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HomeMy WebLinkAboutResolutions - 1986.10.23 - 10906REPORT October 21, 1986 BY: PLANNING AND BUILDING COMMITTEE - Anne M. Hobart, Chairperson IN RE: MISCELLANEOUS RESOLUTION #86287, SEWER, WATER AND SOLID WASTE DIVISION - HURON-ROUGE SEWAGE DISPOSAL SYSTEM TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies, and Gentlemen: The Planning and Building Committee has further reviewed the above- referenced resolution and reports with the recommendation that the resolution be adopted with the following amendment due to the fact that there are indications that the Township of Canton may not remain as a participant in the PROJECT. Attach the revised AGREEMENT to provide for an alternative PROJECT that could proceed in a timely manner if Canton Township does not participate. - After the NOW THEREFORE BE IT RESOLVED paragraph, item 6, add the following: 7. The Oakland County Board of Commissioners does hereby also approve the attached revised CONTRACT and AGREEMENT, excluding Canton Township, that will pro- vide for an alternative PROJECT in the event that Canton Township does not participate in the PROJECT. The execution of either CONTRACT and AGREEMENT shall render the other CONTRACT and AGREEMENT null and void. Mr. Chairperson, on behalf of the Planning and Building Committee, I move the acceptance of the foregoing report. PLANNING AND BUILDING COMMITTEE Committee Vote The motion carried unanimously on a roll call vote with Hassberger absent. Miscellaneous Resolution 86287 - October 9, 1986 BY: PLANNING & BUILDING COMMITTEE - Anne M. Hobart, Chairperson IN RE: SEWER, WATER & SOLID WASTE DIVISION - HURON-ROUGE SEWAGE DISPOSAL SYSTEM TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS there is an existing need to acquire additional sanitary interceptor capacity in Wayne County systems and additional transportation and treatment capacity in the City of Detroit to serve the City of Novi and the City of Wixom; and WHEREAS said improvements can be provided and financed by the County of Oakland by the County Drain Commissioner acting as County Agency through the exercise of the powers conferred by Act 342, Public Acts of Michigan, 1939, as amended; and WHEREAS the County of Oakland can, by acting in cooperation with the County of Wayne and the local units of government in the Wayne County Rouge Valley Sewage Disposal System, acquire capacity in the Rouge Valley System existing facilities and in additions thereto to be constructed by Wayne County and in part by Oakland County under the Wayne County-Oakland County, Construction, Finance, and Service Agreement, (herein the "AGREEMENT") to be dated October 31 1986 and submitted herewith; and WHEREAS the City of Novi and the City of Wixom (th2 "OAKLAND LOCAL UNITS") have approved the AGREEMENT and have authorized the County of Oakland to execute the same on their behalf and to provide documentation in the form of a contract between the County of Oakland and OAKLAND LOCAL UNITS as related to the PROJECT described in the AGREEMENT, which AGREEMENT provides for the acquisition of capacity in Wayne County and City of Detroit sewage transportation and treatment facilities, for the construction in Wayne County of additions to the Rouge Valley System, for construction in Oakland County by Oakland County of additions to and enlargements of the Huron-Rouge Sewage Disposal System, and allocates capacity and shares of cost of the additional facilities (herein the "PROJECT"); and WHEREAS it appears both necessary and desirable for Oakland County to contract with the OAKLAND LOCAL UNITS and enter into the AGREEMENT representing the City of Novi and the City of Wixom, and in said AGREEMENT, with the County of Wayne, agree to acquire the PROJECT and to construct the additional facilities, using to the extent available, federal grants and other funds as described in the AGREEMENT, and to provide for a partial transfer of capacity from the City of Novi to the City of Wixom in the existing Huron-Rouge Sewage Disposal System; and WHEREAS the acquisition of capacity in and construction of additional sewage disposal facilities will protect the public health and welfare of the citizens to be served thereby. NOW THEREFORE BE IT RESOLVED by the Board of Commissioners of Oakland County, Michigan, as follows: 1. The Board of Commissioners of the County of Oakland, Michigan, by a majority vote of its members elect, does hereby authorize and direct that the Huron-Rouge Sewage Disposal System heretofore established, be enlarged, extended, continued, maintained and operated as a sewage disposal system consisting of capacity in existing and new Wayne County and Oakland County sewage disposal facilities necessary to supply sewage disposal services to the City of Novi and to the City of Wixom. 2. The Board of Commissioners does hereby appoint the Oakland County Drain Commissioner as County Agency to implement said improvements under Act 342, Public Acts of Michigan, 1939, as amended, with all obligations incurred by the County Agency with respect to said improvements, unless otherwise authorized by the Board, to be payable from funds derived from federal grants or payments to be made by the OAKLAND LOCAL UNITS. 3. The Board of Commissioners does hereby approve the acquisition of capacity in the existing Huron-Rouge Sewage Disposal System by the City of Wixom and the acquisition of additional capacity by the City of Novi and the City of Wixom in accordance with the provisions of the CONTRACT between Oakland County the the OAKLAND LOCAL UNITS and the provisions of the AGREEMENT between Wayne County and Oakland County attached thereto. 4. The Wayne County - Oakland County Construction, Finance, and Service Agreement to be dated as of October 31 , 1986 and the North Huron Valley/Rouge Valley Wastewater Control System Contract - Oakland County to be dated October 31 , 1986, are hereby approved and the Oakland County Drain Commissioner as County Agency is hereby authorized and directed to execute said CONTRACT and AGREEMENT, as attached to this resolution, on behalf of the County of Oakland. 5. In the attached CONTRACT between Oakland County and the OAKLAND LOCAL UNITS, the referenced to the "County" in paragraph 15 thereof shall be interpreted as a reference to the "County Agency" as explained in the language of paragraph 17 of the CONTRACT. nY APPROVE THE FOREGOING :.ESOLUTION Murphy, Ce:,,,ray Execptive 6. The Oakland County Board of Commissioners does hereby designate the County Drain Commissioner acting as County Agency as the appointee from OAKLAND to the Rate Review Committee established under the provisions of paragraph 15 of the AGREEMENT between Wayne County and Oakland County attached hereto. Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANING AND BUILDING dOMPUTTEE #86287 October 23, 1986 Moved by Hobart supported by Skarritt the resolution, with Fiscal Note attached, be adopted. AYES: McPherson ) Moffitt, Olsen, Page, Perinoff, Pernick, Price, Rewold, Rowland, Skarritt, Webb, Wilcox, Aaron, Caddell, Calandro, Doyon, Fortino, Gosling, Hobart, R. Kuhn, S. Kuhn, Lanni, Law, McConnell, McDonald. (25) NAYS: None. (0) THESE PAGE(S) MISSING....... REFER TO ORIGINAL NORTH HURON VALLY/ROUGE VALLEY WASTEWATER CONTROL SYSTEM- OAKLAND COUNTY CONTRACT THIS CONTRACT, made as of the by and between the COUNTY OF OAKLAND, o Vichigan County Corporation (hereinafter called the "County") by and through its County Drain Commissioner as county agency, party of the first part, and the City of Novi, a Michioln city and the City of Wixom, a Michigan city, (hereinafter called the "municipalities"), parties of the second part. WITNESSET H; WHEREAS, the Board of Commissioners of the County of Oakland has heretofore established the Huron-Rouge Sewage Disposal System to provide sewage disposal services to areas in the County pursuant to Act 185, Public Acts of Michigan, 1957, as amended (hereinafter sometimes referred to as "Act 185 System"); and WHEREAS, the Oakland County Drain Commissioner (hereinafter sometimes referred to as the "county agency") has been designated as the county agency in connection with the construction and financing, of county sewage disposal systems pursuant to Act 342, Public Acts of Michigan, 1939, as amended (hereinafter sometimes referred to as "Act 342"); and ';.HEREAS, it is necessary for the public health to acquire and construct an interceptor sewer in Oakland County and to acquire capacity in the existing Act 185 System in Oakland County and Wayne County and to acquire capacity in interceptor sewers and other facilities to be located in Wayne County, all as shown on Exhibit "A", hereunto attached and by this reference made a part hereof (herein called the "Oakland County Project"); and WHEREAS, by the terms of Act 342, the county and the municipalities are authorized to enter into a contract for the acquisition, construction and financing of the aforementioned Oakland County Project and for the payment of the cost thereof by the municipalities, with interest, over a period of not exceeding forty (40) years, and the county is then authorized, pursuant to appropriate action of its Board of Commissioners, to issue its bonds to provide the funds therefore, secured primarily by the full faith and credit contractual obligations of the municipalities and, if the bond resolution so provides, secured secondarily by the full faith and credit of the county; and WHEREAS, Act 342 provides, in the opinion of the municipalities and the county, the fairest and most equitable means of acquiring the Oakland County Project, necessary for the public health and welfare of the residents of the county within the municipalities, at the most reasonable cost; and WHEREAS, preliminary plans and estimates of the cost and the period of usefulness of the Oakland County Project to be acquired, financed and constructed have been prepared; and WHEREAS, in order to Issue such bonds, it is necessary that the county and the municipalities enter into this contract. NOW, THEREFORE, in consideration of the premises and the covenants of each other, the parties hereto agree as follows: 1. The county and the municipalities hereby approve and agree to the acquisition, construction and financing of the Oakland County Project to serve areas in the municipalities under and pursuant to Act 342, and approve the designation of "North Huron Valley/Rouge Valley Wastewater Control System-Oakland County" as the name of said Oakland County Project. The municipalities, by way of compliance with Section 29, Article VII, Michigan Constitution of 1963, consent and agree to the establishment and location of the Oakland County Project and any extension, improvement or enlargement thereof within their respective corporate boundaries and to the use by the county of their streets, highways, alleys, lands, rights-of-way or other public places for the purpose and facilities of the Oakland County Project and any improvement, enlargement or extension thereof, and the municipalities further agree that, in order to evidence and effectuate the foregoing agreement and consent, they 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. A. The Oakland County Project shall consist of the interceptor sewers, capacity rights and related facilities described and specified on Exhibit "A" and as are more particularly set forth In preliminary plans, which plans are on file with the county agency and are hereby approved and adopted. The Oakland County Project 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 consulting engineers, but variations therefrom which do not materially change the location, capacity or overall design of the Oakland County Project, and which do not require an increase in the total estimated cost of the said project, may be permitted on the authority of the county agency. Other variations or changes may be made if approved by the county agency and by resolution of the governing bodies of the municipalities and if provisions required by paragraph 5 hereof are made for payment or financing of any resulting increase in the total estimated cost. The estimate of cost of the Oakland County Project and the estimate of period of usefulness thereof as set forth on Exhibit "B", hereunto attached and by this reference made a part hereof, are likewise hereby approved and adopted. 2. B. The acquisition by Oakland County of capacity in the existing Act 185 System located in Oakland County and Wayne County involves the use of the interceptor and related facilities of the Act 185 System in the City of Novi and in Wayne County and the county and said city hereby expressly agree to such use by the county to serve all of the municipalities party hereto. The acquisition by Oakland County of capacity in the North Huron Valley/Rouge Valley Wastewater Control System (herein called the "Wayne County System"), and in particular in the interceptors and related facilities to be located in Wayne County as components of the Wayne County System is governed by the terms and provisions of the Wayne-Oakland County Construction, Finance and Service Agreement for the North Huron Valley/Rouge Valley Wastewater Control System, dated as of , to which Oakland County is a party and the form of which has been approved by the municipalities party hereto. A copy of said Contract is attached hereto and it is sometimes referred to herein as the "Wayne Contract." The county and municipalities acknowledge that the Oakland County Project is a part of the entire "System" and "Project" described in and governed by the Wayne Contract and recognize that the terms "Local Unit" or "Local Units" as used In said Wayne Contract include, and make the terms thereof applicable to, and municipalities, expecially as said terms apply to Federal and State grants and other aspects of the acquisition and financing of the Wayne System and the Oakland County Project. 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 principal amount is necessary to be so financed to defray the total cost of the CJkland County Project. Such bonds shall be issued in anticipation of, and be payable from, the payments to be made by the municipalities to the county as provided in this contract, and the said bonds shall be payable in annual maturities the last of which shall be not more than forty years from the date thereof. 