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HomeMy WebLinkAboutResolutions - 1986.05.22 - 10782Miscellaneous Resolution # 86153 May 22, 1986 BY: PLANNING & BUILDING COMMITTEE, Anne M. Hobart, Chairperson IN RE:RESOLUTION TO APPROVE MILFORD SEWAGE DISPOSAL SYSTEM EXTENSION NO. 2 CONTRACT AND TO AUTHORIZE THE ISSUANCE OF BONDS TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, the County of Oakland (the "County") has heretofore established and constructed and acquired the Milford Sewage Disposal System pursuant to the provisions of Act No. 185, Public Acts of Michigan, 1957, as amended, and pursuant to the Milford Sewage Disposal System Contract between the County and the Village of Milford (the "Village") dated as of May 1, 1965; and WHEREAS, it is now necessary to improve, enlarge and extend the Milford Sewage Disposal System by the acquisi- tion and construction of the hereinafter described Milford Sewage Disposal System Extension No. 2; and WHEREAS, by the terms of Act 342, Public Acts of Michigan, 1939, as amended ("Act 342"), the County and the Village are authorized to enter into a contract for the acquisition, construction and financing of the Milford Sewage Disposal System Extension No. 2 consisting of enlarge- ments, additions and improvements to the existing sewage treatment facilities and sanitary sewers and related facili- ties to serve the Milford Sewage Disposal District and for the payment of the cost thereof by the Village, with interest, and the County is then authorized to issue its bonds to provide the funds necessary therefor; and WHEREAS, there has been submitted to this Board of Commissioners a proposed contract between the County, by and through the County Drain Commissioner, County Agency, party of the first part, and the Village, party of the second part, which contract provides for the acquisition, construc- tion and financing of the Milford Sewage Disposal System Extension No 2 (the "project") pursuant to Act 342, which contract is hereinafter set forth in full; and WHEREAS, there has also been submitted for approval and adoption by this Board, plans, specifications and esti- mates of the cost and period of usefulness of the project; and WHEREAS, the said contract provides for the issu- ance of bonds by the County to defray part of the cost of the project, said bonds to be secured by the contractual obligation of the Village to pay to the County amounts sufficient to pay the principal of and interest on the hereinafter authorized bonds and to pay such paying agent fees and other expenses as may be incurred on account of said bonds. THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMIS- SIONERS OF OAKLAND COUNTY, MICHIGAN, as follows: 1. PLANS AND SPECIFICATIONS - ESTIMATES OF PERIOD OF USEFULNESS AND COST. The plans and specifications for the project and the estimates of $6,650,000 as the cost thereof and of 30 years and upwards as the period of useful- ness thereof, as submitted to this Board of Commissioners be and the same are hereby approved and adopted. -2- 2. APPROVAL OF CONTRACT. The Milford Sewage Disposal System Extension No. 2 Contract dated as of May 1, 1986, between the County, by and through the County Drain Commissioner, party of the first part, and the Village, party of the second part, which contract has been submitted to this Board of Commissioners, be and the same is hereby approved and adopted, and the County Drain Commissioner is hereby authorized and directed to execute and deliver the same for and on behalf of the County, in as many counter- parts as may be deemed advisable, after the contract has been executed by the appropriate officials of the Village. Said contract reads as follows: MILFORD SEWAGE DISPOSAL SYSTEM EXTENSION NO. 2 CONTRACT THIS CONTRACT, made and entered into as of the first day of May, 1986 and between the COUNTY OF OAKLAND, a county corporation in the State of Michigan (hereinafter sometimes referred to as the "County"), by and through its Drain Commissioner, County Agency, party of the first part, and the VILLAGE OF MILFORD, a village corporation located in the County (hereinafter sometimes referred to as the "Village"), party of the second part. WITNESSET H: WHEREAS, the County has heretofore established and constructed and acquired the Milford Sewage Disposal System pursuant to the provisions of Act No. 185, Public Acts of Michigan, 1957, as amended, and pursuant to the Milford Sewage Disposal System Contract between the County and the Village dated as of May 1, 1965; and WHEREAS, it is now necessary to improve, enlarge and extend the Milford Sewage Disposal System by the acquisi- tion and construction of the hereinafter described sewage disposal system improvements; and WHEREAS, pursuant to Act No. 342, Public Acts of Michigan, 1939, as amended (hereinafter sometimes referred to as "Act 342"), the Board of Commissioners of the County has heretofore, by majority vote of its members-elect, authorized and directed that there be established a County system of sewage disposal improvements and services to serve the Village, said system to be known as the "Milford Sewage Disposal System Extension No. 2" (hereinafter sometimes referred to as the "County System" or as the "System"), and has designated the Oakland County Drain Commissioner as the County Agency for the System with all powers and duties wth respect thereto as are provided by Act 342 (said Drain Commissioner being hereinafter sometimes referred to as the "County Agency" ) ; and WHEREAS, under and subject to the terms of Act 342, the County is authorized, through the County Agency, to acquire and construct the sewage disposal system improvements hereinafter described as constituting the County System, the County and the Village are authorized to enter into a contract, as hereinafter provided, for the acquisition and construction of the System by the County and for financing all or part of the cost thereof by the issuance of bonds by the County secured by the pledge of the full faith and credit of the Village to pay such cost with interest to the County in installments extending over a period not exceeding forty (40) years, and the County is authorized to issue such bonds and, if authorized by majority vote of the members- elect of its Board of Commissioners, to pledge its full faith and credit for the payment of such bonds and the interest thereon; and WHEREAS, there is an urgent need for such sewage disposal system improvements to provide the means of treating and disposing of sanitary sewage originating in the Village in order to abate pollution of the waters