set forth in Exhibit B attached hereto, shall be in denominations of $5,000 or multiples thereof up to the amount of a single maturity, shall be issued in one or more series, shall be numbered from 1 upwards in order of authentication of each series, shall be fully registered and shall be due and payable on August 1 each year and in the amounts as follows:

Date of Maturity Principal Date of Maturity Principal

August 1 Amount August 1 Amount

2017 $300,000 2022 $475,000

2018 $350,000 2023 $500,000

2019 $400,000 2024 $525,000

2020 $400,000 2025 $550,000

2021 $450,000 2026 $550,000

The Notes shall not be sold for less than 100% of par value, nor more than 102% of par value.

Notwithstanding the foregoing or any other provision of this resolution, the Chairman of the Board and the Managing Director, acting on the written recommendation of Bendzinski & Co., as municipal advisor to the Board (the “Municipal Advisor”) with respect to the Notes, are hereby authorized to adjust the final terms of the Notes set forth herein to the extent necessary or convenient to complete the transactions authorized herein, and in pursuance of the foregoing are authorized to exercise the authority and make the determinations authorized pursuant to Section 315(1)(d) of Act 34 including, but not limited to, determinations regarding prices, maturities, principal amounts, denominations, dated dates, dates of issuance, interest payment dates, redemption rights, designation of series, and other matters, it being understood that any such adjustment in the final bond

terms made by the Chairman of the Board and Managing Director shall be made in anticipation of and preparation for the competitive sale of the Notes, that the rates of interest payable on the Notes shall be determined upon the competitive sale of the Notes and that the principal amount of the Notes, as adjusted shall not in the aggregate exceed $4,500,000.

The Notes may be issued in book-entry only form as one note per maturity fully registered in the name of Cede & Co., as noteholder and nominee for The Depository Trust Company (“DTC”), New York, New York. If this option is selected, DTC will act as securities depository for the Notes, purchase of the Notes will be made in book-entry only form in the denomination of $5,000 or any integral multiple thereof, and purchasers will not receive certificates representing their interest in notes purchased. If the Notes are issued in book-entry only form, provisions in this Resolution to the contrary shall be of no force or effect unless and until the suspension of the book-entry only system. The Managing Director shall determine whether the Notes shall be issued in book-entry only form, to make such changes in the form of the Notes and in the official notice of sale as shall be necessary or convenient to enable the Notes to be issued in book-entry only form, and may execute such documents as may be required to enable the Notes to be so issued.

Note Registrar; Method of Payment. The Huntington National Bank, Grand Rapids, Michigan, shall act on behalf of the Board as paying, registration and transfer agent (the “Note Registrar”). The Board reserves the right to designate an alternate financial institution to act as Note Registrar for the Notes and in such event the Board shall mail notice to all registered owners of the Notes not less than 60 days prior to the effective date of said change in Note Registrar. The Notes and the interest thereon shall be paid in lawful money of the United States of America by the Note Registrar. The principal of the Notes shall be payable upon presentation and surrender thereof at the principal office of the Note Registrar and the interest thereon shall be paid by first class mail or other acceptable method to the registered owners of record as of each January 15 with respect to payments due and payable on the immediately succeeding February 1, and as of each July 15 with respect to payments due and payable on the immediately succeeding August 1.

Redemption of Notes Prior to Maturity. The Notes maturing in the years 2017 through 2026, inclusive, shall not be subject to redemption prior to maturity.

Registration. The Notes shall be registered both as to principal and interest in substantially the form and tenor as set forth in Exhibit B attached hereto. Any individual note shall be transferable on the Note register maintained with respect to the Notes upon the surrender of the individual note together with an assignment executed by the registered owner or his or her duly authorized attorney in form satisfactory to the Note Registrar. Upon receipt of a properly assigned Note, the Note Registrar shall authenticate and deliver a new note or notes in equal aggregate principal amount and like interest rate and maturity to the designated transferee or transferees. Any individual note may likewise be exchanged for one or more other notes with the same interest rate and maturity in authorized denominations aggregating the same principal amount as the note being exchanged. Such exchange shall be effected by surrender of the individual note to be exchanged to the Note Registrar with written instructions signed by the registered owner of the individual note or his or her attorney in form satisfactory to the Note Registrar. Upon receipt of an individual note with proper written instructions the Note Registrar shall authenticate and deliver a new note or notes to the registered owner of the Note or his or her properly designated transferee or transferees or attorney. A transfer, exchange and registration of Notes shall be without expense or service charge to the registered holder except for any tax or other governmental charge required to be paid with respect to such transfer, exchange or registration. The Note Registrar shall not be required to transfer or exchange Notes or parts of Notes which have been selected for redemption.