4. The county agency shall proceed to take construction bids for the portions of the Oakland County Project to be constructed and, subject to the sale and delivery of said bonds, enter into construction contracts with the lowest responsible bidder or bidders, procure from the contractors all necessary and proper bonds, cause those portions of the Oakland County Project to be constructed within a reasonable time, and do all other things required by this contract, the Wayne Contract and the laws of the State of Michigan. 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. Acquisition of the Oakland County Project shall be deemed to Include reimbursement to the county or the municipalities for funds which have been expended by the county or the municipalities in connection with he acquisition and construction of the said Oakland County Project and to include payments in cash to Wayne County as provided in the Wayne Contract. 5. In the event that it shall become necessary to increase the estimated cost of the Oakland County Project for any reason, including application of any provisions of the Wayne Contract, or if the actual cost of the said Oakland County Project shall exceed the estimated cost whether as the result of variations or changes made in the approved plans or otherwise, then (without execution of any further contract or amendment of this contract) county bonds (upon the adoption of an authorizing resolution therefor by the Board of Commissioners) shall be issued to defray such incresed or excess cost, to the extend 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 Oakland County Project 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 Oakland County Project to exceed by more than 10% the total estimated cost as hereinbefore approved, unless the governing bodies of the municipalities shall have previously adopted resolutions approving such increase or excess and agreeing that the same (or such part thereof as is not available from other sources) shall be defrayed by the issuance of increased or additional county bonds in anticipation of increased or additional payments agreed to be made by the municipalities to the county in the manner hereinafter provided: Provided, further, that the adoption of such resolutions by the governing bodies of the municipalities shall not be required prior to or as a condition predcedent to the issuance of additional bonds by the county, if the county has previously lased or contracted to sell bonds to pay all or part of the cost of the Oakland County Project and the issuance of the additional bonds is ncessary (as determined by the county) to pay such increased, additional or excess costs as are essential to completion of the said Oakland County Project according to the plans as last approved prior to the time when the previous bonds were issued or contracted to be sold. The provisions of this paragraph are intended to be parallel to and coordinated with similar provisions in the Wayne Contract which pertain to the entire System and Project of which this Oakland County Project is a part. As stated in the Wayne Contract, it is understood that the offers of and the agreements for Federal and/orState grants to provide funds for the planning, design and/or construction of the facilities of the entire System and Project as described in the Wayne Contract, including the Oakland County Project herein described, will place upon Wayne County and thereby upon Oakland County an obligation to complete as follows: "It is anticipated by the parties here- to that the PROJECT to be constructed will qualify for a segmented Federal grant in accordance with the Code of Federal Regulations, Part 40 35.2108 (40 CFR735.2108). For purposes of financing the PROJECT, it is anticipated that the PROJECT will be eligible for Federal grants with respect to segment 1, segment 2 and segment 3 in the amounts as noted on Exhibit 'E' and all parties hereby agree that the PROJECT shall be completed as required by the provisions of said 40CFR&35.2108, as now or here- after in effect." 6. The municipalities agree to pay to the county their respective shares of the cost of the Oakland County Project as hereinafter provided based upon their respective rights to capacity in the facilities of the entire System and Project in Wayne and Oakland Counties. The shares of the cost of the Oakland County Project to be paid by the municipalities are as follows: Percentage Cost Share 58.4972 41.5028 Total Community Cost apacity Share* City of Novi 20.50 cfs $7,022,000 City of Wixom 11.71 cfs $4,982,000 *Excludes Wixom reimbursement to Novi for existing interceptor capacity. 7. The cost of the Oakland County Project will be defrayed by the issuance of county bonds as provided in paragraphs 3 and 5 hereof. The municipalities hereby covenant and agree to pay their respective shares of the principal of and interest on such bonds and all paying agency and transfer 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 annual installments shall be so paid in each year if any principal 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 aggregate amount of the installments so due and payable shall be at least sufficient to pay all principal and 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 treasurer of each municiplity with a complete schedule of the principal of and interest on the bonds, and the county agency shall also, at least thirty days before each payment is due to be made by the municipalities, advise the treasurer of each aw7"ty of the amount payable to the county on such date. If a municipality fails to make any payment to the 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 municipalities from the obligation to make payments when due. Payments shall be made by the municipalities when due whether or not the Oakland County Project has then been completed or placed In operation. The foregoing obligations shall apply to all bonds issued by the county to defray the cost of the Oakland County Project. 8. If any municipality shall pay its share of the cost of the Oakland county Project or any portion thereof, prior to the Issuance of bonds, then the obligations of the municipalities shall be adjusted accordingly. A municipality may pay in advance of maturity all or any part of an annual installment due the county on the bonds by surrendering to the county bonds issued hereunder of a like principal amount maturing in the same calendar year, with all future due interest coupons attached thereto. 9. The proceeds of sale of the bonds shall be used solely and only to pay the cost of the Oakland County Project, and after completion thereof and payment of all costs in connection therewith, any surplus remaining from the sale of the bonds shall be (I) used to purchase the bonds on the open market or (2) retained by the county agency as a reserve for the payment of the bond principal and interest maturities next falling due, and in such event the contract obligations of the municipalities In respect to such bonds or such maturities shall be reduced by the principal amount of bonds so purchased or of said reserve, said reduction in case of the purchase of bonds, to be applied as to year, in accordance with the year of the maturity of the bonds so purchased. Any bonds so purchased shall be canceled. In the alternative, such surplus may be used, on request of the municipalities and approval by the Board of Commissioners of the county, to extend, enlarge or improve the Oakland County Project. 