of the Village, County and State of Michigan, and thus to promote the health -2- and welfare of the residents thereof, which improvements would likewise benefit the County and its residents, and the parties hereto have concluded that such improvements can be most economically and efficiently provided and financed by the County through the exercise of the powers conferred by Act 342, and especially Sections 5a, 5b and 5c thereof; and WHEREAS, preliminary plans for the County System and also estimates of the cost of the System and the period of usefulness thereof have been prepared by Wade, Trim & Associates, (hereinafter sometimes referred to as the con- sulting engineers) and have been submitted to and approved by the Board of Commissioners of the County and the Council of the Village and placed on file in the office of the •County Agency, said estimates being set forth in Exhibit B hereunto attached; and WHEREAS, in order to provide for the acquisition and construction of the System by the County and the finan- cing of the cost thereof by the issuance of County bonds, and for other related matters it is necessary for the parties hereto to enter into this contract. THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE COVENANTS OF EACH OTHER, THE PARTIES HERETO AGREE AS FOLLOWS: 1. The parties hereto hereby approve and agree to the establishment, acquisition, construction and financing of the Milford Sewage Disposal System Extenion No, 2 as -3- herein provided, under and pursuant to Act 342. The Village by way of compliance with Section 29, Article VII, Michigan Constitution of 1963, consents and agrees to the establish- ment and location of the System within its corporate boundaries and to the use by the County of its streets, highways, alleys, lands, rights-of-way or other public places for the purpose and facilities of the System and any improvements, enlargements and extensions thereof, and the Village further agrees that, in order to evidence and effectuate the foregoing agreement and consent, it will execute and deliver to the County such grants of easement, right-of-way, license, permit or consent as may be requested by the County. 2. The Milford Sewage Disposal System Extension No. 2 shall consist of enlargements, additions and improve- ments to the existing sewage treatment facilities and sani- tary sewers and related facilities as shown on Exhibit A which is hereunto attached and which is hereby made a part hereof, and as are more particularly set forth in the pre- liminary plans which have been prepared and submitted by the consulting engineers which plans are on file with the County Agency and are hereby approved and adopted. The System shall be acquired and constructed substantially in accordance with the said preliminary plans and in accordance with final plans and specifications to be prepared and submitted by the consulting engineers, but variations therefrom which do not materially change the location, capacity or overall design of the System, and which do not require an increase in the total estimated cost of the System, may be permitted on the authority of the County Agency. Other variations or changes -4- may be made if approved by the County Agency and by resolu- tion of the Village Council and if provisions required by paragraph 8 hereof are made for payment or financing of any resulting increase in the total estimated cost. The estimate of cost of the System and the estimate of period of useful- ness thereof as set forth in Exhibit B are likewise hereby approved and adopted. 3. The County Agency shall take or cause to be taken all actions required or necessary, in accordance with Act 342, to procure the issuance and sale of bonds by the County, in one or more series, in whatever aggregate princi- pal amount is necessary to be so financed to defray that part of the total cost of the County System which is in excess of funds available from Federal and/or State grants or other sources. Such bonds shall be issued in anticipation of, and be payable primarily from, the payments to be made by the Village to the County as provided in this contract, and shall be secured secondarily, if so of Commissioners of the -County, by the faith and credit of the County, and the payable in annual maturities the last of voted by the Board pledge of the full said bonds shall be which shall be not more than forty years from the date thereof. 4. The County Agency shall proceed to take construction bids for the System and, subject to the sale and delivery of said bonds, enter into construction contracts with the lowest responsive and responsible bidder or bidders, procure from the contractors all necessary and proper bonds and insurance, cause the System to be constructed within a reasonable time, and do all other things required by this -5- contract and the laws of the State of Michigan and the United States of America. All certificates for required payments to contractors shall be approved by the consulting engineers before presentation to the County Agency and the latter shall be entitled to rely on such approval in making payment. The County hereby agrees that it will secure, or cause to be secured, and maintained during the period of construction adequate property damage and public liability insurance covering all facilities to be constructed pursuant to this contract. All policies and memorandums of insurance shall provide that the County and the Village shall be insured parties thereunder and shall contain a provision requiring that the Village be notified at least ten days prior to cancellation thereof. One copy of each policy and memorandum of insurance shall be filed with the Village. 