RESOLUTION OF THE BOARD OF TRUSTEES
OF NORTHERN MICHIGAN UNIVERSITY
AUTHORIZING THE ISSUANCE AND DELIVERY
OF GENERAL REVENUE BONDS, SERIES 2008 AND
PROVIDING FOR OTHER MATTERS RELATING THERETO
WHEREAS, the Board of Trustees of Northern Michigan University (the “Board”) is a constitutional body corporate established pursuant to Article VIII, Section 6 of the Michigan Constitution of 1963, as amended, with general supervision of Northern Michigan University (the “University”) and the control and direction of all expenditures from the University’s funds; and
WHEREAS, the Board proposes to undertake the project described on Exhibit A attached hereto and made a part hereof, together with other projects to be subsequently approved by the Board and designated to be financed, in whole or in part from the proceeds of the bonds authorized hereby (collectively, the “Project”); and
WHEREAS, the Board has previously issued its General Revenue Bonds in several outstanding series (collectively, the “Prior Obligations”), and it may be appropriate and economic to refund all or any portion of the outstanding principal maturities of those Prior Obligations (the Prior Obligations, if any, to be refunded to be determined by an Authorized Officer (hereinafter defined) and to be herein called the “Bonds to be Refunded”); and
WHEREAS, in the exercise of its constitutional duties, and in order to prudently control and direct expenditures from the University’s funds, the Board determines it is necessary and desirable to authorize the issuance and delivery of the Board’s General Revenue Bonds, Series 2008 (the “Bonds”) in order to provide funds which, together with other available funds, will be used to pay a portion of the costs of the Project, all or a portion of refunding the Bonds to be Refunded, and costs related to the issuance of the Bonds and the refunding, including the costs of insurance premiums or other credit or liquidity facilities and capitalized interest, if appropriate; and
WHEREAS, a trust indenture (the “Trust Indenture”) must be entered into by and between the Board and a trustee (the “Trustee”), to be designated by an Authorized Officer (herein defined), pursuant to which the Bonds will be issued and secured; and
WHEREAS, it is necessary to authorize the Authorized Officers to negotiate the sale of the Bonds with an underwriter or group of underwriters to be selected by an Authorized Officer (collectively, the “Underwriter”) and to enter into a bond purchase agreement (the “Bond Purchase Agreement”) and, if deemed appropriate, a Remarketing Agreement (the “Remarketing Agreement”) or a Broker Dealer Agreement (the “Broker Dealer Agreement”) with the Underwriter setting forth the terms and conditions upon which the Underwriter will agree to purchase the Bonds and the interest rates thereof and the purchase price therefor; and
WHEREAS, in order to be able to market the Bonds at the most opportune time, it is necessary for the Board to authorize the President and the Vice President for Finance and Administration (each an “Authorized Officer”), or either of them, to designate the Trustee and select an Underwriter to purchase the Bonds and to negotiate, execute and deliver on behalf of the Board, the Trust Indenture, the Bond Purchase Agreement, the Remarketing Agreement or Broker Dealer Agreement, and other related documents, to establish the specific terms of the Bonds and to accept the offer of the Underwriter to purchase the Bonds, all within the limitations set forth herein; and
WHEREAS, the financing of the Project will serve proper and appropriate public purposes; and
WHEREAS, the Board has full power under its constitutional authority and supervision of the University, and control and direction of expenditures from the University funds, to acquire and construct the Project, to refund the Bonds to be Refunded, and to pay all or a portion of the costs of the acquisition, construction and installation of the Project and the refunding by issuance of the Bonds, and to pledge General Revenues for payment of the Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF NORTHERN MICHIGAN UNIVERSITY, AS FOLLOWS:
1. The Board hereby approves each component of the Project as set forth in Exhibit A attached hereto, and authorizes the Authorized Officers, or either of them to proceed with the Project and each component thereof. The Board may subsequently approve additional components of the Project and specify that such additional components shall be financed in whole or in part from the proceeds of the Bonds, upon which occurrence such components shall thereupon become components of the Project hereunder. The Board further approves the refunding of the Bonds to be Refunded and authorizes the Authorized Officers, or either of them, to select all or a portion of the Prior Obligations to constitute the Bonds to be Refunded, based on whether such refunding will produce debt service savings or a more favorable debt service structure, to fund, if deemed appropriate, a portion of the costs of the refunding from available funds of the University and the balance of such costs from the proceeds of the Bonds, and to proceed with the refunding.