Duties of Note Registrar. The Note Registrar shall act on behalf of the Board as paying, registration and transfer agent with respect to the Notes. In such capacity, the Note Registrar shall, upon receipt of sufficient funds from the Board, make timely payments of principal and interest on the Notes, authenticate the Notes upon their initial issuance and subsequent transfer to successive holders, act as registrar of the Notes including the preparation and maintenance of a current register of registered owners of the Notes, coordinate the transfer of individual notes between successive holders, including printing and transferring new certificates, and perform all other duties set forth in this Resolution or otherwise normally performed by paying, registration and transfer agents. All reasonable fees and expenses of the Note Registrar shall be paid by the Board.

Replacement of Notes. Upon receipt by the Note Registrar of proof of ownership of an unmatured note, or satisfactory evidence that the note has been lost, apparently destroyed or wrongfully taken and of security or indemnity which complies with applicable law and is satisfactory to the Note Registrar, the Note Registrar may deliver a new executed note to replace the note lost, apparently destroyed or wrongfully taken in compliance with applicable law. In the event an outstanding matured note is lost, apparently destroyed or wrongfully taken, the Board may authorize the Note Registrar to pay the note without presentation upon the receipt of the same documentation required for the delivery of a replacement note. The Note Registrar for each new note delivered or paid without presentation as provided above, shall require the payment by the noteholder of expenses, including counsel fees, which may be incurred by the Note Registrar and the Board in connection therewith. Any note delivered pursuant to the provisions of this Paragraph 7 in lieu of any note lost, apparently destroyed or wrongfully taken shall be of the same form and tenor and be secured in the same manner as the note originally issued.

Debt Service Fund. There shall be established and maintained on the books of the County Treasurer for the Board a fund to be designated “SERIES 2016 CAPITAL IMPROVEMENT NOTES DEBT SERVICE FUND” (the “Debt Service Fund”) for each series of the Notes. Into said fund there shall be placed (i) the accrued interest, if any, from the date of the Notes to the date of delivery thereof; (ii) capitalized interest on the Notes, if any, from the date of delivery of the Notes, and (iii) premium, if any, received at the time of delivery of said Notes. As part of the Debt Service Fund, there shall be established and maintained such subaccounts as are deemed necessary and appropriate for the proper administration of the Debt Service Fund and compliance with the requirements of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”). The principal of, premium, if any, and interest on the Notes together with the Registrar’s fee and the cost of continuing disclosure, if any, for the term of the Notes, when due shall be paid directly out of the Debt Service Fund or its subaccounts. All amounts hereby pledged to the prompt payment of the principal of and interest on the Notes shall be kept and maintained in the Debt Service Fund so long as there are any of the Notes, or interest thereon, outstanding and unpaid. After payment in full of the Notes and the interest thereon, or after provision has been made for the payment in full of the Notes and the interest thereon in the manner provided in Paragraph 21, the surplus remaining in the Debt Service Fund shall be used for such purposes as required or permitted by law.

Construction Fund. Prior to delivery and sale of the Notes, there shall be established and maintained on the books of the County Treasurer for the Board a separate account designated “SERIES 2016 CAPITAL IMPROVEMENT NOTES – CONSTRUCTION FUND” (the “Construction Fund”) for the Notes. After deducting a sum equal to the amount of any (i) accrued interest from the date of the Notes to the date of delivery thereof; (ii) capitalized interest on the Notes, if any, from the date of delivery of the Notes; and (iii) premium, if any, which sums shall be deposited in the Debt Service Fund, the balance of the proceeds of the Notes shall be deposited into the Construction Fund. The monies on deposit in the Construction Fund from time to time shall be used solely for the purpose for which the Notes were issued. No proceeds of the Notes shall be used to pay any cost not related to the Project as described in this Resolution. Any unexpended balance shall be used for such purposes as required or permitted by law including, without limitation, transfer to the Debt Service Fund for payment of principal, premium, if any, and interest on the Notes at maturity or by redemption. After completion

of the Project and disposition of remaining Note proceeds, if any, pursuant to the provisions of this Paragraph, the Construction Fund shall be closed.

Useful Life. The Project is estimated to have a period of usefulness of not less than ten (10) years.