5. It is understood and agreed by the parties hereto that the System is to serve the Village and not the individual property owners and users thereof, unless by special arrangement between the County Agency and the Village. The responsibility of requiring connection to and use of the System and/or providing such additional facili- ties as may be needed shall be that of the Village which shall cause to be constructed and maintained, directly or through the County, any such necessary additional facilities. The County shall not be obligated to acquire or construct any facilities other than those designated in paragraph 2 hereof. -6- 6. The Village shall pay to the County the total cost of the System (less such funds as may become available from Federal and/or State grants or from other sources), which total cost for this purpose shall include, in addition to the items of the nature set forth in Exhibit B (represen- ted by the principal amount of the bonds to be issued by the County plus such funds as may become available from Federal and/or State grants or other sources), all interest payable by the County on said bonds and all paying agent fees and other expenses and charges (including the County Agency's administrative expenses) which are payable on account of said bonds (such fees, expenses and charges being herein called "bond service charges"). Such payments shall be made to the County in annual installments which shall be due and payable at least thirty days prior to the day of the month specified in the County bonds as the annual principal maturity date thereof. Such an annual installment shall be so paid in each year if any principal and/or non-capitalized interest on said bonds falls due during the twelve-month period beginning on such principal maturity date in said year, and the amount of each installment so due and payable shall be at least sufficient to pay all such principal and/or interest thus falling due and all bond service charges then due and payable. The County Agency shall, within thirty days after delivery of the County bonds to the purchaser, furnish the Village Treasurer with a complete schedule of the principal and interest maturities thereon, and the County Agency shall also, at least thirty days before each payment is due to be made by the Village, advise the Village Treasurer of the amount payable to the County on such date. If the Village fails to make any payment to the -7- County when due, the same shall be subject to a penalty of 1% thereof for each month or fraction thereof that such amount remains unpaid after due. Failure of the County Agency to furnish the schedule or give the notice as above required shall not excuse the Village from the obligation to make payment when due. Such payments shall be made by the Village when due whether or not the System has then been completed or placed in operation. In the event that addi- tional County bonds shall be issued under the authority of this contract to defray a part of the cost of the System, the foregoing obligations shall apply to such part of the cost and to said additional bonds insofar as appropriate thereto. 7. The Village may pay in advance any amount payable to the County pursuant to this contract and in that event shall be credited therefor on future-due amounts as may be agreed by the parties hereto. The Village also may pay in advance any one or more installments or any part thereof (a) by surrendering to the County any of said County bonds of like principal amount with all future-due coupons attached thereto, or (b) by paying to the County in cash the principal amount of any County bonds which are subject to redemption prior to maturity, plus all interest thereon to the first date upon which such bonds may be called for redemption, and plus all applicable call premiums and bond service charges, and in such event the County Agency shall call said bonds for redemption at the earliest possible date. The installments or parts thereof so prepaid shall be deemed to be the installments or parts thereof falling due in the same calendar year as the maturity dates of the bonds -8- surrendered or called for redemption and bonds and coupons so surrendered or redeemed shall be cancelled. 8. In the event that it shall become necessary to increase the estimated cost of the System as hereinbefore stated, or if the actual cost of the System shall exceed the estimated cost, whether as the result of variations or changes permitted to be made in the approved plans or other- wise, then (without execution of any further contract or amendment of this contract) the Village Council may, by resolution adopted within fifteen days after the receipt of construction bids, direct that a portion of the System be deleted sufficient to reduce the total cost to an amount which shall not exceed the total estimated cost as hereinbe- fore stated by more than 5%, provided that such deletion shall not materially change the general scope, overall design and purpose of the System, or in the absence of the adoption of such a resolution the Village shall pay or procure the payment of the increase or excess in cash, or County bonds in an increased or additional amount shall (upon adoption of an authorizing resolution therefor by the Board of Commissioners) be issued to defray such increased or excess cost, to the extent that funds therefor are not available from other sources: Provided, however, that no such increase or excess shall be approved and no such increased or additional County bonds shall be authorized to be issued, nor shall the County enter into any contract for acquisition or construction of the System or any part thereof or incur any obligation for or pay any item of cost therefor, where the effect thereof would be to cause the total cost of the System to exceed by more than 5% its total estimated -9- cost as hereinbefore stated, unless the Village Council shall have previously adopted a resolution approving such increase or excess and agreeing that the same (or such part thereof as is not available from other sources) shall be paid or its payment procured by the Village in cash or be defrayed by the issuance of increased or additional County bonds in anticipation of increased or additional payments agreed to be made by the Village to the County in the manner hereinbefore provided: Provided, further, that the adoption of such resolution by the Village Council shall not be required prior to or as a condition precedent to the issuance of additional bonds by the County if the County has pre- viously issued or contracted to sell bonds to pay all or part of the cost of the System and the issuance of the additional bonds is necessary (as determined by the County) to pay such increased, additional or excess costs as are essential to completion of the System according to the plans as last approved prior to the time when the previous bonds were issued or contracted to be sold. 9. In the event that the actual cost of the System is less than the total estimated cost, then any surplus available to the County from the sale of County bonds, at the option of the Village Council, shall be used to improve, enlarge or extend the System within the Milford Sewage Disposal District, to apply upon future payments due to the County, to redeem bonds or to purchase bonds on the open market, provided that such surplus shall be used to improve, enlarge or extend the System only if authorized by the Board of Commissioners. Any such surplus may, for the purpose of improving, enlarging or extending the System, be -10- supplemented by cash payments to be made by the Village, or such improvements, enlargments or extensions may be financed entirely from such cash payments, where authorized by the Village Council. Where any such surplus is used to redeem or purchase bonds, the same shall be cancelled, and the payments thereafter required to be made by the Village to the County shall be reduced so as to reflect the resulting saving of interest and the payment required to be made in the calendar year of the stated maturity of said bonds shall be reduced by the principal amount thereof. 