10. Each municipality, pursuant to the authorization of Section 5a of Act 342, does hereby pledge its full faith and credit for the prompt and timely payment of its obligations expressed in this contract and shall each year levy a tax in an amount which, taking into consideration estimated delinquencies in tax collections, will be sufficient to pay its obligations under this contract becoming due before the time of the following year's tax collections: Provided, however, that the annual tax levy may be reduced by the amount of special assessment installments, principal and interest, to be collected and available for the payment of such obligations and by the amount of cash or other funds which the municipality has on hand (or to its credit in the hands of the county) and available for the payment of such obligations. The governing body of each municipality shall each year, at least 90 days prior to the final date provided by law or charter for the making of the annual tax levy, submit to the county a written statement setting forth the amount of its obligations to the county which become due and payable under this contract prior to the time of the next following year's tax collections, the amount of the funds which the municipality has or will have on hand (or to its credit in t'‘e hands of the county) which are or will be available for payment or said obligations to the county, and the amount of the taxes next proposed to be levied for the purpose of raising money to meet such obligations. The county shall promptly review such statement and, if it finds that the proposed tax levy is insufficient, after taking into account such other availabe funds, it shall so notify the governing body, and each municipality hereby covenants and agrees that it will thereupon increase its levy to such extent as may be required by the county. Taxes levied by the municipalities for the payment of their obligations to the county pursuant to this contract shall be subject to limitation as to rate or amount as required by law in effect at the time each levy is to be made. 11. In the event that a municipality shall fail for any reason to pay to the county at the times herein specified, the amounts herein required to be paid, the state treasurer or other official charged with the disbursement of unrestricted state funds returnable to the defaulting municipality pursuant to the Michigan constitution is hereby authorized to withhold sufficient funds to make up any default or deficiency in funds. In addition to the foregoing, the county shall have all other rights and remedies provided by law to enforce the obligations of the municipalities to make payments in the manner and at the times required by this contract. It is specifically recognized by the municipalities that the payments required to be made by them pursuant to the terms of this contract are to be pledged for the payment of the principal of and interest on bonds to be issued by the county, and the municipalities covenant and agree that they will make their required payments to the county promptly and at the times herein specified, without regard as to whether the Oakland County Project herein contemplated is actually completed or placed in operation; provided, only that nothing herein contained shall limit the obligation of the county to perform in accordance with the covenants contained herein. As provided in the Wayne Contract, Wayne County will also have similar rights as to any amounts due to it. 12. No change in the jurisdiction over territory in a municipality shall in any manner impair the obligations of this contract. In the event all or any p.rt of the territory of a municipality is incorporated as a new city or is annexed to or becomes a part of the territory 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 and right to capacity in the Oakland County Project of the municipality from which such territory is taken, based upon a division determined by the county which shall make such determination after taking into consideration all factors necessary to make the division equitable, and in addition shall, prior to such determination, receive a written recommendation as to proper division from a committee composed of one representative designated by the governing body of the municipality from which the territory is taken, one designated by the governing body of the new municiipality or the municipality annexing such territory, and one independent registered engineer appointed by the county. Each municipality shall appoint its representative within fifteen (15) days after being notified to do so by the county and within a like time the county shall appoint the engineer third member. If either municipality shall fail to appoint its representative within the time above provided, then the county may proceed without said recommendation. If the committee shall not make its recommendation within forty-five (45) days after its appointment or within any extension thereof by the county agency, then the county may proceed without such recommendation. As provided in the Wayne Contract, Wayne County may participate in the foregoing provided procedures. 13. The county shall not be obligated to acquire or construct any facilities other than those described in paragraph 2 hereof. The responsibility for providing such additional facilities as may be needed shall be that of the municipalities which shall have the right to cause to be constructed and maintained, either directly or through the cc.inty such necessary additional facilities. 14. After completion, the operation and maintenance of the Oakland County Project shall be in accordance with applicable agreements between the parties and in accordance with the Wayne Contract. 15. The parties hereto agree that the costs and expenses of any lawsuits arising directly or indirectly out of this contract or the construction or financing of the Oakland County Project, to the extent that such costs and expenses are chargeable against the county, shall be deemed to constitute a part of the cost of the Oakland County Project and shall be paid by the municipalities in the same manner as herein provided with respect to other costs of the Oakland County Project. In the event of such litigation, the county shall consult with the municipalities and shall retain legal counsel agreeable to the county and the municipalities to represent the county; provided that if the county and the municipalities cannot agree as to such representation within a reasonable time, the county shall exercise its discretion as to the retention of such counsel. 16. If bonds are not sold to finance the acquisition and construction of the Oakland County Project within three years from the date of this contract through no fault of the county or if the Oakland County Project is abandoned for any reason the municipalities shall pay all engineering, legal and other costs and expenses incurred by the county in connection with the Oakland County Project and the municipalities shall be entitled to all plans, specifications and other engineering data and materials. 17. 