2. The Board hereby authorizes the issuance, execution and delivery of the Bonds in one or more series to be designated GENERAL REVENUE BONDS, SERIES 2008 with appropriate additional or alternative series designations, if any, in the aggregate original principal amount to be established by an Authorized Officer, but not to exceed the principal amount necessary to produce proceeds of Nine Million Eight Hundred Thousand Dollars ($9,800,000), plus the amount necessary to accomplish the refunding of the Bonds to be Refunded and costs related thereto, to be dated as of the date or dates established by an Authorized Officer, for the purpose of providing funds which, together with other available funds, will be used to pay all or a portion of the costs of the Project and all or a portion of the costs of refunding the Bonds to be Refunded, if any, and to pay costs related to the issuance of the Bonds and the refunding, including the cost of bond insurance premiums and/or other credit or liquidity facilities, if appropriate, and capitalized interest on all or a portion of the Bonds for a period of time, if any, deemed appropriate by an Authorized Officer. No series of Bonds shall be issued in an amount in excess of that estimated to be sufficient to pay the costs of the components of the Project previously approved by the Board, together with costs of the refunding, if any, and costs of Bond issuance and other costs related thereto. The Bonds shall be serial Bonds or term Bonds which may be subject to redemption requirements, or both, as shall be established by an Authorized Officer, but the first maturity shall be no earlier than December 1, 2008 and the last maturity shall be no later than December 31, 2039. The Bonds may bear no interest or may bear interest at stated fixed rates for the respective maturities thereof as shall be established by an Authorized Officer, but the highest yield (computed using the stated coupon and the stated original offering price) for any maturity shall not exceed 7.0% per annum, and the Bonds may be issued in whole or in part as capital appreciation bonds, which for their term or any part thereof bear no interest but appreciate in principal amount over time at compounded rates (not in excess of 7.0% per annum) to be determined by an Authorized Officer. Alternatively, all or part of the Bonds may bear interest at a variable rate of interest for all or a portion of their term, and the variable rate of interest shall not exceed the lesser of the maximum rate permitted by law or the maximum rate, if any, to be specified in the Trust Indenture. In addition, all or part of the Bonds may be issued in related series, one of which bears interest at a variable rate and one of which bears interest at a residual rate determined by subtracting the variable rate from the fixed rate paid by the Board, but the combined rate on such Bonds, taking the two related series together, which shall be determined by an Authorized Officer, shall not exceed 7.0% per annum. The Bonds may be subject to redemption or call for purchase prior to maturity at the times and prices and in the manner as shall be established by an Authorized Officer, but no redemption premium shall exceed 3% of the principal amount being redeemed, unless the redemption price is based on a “make whole” formula, in which case no redemption premium shall exceed 12% of the principal amount being redeemed. Interest on the Bonds shall be payable at such times as shall be specified by an Authorized Officer. The Bonds shall be issued in fully registered form in denominations, shall be payable as to principal and interest in the manner, shall be subject to transfer and exchange, and shall be executed and authenticated, all as shall be provided in the Trust Indenture. The Bonds shall be sold to the Underwriter pursuant to the Bond Purchase Agreement for a price to be established by an Authorized Officer (but the Underwriter’s discount, exclusive of original issue discount, shall not exceed 0.80% of the principal amount thereof) plus accrued interest, if any, from the dated date of the Bonds to the date of delivery thereof.