10. Should the Village fail for any reason to pay the County at the times specified, the amounts herein required to be paid, the Village does hereby authorize the State Treasurer or other official charged with the disburse- ment of unrestricted state funds returnable to the Village pursuant to the Michigan constitution to withhold sufficient funds to make up any default or deficiency in funds. If the full faith and credit of the County is pledged for the prompt payment of the principal of and interest on the bonds to be issued by the County and if the County is required to advance any money by reason of such pledge on account of the delinquency of the Village, the County Treasurer is hereby authorized to notify the State Treasurer to deduct the amount of money so advanced by the County from any unrestricted moneys in the State Treasurer's possession belonging to the Village and to pay such amount to the County. The foregoing shall not operate to limit the County's right to pursue any other legal remedies for the -11- reimbursement of moneys advanced on account of the default of the Village. 11. The Village, pursuant to the authorization of Section 5a of Act No. 342, hereby pledges its full faith and credit for the prompt and timely payment of its obligations expressed in this contract and each year shall levy a tax in an amount which, taking into consideration estimated delinquencies in tax collections, will be sufficient to its obligations under this contract becoming due before the time of the following year's tax collections: Provided, however, that if at the time of making its annual tax levy, the Village shall have on hand in cash other funds (including but not limited to funds from special assessments, user charges or connection fees) which have been set aside and pledged or are otherwise available for the payment of such contractual obligations falling due prior to the time of the next tax collection, then the annual tax levy may be reduced by such amount. The Village Council shall each year, at least 90 days prior to the final date provided by law for the making of the annual Village tax levy, submit to the County Agency a written statement setting forth the amount of its obligations to the County which become due and pay- able under this contract prior to the time of the next following year's tax collections, the amount of the funds which the Village has or will have on hand or to its credit in the hands of the County which have been set aside and pledged for payment of said obligations to the County, and the amount of the Village taxes next proposed to be levied for the purpose of raising money to meet such obligations. The County Agency shall review such statement promptly and, pay -12- if he finds that the proposed Village tax levy is insufficient, he shall so notify the Village Council, and the Village -hereby covenants and agrees that it will thereupon increase its levy to such extent as may be required by the County Agency. 12. No change in the jurisdication over any territory in the Village shall in any manner impair the obligations of this contract or affect the obligations of the Village hereunder. In the event that all or any part of the territory of the Village is incorporated as a new city or village or is annexed to or becomes a part of the terri- tory of another municipality, the municipality into which such territory is incorporated or to which such territory is annexed shall assume the proper proportionate share of the contractual obligations (including the pledge of full faith and credit) of the Village, which proper proportionate share shall be fixed and determined by the County Agency and shall be binding upon all parties concerned unless, within sixty (60) days after such incorporation or annexation becomes effective, the governing body of the municipality into which such territory is incorporated or to which such territory is annexed and the Village Council shall by mutual agreement and with the written approval of the County Agency fix and determine such proper proportionate share. The County Agency shall, prior to making such determination, receive a written recommendation as to the proper proportionate share from a committee composed of one representative designated by the Village Council of the Village, one designated by the governing body of the new municipality or the municipality annexing such territory, and one independent registered -13- engineer appointed by the County Agency. Each governmental unit shall appoint its representative within fifteen (15) days after being notified to do so by the County Agency and within a like time the County Agency shall appoint the engineer third member. If any such representative (other than the appointee of the County Agency) is not appointed within the time above provided, then the County Agency may proceed without said recommendation. If the committee shall not make the recommendation within forty-five (45) days after its appointment or within any extension thereof by the County Agency, then the County Agency may proceed without such recommendation. 13. This contract is contingent upon the County issuing its negotiable bonds, as herein provided, to defray such part of the total estimated cost of the System as is necessary to be financed, which bonds shall be issued under the authorization provided in Section 5a, 5b and 5c of Act 342. Interest on the bonds may be capitalized and paid from the bond proceeds for a period not exceeding the estimated construction period and one year thereafter. In the event that the bonds are not issued within three years from the date of this contract, then unless extended by mutual agree- ment it shall become null and void, except that the Village shall pay all engineering, legal and other costs and expenses theretofore incurred and shall be entitled to all plans, specifications and other engineering data and materials. 