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. The parties expressly reserve the right to amend this paragraph and/or subsequently to agree, as provided in paragraph 14, to substitute another public corporate entity or agency in place of the county or the county agency and to delegate thereto all powers, duties and functions of either or both created pursuant hereto or pursuant to law. 18. In the event that any one or more of the provisions of this contract or of the Wayne Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provisions hereof, but these contracts shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. 19. The county and the municipalities each recognize that the holders from time to time of the bonds issued by the county under the provisions of said Act 342, Public Acts of Michigan, 1939, as amended, and secured by the full faith and credit pledges of the municipalities to be payment of the principal of and interest on the bonds as set forth in this contract, have contractual rights in this contract and in the Wayne Contract and it is therefore covenanted and agreed by each of them that so long as any of said bonds shall remain outstanding and unpaid, the provisions of either 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 either contract, by amendment, supplemental contract or otherwise, is nevertheless reserved insofar as the same do not have such adverse affect and as provided in paragraph 17 hereof. The municipalities and the county further covenant and agree that they will each comply with their respective duties and obligations under the terms of this contract and the Wayne Contract promptly, at the times and in the manner herein set forth, and will not suffer to be done any act which would in any way impair the 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 the Wayne Contract insofar as they pertain to the security of any such bonds, shall be deemed to be for the benefit of the holders of the bonds. 20. This contract shall become effective after its execution by each party hereto and pursuant to the resolutions adopted by the municipalities approving the Wayne contract. This contract shall terminate forty (40) years from its date or on such earlier date when the municipalities are not in default hereunder and the principal, interest and bond handling charges on the bonds issued as hereinabove described are fully paid and discharged. It shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing herein contained, however, shall require the county to acquire or construct the Oakland County Project if it unable to sell bonds to finance the same. This contract may be executed in any number of counterparts. CITY OF WIXOM COUNTY OF OAKLAND IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed and delivered by their respective duly authorized officers, all as of the day and year first above written. By: Mayor By: Its County Dra n Comm ss oner as County Agency By: City Clerk CITY OF NOVI By: Mayor By: City Clerk -14-- Date: September 10, 1986 WIXOM WWTP ..TOttiMR. 4.5.11“It < m. 'VP *1..0 9,5 TEN Gall Club Hick-ari 11111 Gplf iu I \ ; -\\ '42 GRAVITY 5Ev. "". 7.47, WALLEDI LAKE WWTP R I NE kttlt_ Welltd Likit Norik LAKE l•I R1 I V MI 1,4- cloa NORTH HURON VALLEY/RuL iALLEf WASTEWATER CONTROL SYSTEM OAKLAND COUNTY PROJECT EXHIBIT A PAGE 1 *# 744 Alf To ti;CI oat o f I OtOt VIM 1W DE IMOIT V. P. WAY Mg 0 *OM T M M !MAL Tap. O VO mit A 04.-Lf0 LAKE you 9 NTY MOM ImYILLE P4-4-1 OLiN 00 NU olge., T red PL L E I s 1— z 0 • Ler OCLMOOM OUDOT KOT$. eve tri Ni• cYy CANTO T I move, 0 L IN 110•11 xto US I L011 L .11W toliverl..;"-0: C OMM L A14 iv INTERCEPTORS gp SWO LAXi 1-_______C — , TWWRes P. PLANNING A[ Includes: Livonia Wayne Westland Redford Twp. Inkster Carden City Dearborn Heights Romulus Service Wixom Novi Northville Twp. Northville Plymouth Twp. Plymouth Canton Twp. Van. Buren Two.. Not in Service Area: Wolverine Lake Walled Lake Commerce Twp. Area NORTH HURON VALLEY/ROUGE VALLEY WASTEWATER CONTROL SYSTEM PROPOSED FACILITIES WITHIN WA\ ,E COUNTY EXHIBIT A PAGE 2 NORTH HURON VALLEY/ROUGE VALLEY WASTEWATER CONTROL SYSTEM Descrtption of OAKONP_MUNTY PROJECT (a) A force main commencing at a pumping station at the existing Wixom Wastewater Treatment Plant,- thence east along Charms Road to Wixom Road, thence south along Wixom Road to Pontiac Trail at the C & 0 Railway R/W, thence southeasterly along the C & 0 Railway R/W to Beck Road, thence south along Beck Road to an interceptor at Twelve Mile Road, thence east along Twelve Mile Road to the C & 0 Railway R/W, thence southeasterly along the C & 0 Railway R/W to an existing interceptor at the 1-96 Freeway. (b) A force main commencing at a pumping station at the Walled Lake-Novi Wastewater Treatment Plant, thence west to West Road, thence west along West Road to the force main described in (a) above. EXHIBIT A PAGE 3 NORTH HURON VALLEY/ROUGE VALLEY WASTEWATER CONTROL , SYSTEM Estimate of Costs 1. Segment 1 Construction Share 2. Segment 2 Construction Share 3. Segment 3 Construction Share Sub Total of Segment 1, Segment 2 & Segment 3 Costs Novi Wixom $ 2,559,000 $ 1,815,000 3,030,000 2,151,000 1,433,000 1,016,000 = $ 7,022,000 $ 4,982,000 4. Acquisition of Capacity in Novi Interceptor and in North Arm Relief Interceptor in Wayne County (-) 600,368 600,368 Estimated Total Cost = $ 6,421,632 $ 5,582,368 NOTE: Cost estimate is based on figures prepared by Wayne County, as shown in Wayne County-Oakland County Construction, Finance and Service Agreement, and include cost of engineering, legal, administrative, land acquisition, and contingencies, but exclude interest costs. All costs are based on receipt of U.S. EPA wastewater facilities construction grant for all Segments at funding level of 55% for eligible portions of work. The estimated period of usefulness of the facilities is 25 years and upwards. EXHIBIT B WAYNE COUNTY-OAKLAND COUNTY Construction, Finance and Service Agreement THIS CONTRACT, made and entered into as of day of , 1986, by and among the COUNTY OF WAYNE, a Michigan charter county corporation (hereinafter referred to as "WAYNE"), the CITY OF DEARBORN HEIGHTS, the CITY OF GARDEN CITY, the CITY OF INKSTER, the CITY OF LIVONIA, the CITY OF NORTHVILLE, the CITY OF PLYMOUTH, the CITY OF ROMULUS, the CITY OF WAYNE, the CITY OF WESTLAND, the TOWNSHIP OF CANTON, the TOWNSHIP OF NORTHVILLE, the TOWNSHIP OF PLYMOUTH, the TOWNSHIP OF REDFORD, the TOWNSHIP OF VAN WREN, all Michigan public corporations located in the County of Wayne, State of Michigan, (hereinafter sometimes referred to as the "WAYNE LOCAL UNITS"), and the COUNTY OF OAKLAND, a Michigan county corporation (hereinafter referred to as "OAKLAND"), representing the CITY OF NOVI, and the CITY OF WIXOM, all Michigan public corporations located in the County of Oakland, State of Michigan, (hereinafter sometimes referred as the "OAKLAND LOCAL UNITS"). All local units in Wayne and Oakland are sometimes hereinafter referred to as the "LOCAL UNITS", or individually as a "LOCAL UNIT", WITNESSETH: WHEREAS, the County of Wayne has heretofore established the Rouge Valley Sewage Disposal System (herein the "ROUGE VALLEY SYSTEM") to provide interceptor sewers to serve the district defined in the resolution creating the system. WAYNE, acting by and through its Board of Public Works, entered into