Competitive Sale of Notes; Official Notice of Sale. The Notes shall be sold at a public sale. Sealed bids for the purchase of the Notes shall be received up to such time as shall later be determined by the Managing Director. The Managing Director shall cause an Official Notice of Sale for the Notes, substantially in the form shown on attached Exhibit C, to be published in The Bond Buyer, which is a publication printed in the English language and circulated in the State of Michigan, which carries as a part of its regular service notices of the sale of municipal bonds and notes, at least seven (7) full days before the date fixed for sale of the Notes.

Award of Sale of Notes. In accordance with Section 315(1)(d) of Act 34, the Chairman of the Board and Managing Director are hereby authorized and directed to award the sale of the Notes to the bidder whose bid produces the lowest true interest cost to the Board to be determined as set forth in the Official Notice of Sale attached hereto as Exhibit B, subject to the following:

The principal amount of the Notes shall not exceed $4,500,000.
The Notes shall mature in not more than 10 years.
The interest rate on the Notes shall not exceed six percent (6%) per annum.

Tax Covenant. The Board covenants to comply with all provisions of applicable State and Federal law to maintain the tax exempt status of the Notes, including all requirements of the Internal Revenue Code of 1986, as amended (the “Code”) necessary to assure that the interest on the Notes will be and will remain excludable from gross income for federal income taxation (as opposed to alternative minimum or other indirect taxation). The Board further covenants that the Board will make no use of the proceeds of the Notes which, if such use had been reasonably expected on the date of issuance of the Notes, would have caused the Notes to be “arbitrage bonds” as defined in Section 148 of the Code. In addition, the Board covenants to comply with all applicable provisions of the Code that must be satisfied subsequent to the issuance of the Notes in order that the interest on the Notes be excluded (or continue to be excluded) from gross income within the meaning of Section 103(a) of the Code. The Managing Director and the County Treasurer are authorized to do all things necessary to assure that the interest on the Notes will be and will remain excludable from gross income for federal income tax purposes and that the Notes will be and remain binding and valid obligations of the Board.

Investment of Funds. The County Treasurer shall keep full and complete records of all deposits to and withdrawals from the Debt Service Fund and the Construction Fund and of all investments of monies in such accounts and other transactions relating thereto. The County Treasurer is authorized to invest the monies in said accounts in any one or more lawful investments authorized for counties by law and consistent with the County investment policy.

Qualified Tax Exempt Obligation. The Notes are hereby designated as “qualified tax exempt obligations” within the meaning of Section 265(b)(3) of the Code, it being reasonably anticipated by this Board, and by the County in accordance with the County Resolution, that the aggregate amount of qualified tax exempt obligations which will be issued by the County and all subordinate entities to the County, including the Board, shall not exceed $10,000,000 during calendar year 2016.

Revised Municipal Finance Act. The Board currently meets the requirements of qualified status under Section 303(3) of Act 34, and shall comply with all applicable requirements of Act 34, including the filing of a security report and the payment of the filing fee required by Section 319 of Act 34.

Execution and Delivery of Notes. The Chairman and Secretary of the Board are authorized and directed to execute the Notes in substantially the form approved with such necessary variations, omissions, corrections and insertions as they deem appropriate and are required for and on behalf of the Board, manually or by facsimile signature for and on behalf of the Board, and, if the Board has a seal, to place thereon the Board Seal or a facsimile thereof; provided that the Notes shall be executed by the facsimile signatures of the said Chairman and Secretary only if the Notes are thereafter manually authenticated by the Note Registrar. The Chairman of the Board, the Board Secretary, and the Managing Director are authorized and directed to execute and deliver on behalf of the Board such certificates, affidavits, investment agreements or other documents or instruments, including applications for ratings or municipal bond insurance, as may be required by the initial purchaser of the Notes (the “Purchaser”), Note Counsel (as defined below), or the Board’s Municipal Advisor, or convenient to effectuate the execution and delivery of the Notes. Upon execution of the Notes, the Secretary is hereby authorized and directed to deliver or cause to be delivered the Notes to the purchaser or purchasers thereof, upon receipt by the County Treasurer of the purchase price therefor less any discount and plus any premium and accrued interest, if any, to the date of delivery. The Board shall furnish the Notes ready for execution without expense to the purchaser. The Board shall also furnish without expense to the purchaser at the time of delivery of the Notes, the approving opinion of Mika Meyers PLC, Attorneys (“Note Counsel”), Grand Rapids, Michigan, approving the legality of the Notes. The Notes will be delivered at the expense of the Board in such city as agreed upon with the purchaser thereof. The proceeds of the Notes shall be deposited into the Debt Service Fund and the Construction Fund, as provided in Paragraphs 8 and 9, above.