14. Upon completion of the System the County does hereby lease the same to the Village to operate and maintain the same upon the following terms and conditions: -14-- (a) The System shall be used only to serve area in the Milford Sewage Disposal District heretofore estab- lished by the Oakland County Board of Supervisors unless the area to be served thereby is enlarged by agreement between the Village and the County Agency. (b) The Village shall maintain the System in good condition. (c) The Village shall not permit the discharge into the System of any sewage in violation of the standards and regulations controlling the discharge of industrial and/or commercial type waste into the System as said standards and regula- tions may be promulgated from time to time by the Village. (d) The Village shall make and collect from the individual users of the System such charges for sewage disposal services as shall be sufficient at least to pay the cost of operating and maintaining the system and to establish a fund for replacements, improvements and major maintenance of the System. In addition, the Village may make and collect such charges to indivi- dual users as shall be necessary to pay the operating and collection costs of the Village and to provide such other funds for sewage disposal purposes as are deemed desirable. The Village shall enforce prompt payment of all such charges as the same shall become due, and the receipts from such charges shall be deposited in a separate account or enterprise fund to be established and maintained by the village. (e) The Village shall establish such charges as specified in paragraph (d) to be paid to the Village crnarterly or more often commencing with the first day of the calendar quarter in which the System is put into operation. The Village shall at all times operate, maintain and use the System and the facilities thereof in such manner as to comply fully and completely with the requirements of U.S. Public Law 92-500 and the contract of grant entered into pursuant thereto. (f) -15- The Village hereby accepts the lease of the System upon the terms and conditions herein set forth. It is further agreed with respect to the System that at all times during the operation thereof by the Village, as lessee, that it will obtain and maintain in effect adequate property damage, public liability and work- men's compensation insurance covering all facilities leased to the Village under any contract with the County now or hereafter in effect. All policies and memorandums of insurance shall provide that the County and the Village shall be insured parties thereunder and shall contain a provision requiring that the County be notified at least ten days prior to cancellation thereof. One copy of each policy and memorandum of insurance shall be filed with the County Agency. 15. The County shall have no obligation or responsibility for providing sewers or sewage disposal facilities except as herein expressly provided with respect to the acquisition of the System or as otherwise provided by contract. The Village shall have the authority and the responsibility to provide such other facilities and shall have the right to expand the facilities of the System by constructing or extending sewers or related facilities, connecting the same to the System, and otherwise improving the System. It is expressly agreed, nevertheless, that no such connection (other than individual unit tap-ins) shall be made to the System and no improvements, enlargements or extensions thereof shall be made without first securing a permit therefor from the County Agency. Any such permit may -16- be made conditional upon inspection and approval of new construction by the County Agency. It is further agreed that the System shall be used for collection and conveyance of sanitary sewage only and that the Village shall take all necessary action to prevent entry into the System of storm waters and also to prevent entry of sewage or wastes of such a character as to be injurious to the System or to the public health and safety. 16. All powers, duties and functions vested by this contract in the County shall be exercised and performed by the County Agency, for and on behalf of the County, unless otherwise provided by law or in this contract. 17. The parties hereto recognize that the holders from time to time of the bonds to be issued by the County under the provisions of Act 342, and secured by the full faith and credit pledge of the Village to the making of its payments as set forth in this contract, will have contractual rights in this contract, and it is therefore covenanted and agreed that so long as any of said bonds shall remain out- standing and unpaid, the provisions of this contract shall not be subject to any alteration or revision which would in any manner adversely affect either the security of the bonds or the prompt payment of principal or interest thereon. The right to make changes in this contract, by amendment, supple- mental contracts or otherwise, is nevertheless reserved insofar as the same do not have such adverse effect. The parties hereto further covenant and agree that they each will comply with their respective duties and obligations under the terms of this contract promptly, at the times and -17-- in the manner herein set forth, and will not suffer to be done any act which would in any way impair the contract of said bonds, the security therefor, or the prompt payment of principal and interest thereon. It is hereby declared that the terms of this contract and of any amendatory or supple- mental contract and any contract entered into pursuant hereto, insofar as they pertain to said bonds or to the payment or the security thereof, shall be deemed to be for the benefit of the holders of said bonds. 18. In the event that any one or more of the provisions of this contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, but this contract shall be construed as if such invalid, illegel or unenforceable pro- vision has never been contained herein. 