a contract dated August 10, 1961, with the WAYNE LOCAL UNITS (hereinafter the "BASIC CONTRACT"). The BASIC CONTRACT provides for the acquisition of certain existing facilities and the construction of certain new interceptor sewers for said ROUGE VALLEY SYSTEM to provide facilities 7/31/86 for transporting specified portions of the sanitary sewage emanating from the WAYNE LOCAL UNITS within the district for disposal through the treatment facilities of the City of Detroit. Said contract further provides for the allocation of the share of cost thereof to be borne by each of the WAYNE LOCAL UNITS and by WAYNE, and provides for the issuance of bonds by WAYNE, to provide funds to cover the cost of the ROUGE VALLEY SYSTEM, said bonds being secured by the full faith and credit pledge of each of the WAYNE LOCAL UNITS for the payment of its allocated share payable as provided in the contract, and, further, provides limitations as to rate of flow allowed each, for rates to be paid for operation and maintenance, and other details and matters in relation thereto, said contract being fully executed by all parties as of August 10, 1961, and approved as required by law; and WHEREAS, WAYNE and the CITY OF DETROIT Metropolitan Water and Sewer System (herein "DETROIT") entered into a contract dated August 14, 1961, as amended June 13, 1983, providing for the transportation of sewage for treat- ment and disposal throughthe DETROIT facilities, and WAYNE and the DETROIT entered into an Agreement dated August 15, 1961, providing for the acceptance of sanitary sewage from the ROUGE VALLEY SYSTEM, and providing for WAYNE to pay DETROIT for services rendered; and WHEREAS, the County of Oakland has heretofore established the Huron-Rouge Sewage Disposal System (herein the "HURON-ROUGE SYSTEM") to provide sewage disposal services to areas in OAKLAND and has subsequently enlarged said System, as evidenced by Board of Commissioner's Resolution dated June 23, 1983, to include in the HURON-ROUGE SYSTEM. service area all of the OAKLAND LOCAL UNITS, and WHEREAS, WAYNE and OAKLAND have heretofore contracted for acceptance by WAYNE of sanitary sewage from the HURON-ROUGE SYSTEM to be transported through the ROUGE VALLEY SYSTEM and the sewer facilities of DETROIT to the Detroit Treatment Plant pursuant to the contract with WAYNE; and WHEREAS, WAYNE is the lead applicant and will make application for Federal and State grants and municipal bond authority financing for the construction of facilities to enlarge and extend the ROUGE VALLEY SYSTEM and the HURON-ROUGE SYSTEM and to make enlarged connection to the DETROIT facilities and to obtain enlarged treatment capacity and services, except that OAKLAND shall obtain the Step 3 construction grant for the improvements to the HURON-ROUGE SYSTEM in OAKLAND; and WHEREAS, in order to obtain grants, and in order to enlarge and extend the ROUGE VALLEY SYSTEM and the HURON-ROUGE SYSTEM and to provide to the WAYNE LOCAL UNITS and the OAKLAND LOCAL UNITS additional facilities, capacities and treatment rights for the transportation and treatment of sanitary sewage emanating from the service areas of said SYSTEMS in the jurisdictions of said LOCAL UNITS, it is necessary that WAYNE and the WAYNE LOCAL UNITS and OAKLAND on behalf of its OAKLAND LOCAL UNITS, enter into this Agreement for construction of and service by the facilities herein described, particularly by reference to the Exhibits hereunto attached and by this reference incorporated in this Agreement, all of which addi- tional facilities, capacities and treatment rights are herein called the "PROJECT"; WHEREAS, it is immediately necessary and imperative for the public health, safety and welfare of the residents of the above-mentioned cities and townships that adequate and proper additional sewage disposal facilities be acquired and constructed to serve said cities and townships or parts thereof; and WHEREAS, WAYNE acting through its Department of Public WOrks under the provisions of Act 185, Public Acts of Michigan, 1957, as aTiended, and OAKLAND acting thrnoqh its County Drain Commissioner under the provisions of Act 342, Public Acts of Michigan, 1939, as amended, their respective LOCAL UNITS and acquire, construct, finance, improve, PROJECT; and each have power by contracting with with DETROIT and with each other to enlarge, extend, and operate such a WHEREAS, the above statutes provide in the opinion of WAYNE, OAKLAND and the LOCAL UNITS the fairest and most equttable means of ac- quiring the PROJECT so vitally necessary for the public health, safety and welfare of the residents of the Counties and of the LOCAL UNITS within the area to be served; and WHEREAS, WAYNE, through its Department of Public Works, has undertaken to prepare descriptions of the PROJECT, allocations of capaci- ties and service rights and cost estimates for the proposed additional facilities necessary adequately to serve the LOCAL UNITS or portions thereof located within the service area; and WHEREAS, OAKLAND and the LOCAL UNITS are fully advised is to the description of the PROJECT, the allocation of capacities and service rights and cost estimates; and WHEREAS, in order to obtain Federal grants and to finance and construct the PROJECT and to deliver sewage disposal services therefrom it is necessary that WAYNE, OAKLAND and the LOCAL UNITS enter into this Agreement: NOW, THEREFORE, in consideration of the premises and the covenants of each other, the parties hereto agree as follows: 1. The parties hereto approve the construction of the PROJECT and the providing of services therefrom in the counties of WAYNE and OAKLAND. The PROJECT shall serve an area in WAYNE and OAKLAND, as des- cribed in Exhibit "A" hereto, by construction of the facilities described as the PROJECT on Exhibit "F" hereto. The term "SYSTEM" as used herein- after, shall consist of all of the existing facilities and allocated capacities of the ROUGE VALLEY SYSTEM and the HURON-ROUGE SYSTEM, as shown on Exhibit "B" hereto, as well as the additional facilities and allocated capacities of the PROJECT, as shown on Exhibit "C" hereto. 2. The PROJECT is proposed to be constructed as hereinafter provided in three segments. Such segments and the facilities to be con- structed within each segment are described in Exhibit "F" attached. 3. The parties hereto approve the total estimated cost of the entire PROJECT, the cost of each segment set out above and the allocation of the costs of the PROJECT by percentages and in the estimated dollar amounts, all as set forth in Exhibit "E" hereto. Said estimated costs include or exclude the items described in said Exhibits. 4. It is anticipated by the parties hereto that the PROJECT to be constructed will qualify for a segmented Federal grant in accordance with the Code of Federal Regulations: Part 40 35.2108 (40CFR&35.2108). For purposes of financing the PROJECT, it is anticipated that the PROJECT will be eligible for Federal grants with respect to segment 1, segment 2 and segment 3 in the amounts as noted on Exhibit "E" and all parties hereby agree that the PROJECT shall be completed as required by the pro- visions of said 40CFR 35.2108, as now or hereafter in effect. 