Official Statement. The Chairman of the Board is authorized to cause the preparation of a near final official statement and a final official statement for the Notes for the purpose of enabling compliance with SEC Rule 15c2-12 (the “Rule”), and to do all other things necessary to enable compliance with the Rule. After the award of the Notes, the Board will provide on a timely basis a reasonable number of copies of the final official statement at its expense (and such additional copies of the final official statement as reasonably requested by, and at the expense of, the successful bidder or bidders) to enable the successful bidder or bidders to comply with the Rule and the rules of the Municipal Securities Rulemaking Board.

Continuing Disclosure. The Board hereby covenants and agrees, for the benefit of the holders of the Notes to execute a Continuing Disclosure Agreement in substantially the form attached hereto as Exhibit D, as the written undertaking of the Board (the “Undertaking”) required by the Rule and to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events in accordance with the Rule. This Undertaking shall be enforceable by the holders of the Notes in the manner set forth therein and any failure by the Board to comply with the provisions of the Undertaking shall not be an event of default with respect to the Notes. The Undertaking is hereby approved in the form attached and the Chairman is hereby authorized and directed to execute the Undertaking and deliver the same for and on behalf of the Board in conjunction with the delivery of the Notes in the form approved by this Resolution together with such additions and deletions as said officers deem to be appropriate and in the best interest of the Board (in such number of counterparts as may be desirable).

Reservation of Rights. The Board reserves the right to refund the Notes, in whole or in part, prior to maturity, subject to the requirements of the Code and Act 143.

Defeasance. 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 such earlier date, if any, as the Notes are subject to redemption in full, the principal of and interest on the Notes, shall have been deposited in trust, this Note Resolution shall be defeased and the owners of the Notes shall have no further rights under this Note Resolution except to receive payment of the principal of and interest on the Notes from the cash or securities deposited in trust and the interest and gains thereon and to transfer and exchange Notes as provided herein.

All resolutions and parts of resolutions in conflict herewith shall be and the same are hereby rescinded.

ROLL CALL: Yeas, Fiala, Solmes, & Dykstra

Nays, None

Motion Carried

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Motion was made and seconded WHEREAS, the Board of County Road Commissioners of the County of Barry (the “County Road Commission”), acting pursuant to and in accordance with the provisions of Act 143 of the Public Acts of Michigan of 1943, as amended (“Act 143”), intends to construct, improve, maintain and repair County highways and roads (the “Project”) and finance the Project by issuing its notes;

WHEREAS, all or a portion of the costs of the Project will be financed through the issuance of tax-exempt notes pursuant to Act 143 in a maximum principal amount of $4,500,000 (the “Notes”); and

WHEREAS, the Road Commission expects to pay from the Road Commission fund revenues and/or Michigan Transportation Fund certain expenses of the Project prior to the issuance of the Notes, and expects to be reimbursed for such expenses from proceeds of the Notes.

NOW, THEREFORE, BE IT RESOLVED THAT:

The Road Commission makes the following declarations for the purpose of complying with the reimbursement rules of Treas. Reg. § 1.150-2 pursuant to the Internal Revenue Code of 1986, as amended (the “Reimbursement Regulations”):

The Road Commission hereby declares its official intent, and expectation, to reimburse all or a portion of the amounts so advanced by the Road Commission for the Project, as more particularly described in (b) below, with proceeds of the Notes.

The expenditures described in this paragraph (b) are for the purpose of defraying the costs of the Project including, but not limited to, construction costs, costs to acquire materials for the Project, engineering costs, and paying related issuance costs.

It is reasonably expected that the Road Commission has advanced, or will advance, funds for the Project prior to issuance of the Notes, including items exempt from the Reimbursement Regulations, from monies on hand in the Road Commission’s General Fund in the estimated amount of $1,500,000.

In accordance with Treasury Regulation 1-150-2(d)(2)(ii), and Section 148(f)(4) of the Internal Revenue Code of 1986, as amended, it is the Road Commission’s reasonable expectation that the aggregate face amount of all tax exempt notes issued or to be issued by the Road Commission in calendar year 2016 is not expected to exceed $5,000,000 and, therefore, the Notes will be issued no later than three (3) years after the date the first expenditure to be reimbursed was made.

All resolutions and parts of resolutions in conflict herewith shall be and the same are hereby rescinded.

ROLL CALL: Yeas, Fiala, Solmes, & Dykstra

Nays, None

Motion Carried

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Meeting adjourned at 8:02 A.M.

_________________________________ __________________________________

Chairman Secretary