19. This contract shall become effective upon its execution by each party hereto and the expiration of 45 days after the date of publication of the notice required by Section 5b of Act 342: Provided, however, that if, within the 45-day period, a proper petition is filed with the Village Clerk of the Village of Milford in accordance with the provisions of said Section Sb of Act 342 then this contract shall not become effective until approved by the vote of a majority of the electors of the Village qualified to vote and voting thereon at a general or special election. This contract shall terminate forty (40) years from the date hereof or on such earlier date as shall be mutually agreed: Provided, however, that it shall not be terminated at any -18- time prior to the payment in full of the principal of and interest on the County bonds together with all bond service charges pertaining to said bonds. This contract may be executed in several counterparts The provisions of this contract shall inure to the benefit if and be binding upon the successors and assigns of the parties hereto, IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed and delivered by the under- signed, being duly authorized by the respective governing bodies of such parties, all as of the day and year first above written. VILLAGE OF MILFORD COUNTY OF OAKLAND By: President By: By: Clerk County Drain Commissioner (County Agency) G196D/c/6 -19- 7 MILFORD SEWAGE DISPOSAL DISTRICT NOT TO SCALE LIBERTY 2i h — E '4'J 1! D LLI _LT El SCALE CANAL STREET 1- 4;) , 6 t; !Ai 1t4 Z EXISTING Lu *3.) •ILA VILLAGE 0 0 re LEGEND NEW SEWER CONSTRUCTION ANNImmisnma SEWER REHABILITATION MILFORD SEWAGE DISPOSAL SYSTEM EXTENSION NO. 2 EXHIBIT 'A' APRIL 1986 MILFORD SEWAGE DISPOSAL SYSTEM EXTENSION NO. 2 ESTIMATE OF COST CONTRACTED SERVICES - CONSTRUCTION Wastewater Treatment Plant Expansion and Improvements, and Interceptor Sewer Rehabilitation and Replacement Total Construction Cost = $5,304,000 CONTRACTED SERVICES - PROJECT DEVELOPMENT Engineering 660,000 Consulting Engineer - Design Engineering $239,000 Consulting Engineer - Construction Engineering 421,000 Financial Counsel 14,900 Bond Counsel 16,300 C.P.A. Report 3,500 Bond Prospectus 3,000 Bond Printing 1,000 Publishing 1,500 COUNTY SERVICES - PROJECT MANAGEMENT Engineering & Administration 185,000 Soil Erosion Permit (Act 347) 6,100 Right-of-Way 18,000 Construction Inspection 40,000 CONTINGENCY LESS FEDERAL GRANTS (Estimated) 396,700 TOTAL ESTIMATED PROJECT COST $6,650,000 . $3,100,000 LOCAL SHARE, BOND ISSUE REQUIRED = $3,550,000 I hereby estimate the period of usefulness of this facility to be Thirty (30) years and upwards. WADE, TRIM & ASSOCIATES, INC. By; ;://71.4211-401:0 7 -147' 4-21-86 EXHIBIT 1113" 3. AUTHORIZATION OF BONDS - PURPOSE. Subsequent to execution of the Contract by the parties thereto, bonds of the County, aggregating the principal sum of Three Million Five Hundred Fifty Thousand Dollars ($3,550,000) shall be issued and sold pursuant to the provisions of Act 342, and other applicable statutory provisions, for the purpose of defraying part of the cost of acquiring and constructing the Milford Sewage Disposal System Extension No. 2. 4. BOND DETAILS. The bonds shall be designated "Oakland County Sewage Disposal Bonds (Milford System Extension No. 2)"; shall be dated July 1, 1986; shall be numbered from 1 upwards; shall be fully registered; shall be in the denomination of $5,000 each or any integral multiple thereof not exceeding the aggregate principal amount for each maturity at the option of the purchaser thereof; shall bear interest at a rate or rates not exceeding 12% per annum to be determined upon the sale thereof payable on November 1, 1986 and semiannually thereafter on the first days of May and November in each year; and shall mature on November 1 in each year as follows: 1987 $ 50,000 1997 $175,000 1988 50,000 1998 200,000 1989 75,000 1999 225,000 1990 75,000 2000 225,000 1991 100,000 2001 250,000 1992 100,000 2002 275,000 1993 125,000 2003 300,000 1994 125,000 2004 300,000 1995 150,000 2005 300,000 1996 150,000 2006 300,000 5. PAYMENT OF PRINCIPAL AND INTEREST. The prin- cipal of and interest on the bonds shall be payable in -4- lawful money of the United States. Principal shall be payable upon presentation and surrender of the bonds to the bond registrar and paying agent as they severally mature. Interest shall be paid to the registered owner of each bond as shown on the registration books at the close of business on the 15th day of the calendar month preceding the month in which the interest payment is due. Interest shall be paid when due by check or draft drawn upon and mailed by the bond registrar and paying agent to the registered owner at the registered address. 6. PRIOR REDEMPTION. Bonds maturing prior to November 1, 1995 shall not be subject to redemption prior to maturity. Bonds maturing on and after November 1, 1995, shall be subject to redemption prior to maturity upon the terms and conditions set forth in the form of bond contained in Section 10 hereof. 7. BOND REGISTRAR AND PAYING AGENT. The County Drain Commissioner shall designate, and may enter into an agreement with, a bond registrar and paying agent for the bonds which shall be a bank or trust company located in the State of Michigan which is qualified to act in such capacity under the laws of the United States of America or the State of Michigan- The County Drain Commissioner may from time to time as required designate a similarly qualified successor bond registrar and paying agent. 8. EXECUTION, AUTHENTICATION AND DELIVERY OF BONDS. The bonds shall be executed in the name of the County by the facsimile signatures of the Chairman of the -5- Board of Commissioners and the County Clerk and authenti- cated by the manual signature of an authorized representa- tive of the bond registrar and paying agent, and the seal of - the County (or a facsimile thereof) shall be impressed or imprinted on the bonds. After the bonds and authenticated for delivery to the thereof, they shall be delivered by Commissioner or the County Treasurer to have been executed original purchaser the County Drain the purchaser upon receipt of the purchase price. Additional bonds bearing the facsimile signatures of the Chairman of the Board of Commissioners and the County Clerk and upon which the seal of the County (or a facsimile thereof) is impressed or imprinted may be delivered to the bond registrar and paying agent for authentication and delivery in connection with the exchange or transfer of bonds. The bond registrar and paying agent shall indicate on each bond the date of its authentication. 