5. WAYNE and OAKLAND will acquire and construct the portions of the PROJECT within their respective jurisdictions, and will cause bids to be taken for such acquisition and construction and will cause contracts to be executed, resolutions adopted and other actions taken necessary to finance the PROJECT. The LOCAL UNITS agree to adopt resolutions and take other actions necessary to finance the PROJECT. WAYNE AND OAKLAND, with the consent of all LOCAL UNITS, may hereafter agree, by amendment to this Agreement, to substitute another public corporate entity or agency in place of each County and to delegate thereto all -;:x7vr7,, and functions of each County created pursuant hereto or pursuant to law. In - 5 - no event will any construction contract be entered into for the acq tion of any segment of the PROJECT prior to the sale of bonds necessary for the financing of that segment of the PROJECT. 6. The PROJECT shall be acquired and become additions to the SYSTEM in accordance with Facilities Plans finally approved by Michigan Department of Natural Resources (herein the "MDNR") and United States Environmental Protection Administration (herein the "USEPA") and as des- cribed in the applications for grants and in the Exhibits approved by this Agreement. The PROJECT shall be acquired and constructed substantially in accordance with the final plans and specifications and cost estimates to be prepared and submitted by the consulting engineers, but variations therefrom during construction which do not materially change the location, capacity or overall design of the PROJECT, and which do not require an increase in the final estimated cost of the PROJECT, may be permitted on the authority of WAYNE or OAKLAND, as applicable. Other variations or changes may be made as approved by WAYNE or OAKLAND, as applicable, and by resolutions of the governing bodies of the LOCAL UNITS affected, as provided in paragraph 29 hereof. All matters relating to engineering plans and specifications, together with the making and letting of final contracts for acquisition and construction of the PROJECT, the approval of the work and materials therefor, and construction supervision, shall be under the exclusive control of WAYNE as to those facilities in WAYNE, and under the exclusive control of OAKLAND as to those facilities in OAKLAND. 7. The LOCAL UNITS, by way of compliance with Section 29, Article VII, Michigan Constitution of 1963, consent and agree to the estab- lishment and location of the PROJECT and any extension, improvement or enlargement thereof, within their corporate boundaries and to the use by WAYNE AND OAKLAND, as applicable, of their streets, highways, alleys, lands, rights-ot-wav or other public places for the purpose and facilities of the PROJECT and any improvement, enlargement or extension thereof, and - 6 - the LOCAL UNITS further agree that in order to evidence and effectuate the foregoing agreement and consent, they will execute and deliver to WAYNE or OAKLAND, as applicable, such grants of easement, right-of-way, license, permit or consent as may be requested by WAYNE or OAKLAND. B. For the term of this Agreement, all WAYNE and OAKLAND LOCAL UNITS hereby agree to transmit to the SYSTEM all wastewater collected within their boundaries in the Service Area, Exhibit A, except as provided in para- graph 10, at reception points in the SYSTEM designated by WAYNE or OAKLAND, and WAYNE agrees that the SYSTEM shall accept, treat and dispose of such wastewater. WAYNE and OAKLAND agree that all LOCAL UNITS shall retain the right to deliver wastewater in amounts, as set forth on Exhibit "C", to the SYSTEM for the term of this Agreement, including any extension thereof, so long as OAKLAND and said LOCAL UNITS shall continue to pay amounts specified herein for such service. Neither OAKLAND nor any LOCAL UNIT shall have the right unilaterally to terminate or reduce such payments, but if such parties hereto shall breach such obligation, WAYNE shall be authorized to terminate or reduce such delivery rights or to transfer such delivery rights to other public corporations, whether a party hereto or not, subject to the provisions of paragraphs 11 and 33. 9. The parties hereto agree that WAYNE will be responsible to operate, maintain and administer the facilities located within WAYNE, and OAKLAND will be responsible to operate, maintain and administer the facilities located within OAKLAND, and DETROIT will be responsible to operate, maintain and administer the facilities within the City of Detroit. OAKLAND and the WAYNE LOCAL UNITS will pay WAYNE the costs of the operation, maintenance and administration of facilities within WAYNE and the costs charged to WAYNE by DETROIT for the operation, maintenance and administration of facilities located within the City of Detroit. WAYNE will cause the SYSTEM, to be operated, maintained and administered on the basis of sound 7 public utility operational procedure and in compliance with contractual and legal obligations applicable thereto. WAYNE will use its best efforts to keep all facilities of the SYSTEM in proper repair and working order. How- ever, WAYNE shall not be liable to any LOCAL UNIT or to OAKLAND, or any individual user therein, for any interruption in service. WAYNE and OAKLAND will comply with all applicable federal, state and local regulations relative to the SYSTEM'S construction, operation and maintenance. 10. The parties hereto agree that the PROJECT is immediately necessary to preserve and protect the public health. The parties further agree, however, that the PROJECT, is intended to serve the LOCAL UNITS in the Service Area and not individual users therein, unless by special agreement between WAYNE or OAKLAND and a LOCAL UNIT wherein a user is located. WAYNE and OAKLAND shall place upon the LOCAL UNITS the obligation to require connection to available sewer facilities and, to the extent permitted by law, to prohibit the acquisition or maintenance , within the Service Area of any public sanitary sewer or public or private sewage disposal facilities which do not connect to the facilities of the SYSTEM, except by specific written approval of WAYNE and OAKLAND. The responsibility for collecting wastewater and delivering the same to the SYSTEM shall be that of OAKLAND, and each WAYNE LOCAL UNIT. The WAYNE LOCAL UNITS shall cause to be constructed and maintained, in accordance with regulations of WAYNE, the collector facilities, and OAKLAND shall place a similar responsibility upon the OAKLAND LOCAL UNITS based upon regulations of OAKLAND which shall conform to and be at least as stringent as regulations of WAYNE. WAYNE and OAKLAND shall not be obligated to serve areas outside of the Service Area or to construct facilities other than those described above, but WAYNE or OAKLAND may, with the approval of the other, agree to serve areas out- side of the Service Area, so long .9F tk7 rights of the parties hereto are not infringed upon, any revenues from such service outside of the Service Area to inure to the benefit of the SYSTEM and appropriate buy-in payment to the SYSTEM shall be arranged. -8 11. Regardless of any provisions of this Agreement to the contrary, no LOCAL UNIT shall directly or indirectly assign any part of its rights hereunder to any other municipality, person or entity without (1) according