In connection with the issuance of the Bonds, or in connection with the conversion of the Bonds from one interest rate mode to another, or in relation to all or any portion of any other series of the Board’s General Revenue Bonds, either of the Authorized Officers may, on behalf of and as the act of the Board, enter into an interest rate swap, cap, forward starting swap, option, swaption, rate lock or similar agreement or agreements (collectively, the “Swap Agreement”) with a counter-party or counter-parties to be selected by an Authorized Officer. Such Swap Agreement shall provide for payments between the Board and the counter-party related to interest on all or a portion of the Bonds or any other series of the Board’s General Revenue Bonds, or to indexed or market established rates. If the Swap Agreement is entered into in connection with the issuance of the Bonds, the expected effective interest rates on the Bonds, taking into account the effect of the Swap Agreement, shall be within the limitations set forth herein. Any Swap Agreement in the form of an option, swaption or forward starting swap, may, if the Bonds to which such agreement relates are not ultimately issued, be required to be terminated, with a possibility of a resulting termination payment due by the University.
Any or all of the Bonds may be made subject to tender for purchase at the option of the holder thereof. The obligation of the Board to purchase any Bonds subject to tender options may be made payable from available cash reserves of the University, subject to such limitations as may be specified in the Trust Indenture, or may be made payable from a letter of credit, line of credit or other liquidity device (the “Liquidity Device”), all as shall be determined by an Authorized Officer and provided for in the Trust Indenture. Any reimbursement obligation for draws under a Liquidity Device shall be a limited and not a general obligation of the Board, payable from and secured by a pledge of General Revenues. Either Authorized Officer is authorized to execute and deliver, for and on behalf of the Board, any agreements or instruments necessary to obtain, maintain, renew or replace, and provide for repayments under, any Liquidity Device deemed by such officer to be required for the purposes of this Resolution. Purchase obligations shall not be considered as “principal and interest requirements” hereunder. In the alternative, any or all of the Bonds may be subject to rights on behalf of the holders thereof to tender their Bonds for purchase by the market through an auction procedure, subject to a specified maximum interest rate not in excess of the lesser of the maximum rate specified by law or the rate specified in the Trust Indenture.
3. The Bonds, and the obligations of the Board under the Swap Agreement and the Liquidity Device, if any or all is or are entered into as provided herein, shall be limited and not general obligations of the Board payable from and secured by a lien on General Revenues (as shall be defined in the Trust Indenture to include generally all or a portion of the following: student tuition and other fees, housing and auxiliary revenues, unrestricted gifts and grants, unrestricted investment income, unrestricted receipts from the sales and service of educational activities, and other miscellaneous revenues, all subject to certain reductions, limitations and exceptions) and moneys, securities or other investments from time to time on deposit in certain funds created pursuant to the Trust Indenture or agreements entered into in connection with the Swap Agreement or Liquidity Device. Except as otherwise determined by an Authorized Officer, as provided below, the lien shall be on a parity basis with the liens on General Revenues securing previously issued outstanding bonds and notes of the Board.
No recourse shall be had for the payment of the principal amount of or interest or premium on the Bonds, the Swap Agreement or the Liquidity Device, or any claim based thereon, against the State of Michigan, or any member or agent of the Board (including, without limitation, any officer or employee of the University), as individuals, either directly or indirectly, nor, except as provided in the Trust Indenture, Swap Agreement or Liquidity Device, or agreements related thereto, against the Board, nor shall the Bonds and interest with respect thereto, or the Swap Agreement or Liquidity Device become a lien on or be secured by any property, real, personal or mixed of the State of Michigan or the Board, other than General Revenues and the moneys, securities or other investments from time to time on deposit in certain funds established and pledged pursuant to the Trust Indenture or agreements related to the Swap Agreement or Liquidity Device.
Notwithstanding anything herein to the contrary, any obligations of the Board under the Swap Agreement or any agreement with respect to the Liquidity Device may, if determined appropriate by an Authorized Officer, be payable and secured on a subordinated basis to the Bonds and other General Revenue obligations of the Board, or may be payable from General Revenues, but unsecured.
4. The right is reserved to issue additional bonds, notes or other obligations payable from and secured on a parity basis with the Bonds from the General Revenues, upon compliance with the terms and conditions as shall be set forth in the Trust Indenture.