9. EXCHANGE AND TRANSFER OF BONDS. Any bond, upon surrender thereof to the bond registrar and paying agent with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the regis- tered owner or his duly authorized attorney, may, at the option of the registered owner thereof, be exchanged for bonds of any other authorized denominations of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. Each bond shall be transferable only upon the books of the County, which shall be kept for that purpose by the bond registrar and paying agent, upon surrender of such -6- bond together with a written instrument of transfer satisfac- tory to the bond registrar and paying agent duly executed by the registered owner or his duly authorized attorney. Upon the exchange or transfer of any bond, the bond registrar and paying agent on behalf of the County shall cancel the surrendered bond and shall authenticate and deliver to the transferee a new bond or bonds of any author- ized denomination of the same aggregate principal amount and maturity date and bearing the same rate of interest as the surrendered bond. If, at the time the bond registrar and paying agent authenticates and delivers a new bond pursuant to this section, payment of interest on the bonds is in default, the bond registrar and paying agent shall endorse upon the new bond the following: "Payment of interest on this bond is in default. The last date to which interest has been paid is The County and the bond registrar and paying agent may deem and treat the person in whose name any bond shall be registered upon the books of the County as the absolute owner of such bond, whether such bond shall be overdue or not, for the purpose of receiving payment of the principal of and interest on such bond and for all other purposes, and all payments made to any such registered owner, or upon his order, in accordance with the provisions of Section 5 of this resolution shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid, and neither the County nor the bond registrar and paying agent shall be affected by any notice to the contrary. The County agrees to indemnify and save PI -7 the bond registrar and paying agent harmless from and against any and all loss, cost, charge, expense, judgment or liabil- ity incurred by it, acting in good faith and without negli- gence hereunder, in so treating such registered owner. For every exchange or transfer of bonds, the County or the bond registrar and paying agent may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption 10. FORM OF BONDS. The bonds shall be in sub- stantially the following form: UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF OAKLAND OAKLAND COUNTY SEWAGE DISPOSAL BOND (Milford System Extension No. 2) INTEREST RATE MATURITY DATE OF ORIGINAL ISSUE GUS IF July 1, 1986 Registered Owner Principal Amount The County of Oakland, State of Michigan, (the "County"), acknowledges itself indebted to, and for value received, hereby promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount set forth above on the maturity date specified above, unless redeemed prior thereto as hereinafter provided, upon presentation and surrender of this bond at the bond registrar and paying agent, and to pay to the Registered Owner, as shown on the registration books at the close of business on the 15th day of the calendar month preceding the month in which an interest payment is due, by check or draft drawn upon and mailed by the bond registrar and paying agent by first class mail postage prepaid to the Registered Owner at the registered address, interest on such Principal Amount from the Date of Original Issue or such later date through which interest shall have been paid until the County's obligation with respect to the payment of such Principal Amount is discharged at the rate per annum speci- fied above. Interest is payable on the first days of May and November in each year, commencing on November 1, 1986. Principal and interest are payable in lawful money of the United States of America. This bond is one of a series of bonds aggregating the principal sum of Three Million Five Hundred Fifty Thousand Dollars ($3,550,000) issued by the County under and pursuant to and in full conformity with the Constitution and Statutes of Michigan (especially Act No. 342, Public Acts of 1939, as amended) and a bond authorizing resolution adopted by the Board of Commissioners of the County (the "Resolution") for the purpose of defraying part of the cost of acquiring and constructing the Milford Sewage Disposal System Extension No. 2. The bonds of this series are issued in anticipation of payments to be made by the Village of Milford in the aggregate principal amount of Three Million Five Hundred Fifty Thousand Dollars ($3,550,000) pursuant to a contract between the County and the Village of Milford dated as of -9- May 1, 1986. The full faith and credit of the Village of Milford have been pledged to the prompt payment of the foregoing amount and the interest thereon as the same become due. As additional security the full faith and credit of the County are hereby pledged for the prompt payment of the principal of and interest on the bonds of this series. Taxes levied by the County to pay the principal of and interest on the bonds of this series are subject to constitu- tional tax limitations. This bond is transferable, as provided in the Resolution, only upon the books of the County kept for that purpose by the bond registrar and paying agent, upon the surrender of this bond together with a written instrument of transfer satisfactory to the bond registrar and paying agent duly executed by the registered owner or his attorney duly authorized in writing. Upon the exchange or transfer of this bond a new bond or bonds of any authorized denomina- tion, in the same aggregate principal amount and of the same interest rate and maturity, shall be authenticated and delivered to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges, if any, therein provided. Bonds so authenticated and delivered shall be in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount for each maturity. The bond registrar and paying agent shall not be required to transfer or exchange bonds or portions of bonds which have been selected for redemption. Bonds maturing prior to November 1, 1995, are not subject to redemption prior to maturity. Bonds maturing on and after November I, 1995, are subject to redemption prior to maturity at the option of the County, in such order as shall be determined by the County, on any one or more inter- est payment dates on and after November I, 1994. Bonds of a denomination greater than $5,000 may be partially redeemed in the amount of $5,000 or any integral multiple thereof. If less than all of the bonds maturing in any year are to be redeemed, the bonds or portions of bonds to be redeemed shall be selected by lot. The redemption price shall be the par value of the bond or portion of the bond called to be redeemed plus interest to the date fixed for redemption and a premium as follows: 3% of the par value if called for on or after November 1, 1994, to November 1, 1998; 2% of the par value if called for on or after November 1, 1998, to November 1, 2001; 1% of the par value if called for on or after November 1, 2001, to November I, 2004; redemption but prior redemption but prior redemption but prior No premium if called for redemption on or after November 1, 2004. -10- Not less than thirty days notice of redemption shall be given to the holders of bonds called to be redeemed by mail to the registered holder at the registered address. Bonds or portions of bonds called for redemption shall not bear interest after the date fixed for redemption, provided funds are on hand with the bond registrar and paying agent to redeem the same. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of the bonds of this series, existed, have happened and have been performed in due time, form and manner as required by law, and that the total indebtedness of said County, including the series of bonds of which this bond is one, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the County of Oakland, Michigan, by its Board of Commissioners, has caused this bond to be executed in its name by facsimile signatures of the Chairman of the Board of Commissioners and the County Clerk and its corporate seal (or a facsimile thereof) to be impressed or imprinted hereon. This bond shall not be valid unless the Certificate of Authentication has been manually executed by an authorized representative of the bond regis- trar and paying agent. COUNTY OF OAKLAND (SEAL) By: By: County Clerk Chairman, Board of Commissioners CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within mentioned Resolution. Bond Registrar and Paying Agent By: Authorized Representative AUTHENTICATION DATE: ASSTGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (please print or type name, address and taxpayer identifica- tion number of transferee) the within bond and all rights thereunder and does hereby irrevocably constitute and appoint attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed The signature must be gauranteed by a commercial bank, a trust company or a brokerage firm which is a member of a major stock exchange. 11. SECURITY. The bonds shall be issued in anti- cipation of payments to be made by the Village pursuant to the aforesaid contract dated as of May 1, 1986. The bonds shall be primarily secured by the full faith and credit pledge made by the Village in said contract with the County pursuant to the authorization contained in Act 342. As additional and secondary security the full faith and credit of the County are hereby pledged for the prompt payment of the principal of and interest on the bonds as the same shall become due. If the Village shall fail to make payments to the County which are sufficient to pay the principal of and interest on the bonds as the same shall become due, then an amount sufficient to pay the deficiency shall be advanced from the general fund of the County. 12. PRINCIPAL AND INTEREST FUND. There shall be established for the bonds a Principal and Interest Fund which shall be kept in a separate bank account. From the proceeds of the sale of the bonds there shall be set aside in the Principal and Interest Fund any premium and accrued interest received from the purchaser of the bonds at the time of delivery of the same. All payments received from the Village pursuant to the contract are hereby pledged for payment of the principal of and interest on the bonds and expenses incidental thereto and as received shall be placed in the Principal and Interest Fund. 13. CONSTRUCTION FUND. The remainder of the pro- ceeds of the sale of the bonds shall be set aside in a construction fund and used to acquire and construct the -13- an Obligation with the filing of said project in accordance with the provisions of the contract dated May 1, 1986. 14. APPROVAL OF MICHIGAN DEPARTMENT OF TREASURY - EXCEPTION FROM PRIOR APPROVAL. The issuance and sale of the bonds shall be subject to permission being granted therefor by the Department of Treasury of the State of Michigan or an exception from prior approval being granted by the of Treasury and the County Drain Commissioner Treasurer are hereby authorized to file of Treasury a Notice of Intent to Issue respect to the bonds and to pay, upon with the Department or County Department notice, the filing fee of $400. If an exception from prior approval is not granted the County Drain Commissioner shall make application to the Department of Treasury for permis- sion to issue and sell the bonds as provided by the terms of this resolution and for approval of the form of Notice of Sale. 15. SALE, ISSUANCE, DELIVERY, TRANSFER AND EX- CHANGE OF BONDS. The County Drain Commissioner is hereby authorized to sell the bonds at not less than 97% of par plus accrued interest in accordance with the laws of this state and to do all things necessary to effectuate the sale, issuance, delivery, transfer and exchange of the bonds in accordance with the provisions of this resolution. 16. COVENANT REGARDING H.R. 3838. The County covenants to comply with all applicable requirements of H.R. 3838 as adopted by the United States House of Representatives on December 17, 1985, unless, in the opinion of bond counsel, -14- I HER6YAPPROVETHE FOREGO!NGRESOLUTION / I/ "GiV61"-A-11-#4 Ls{ a Lid Daniel T. Murphy,k Coun aNecutiv4 2r /Da such compliance is not required in order to assure that the interest on the bonds is and will remain exempt from federal income taxation. The County Drain Commissioner and other appropriate County officials are hereby authorized to do all things necessary to assure that the interest on the bonds is and will remain exempt from federal income taxation. 17. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions insofar as they may be in conflict herewith are hereby rescinded. Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. Moved by Hobart supported by Perinoff the resolution be adopted. AYES: Webb Wilcox, Aaron, Caddell, Calandro, Doyon, Gosling, Hassberger, Hobart, R. Kuhn, Law, McConnell, Moffitt, Nelson, Olsen, Page, Perinoff, Pernick, Price, Rewold, Rowland, Skarritt. (22) NAYS: None. (0) ABSENT: Fortino, S. Kuhn, Lanni, McDonald, McPherson. (5) RESOLUTION ADOPTED. STATE OF MICHIGAN ) COUNTY OF OAKLAND ) 1, the undersigned, the County Clerk of the County of Oakland, do hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the Board of Commissioners of said County at a regular meeting held on M.p.y 29, , 1986, the original of which resolution is on file in my office. I further certify that notice of said meeting was given in accordance with the provisions of the open meetings act. CaOanty Clerk County of Oakland G9 8/d/3 -16-