5. The Authorized Officers, or either of them, are hereby authorized and directed, in the name and on behalf of the Board, and as its corporate act and deed, to select the Trustee and the Underwriter, and to negotiate, execute and deliver the Trust Indenture in such form as shall be not inconsistent herewith, and the Bond Purchase Agreement and Remarketing Agreement or Broker Dealer Agreement, if necessary, in the form as an Authorized Officer may approve, which approval shall be conclusively evidenced by the execution of the Trust Indenture, the Bond Purchase Agreement, the Remarketing Agreement or Broker Dealer Agreement, respectively, all within the limitations set forth herein.
6. The Authorized Officers, or either of them, are hereby authorized, empowered and directed, in the name and on behalf of the Board, and as its corporate act and deed, to execute the Bonds by placing his or their manual or facsimile signature or signatures thereon and, if deemed appropriate, to impress or imprint the University seal thereon, and to deliver the Bonds to the Underwriter upon payment of the purchase price therefor, as provided in the Bond Purchase Agreement.
7. The Authorized Officers, or either of them, are hereby authorized to cause the preparation of a Preliminary Official Statement and an Official Statement, and to deem such documents “final” in accordance with law. The Underwriter is authorized to circulate and use, in accordance with applicable law, the Preliminary Official Statement and the Official Statement in connection with the offering, marketing and sale of the Bonds.
8. The President, the Vice President for Finance and Administration, the Secretary of the Board and any other appropriate officer of the Board or the University are hereby authorized to perform all acts and deeds and to execute and deliver all instruments and documents for and on behalf of the University required by this Resolution, the Trust Indenture or the Bond Purchase Agreement, as necessary, expedient and proper in connection with the issuance, sale and delivery, and ongoing administration, of the Bonds, the Trust Indenture, the Swap Agreement, the Liquidity Device or the Bond Purchase Agreement, as contemplated hereby, including, if deemed appropriate, an escrow deposit agreement with an escrow agent to be designated by an Authorized Officer. Each Authorized Officer is hereby authorized to designate and empower the escrow agent or the Underwriter to subscribe for United States Treasury Obligations, State and Local Government Series, on behalf of the Issuer, as may be necessary in connection with any refunding authorized hereby. Any action required under the Trust Indenture, Bond Purchase Agreement, Swap Agreement, agreement with respect to any Liquidity Device or any other instrument related to the Bonds may be taken by and on behalf of the Board by an Authorized Officer.
9. Either Authorized Officer is authorized and directed to execute and deliver, for and on behalf of the Board, a continuing disclosure undertaking with respect to the Bonds in accordance with the requirements of Rule 15c2-12 of the United States Securities and Exchange Commission, in the form such officer deems appropriate.
10. The Vice President for Finance and Administration is hereby authorized and delegated the power to issue a declaration of intent to reimburse the University from Bond proceeds for any expenditures with respect to any component of the Project incurred prior to the issuance of the Bonds, all in accordance with Treas. Reg. 1.150-2.
11. All resolutions or parts of resolutions or other proceedings of the Board in conflict herewith are hereby repealed insofar as such conflict exists.
I hereby certify that the attached is a true and complete copy of a resolution adopted by the Board of Trustees of Northern Michigan University at a regular meeting held on December 13, 2007, and that said meeting was conducted and public notice of said meeting was given pursuant to and in full compliance with the Open Meeting 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 as follows:
1. Present at the meeting were the following Board members:
Absent from the meeting were the following Board members:
2. The following members of the Board voted for the adoption of the Resolution:
The following members of the Board voted against adoption of the Resolution:
RESOLUTION DECLARED ADOPTED.
Secretary, Board of Trustees of
Northern Michigan University
The Project consists of the following component:
1. Renovation, remodeling, refurnishing and re-equipping of Hunt Hall, a residence hall in the Quad II complex, at a currently estimated cost, exclusive of capitalized interest and bond issuance expense, of $9,600,000.