to all other LOCAL UNITS a right of first refusal to take the rights proposeo'to be assigned and (2) receiving WAYNE'S consent to such assign- ment, and if any LOCAL UNIT involved is an OAKLAND LOCAL UNIT, the consent of OAKLAND as well. Notice of such proposed assignment, together with all relevant details thereof, shall be sent to WAYNE, OAKLAND and all LOCAL UNITS by certified mail and unless within forty-five (45) days after such mailing WAYNE, and OAKLAND if involved, shall have sent to the assign- ing LOCAL UNIT written refusal of consent, or any LOCAL UNIT shall have sent to the assigning LOCAL UNIT written offer to take such assignment on terms agreed upon as hereinafter provided, the assigning LOCAL UNIT may make such assignment. If any LOCAL UNIT desires to secure the rights proposed to be assigned, then in that event, the terms Of such assign- ment shall be mutually agreed upon by the assigning party, the requesting party and WAYNE, and OAKLAND if involved. If more than one LOCAL !NIT elects to take up such proposed assignment, the assigning LOCAL UNIT may negotiate with each LOCAL UNIT so electing. Any assignment between or among LOCAL UNITS shall not occur until approved by WAYNE (and OAKLAND when involved) as to assignee and payment arrangements and amounts. 12. All parties hereto recognize that WAYNE will be responsible to operate the SYSTEM on a non-profit basis for the benefit of the users and is without funds to finance, operate or maintain the SYSTEM, except as to those funds obtained from grants or from the beneficial users of the SYSTEM, namely - the LOCAL UNITS. Therefore, in no event shall WAYNE or its General Fund be charged with or liable for the cost of operating, main- taining and ,-Rrninistering the SYSTEM. The LOCAL UNITS and OAKLAND, on behalf of the OAKLAND LOCAL UNITS, shall pay to WAYNE such charges for use of the SYSTEM ("Rates") as shall be sufficient to provide for the payment of all costs of operating, maintaining and administering the SYSTEM. Rates shall reflect not only current cost experience, but shall also recognize reasonably estimated cost levels during any period for which such Rates are applied, and may include charges paid to other systems for services provided by such other sys . Rates may be adjusted by WAYNE from time to time to meet the foregoing costs. tion and maintenance expenses shall include such amounts as in the judgment of WAYNE are necessary to pay for any losses or legal expenses arising from the operation and maintenance of the SYSTEM, including repair and replacement of SYSTEM equipment, accessories,, or appurtenances necessary to maintain the capacity and performance for which the facilities were originally designed and constructed. In addition thereto, the Rates shall include such amounts as are necessary to pay similar expenses incurred with respect to construction of improvements made to the SYSTEM. The funds obtained by WAYNE from Rates shall only be used for purposes necessary to the operation, maintenance, administration and ; repair or replacement of the facilities as originally designed and con- structed. 13. OAKLAND and WAYNE LOCAL UNITS shall pay WAYNE monthly in accordance with the Schedule of Rates established by WAYNE. The monthly pavments shall be accompanied by a report on forms provided by WAYNE. The payment and the report are due within forty-five (45) days after the month of service. The WAYNE LOCAL UNITS and OAKLAND agree to pay Rates promptly, without reduction, without regard to whether or not charges for the use of the SYSTEM have been collected from individual users within their respective units, and without regard to any failures of the SYSTEM. Any such Rates unpaid within forty-five days from the month of service shall be subject to a late charge of 1 and 1/2 percent of each month or fraction thereof, for which such Rates remain unpaid. The payment of such Rates by the WAYNE LOCAL UNITS, and OAKT-ANTD she/1 be a general obligation of such parties, and WAYNE shall have the right to utilize any method permitted by law for collection of such Rates. - 1 0 - 14. Each LOCAL UNIT shall adopt a User Charge system with respect to individual users which complies with the rules and regulations promul- gated by WAYNE and the USEPA. The User Charge system of each LOCAL UNIT will be based upon the quantity of wastewater delivered to the SYSTEM for treatment, together with surcharges to oe appiled Lo individual users whose discharges of specified pollutants exceed a specified strength as provided in paragraph 19 hereof. WAYNE shall prepare schedules specifying pollutants and discharges to be subject to surcharge and defining normal loadings with respect to specified pollutants. The LOCAL UNITS recognize that their individual User Charge systems shall be subject to applicable USEPA User Charge rules and regulations and shall establish charges to be collected from individual users in amounts sufficient to pay its Rates to WAYNE when due. There is reserved to all LOCAL UNITS the right to fix charges to their individual users in such amounts as will produce additional moneys which may be used by the LOCAL UNITS for any lawful purpose relating to sewage disposal services rendered by them on behalf of their own individual sewage disposal systems. OAKLAND shall contract with the OAKLAND LOCAL UNITS to insure that such OAKLAND LOCAL UNITS abide by the provisions of this Section. 15. The parties hereto agree that there shall be established a permanent Rate Review Committee ("Committee") for the purpose of assisting WAYNE in efficiently operating, maintaining and administering the SYSTEM for the benefit of the parties hereto. The Committee shall consist of an appointee from each LOCAL UNIT, WAYNE and OAKLAND and shall be provided with such clerical and secretarial personnel and such other funds as may reasonably be required to carry out its functions. The Rate Review Com- mittee will serve without compensation, except that reimbursement of expenses may be provided. These costs shall be included in the Rates and considered a cost of the administration of the SYSTEM as a whole. The Committee shall have access to the books, records and financial reports of the SYSTEM. WAYNE shall annually submit for approval to the Committee the projected budget for the SYSTEM, setting forth, in such detail as the Committee shall request, projected costs of operating, maintaining, admin- istering and paying all expenses of the SYSTEM. Should a dispute arise between WAYNE and the Committee relative to such budget, either as a whole or in any part, such dispute shall be, submitted for final resolution to whatever agency in WAYNE shall be authorized by law to make final determina- tions as to the Rates of the SYSTEM. WAYNE shall, as part of the operation and administration of the SYSTEM, select an outside auditor to conduct an annual audit. The results of the annual SYSTEM audit shall be transmitted to each LOCAL UNIT, OAKLAND and the Committee. The outside auditor selected will be chosen for a period of not less than three (3) consecutive years, nor more than eight (8) consecutive years. Prior to initiating an audit selection process, the Committee will be notified by WAYNE and requested to submit within thirty (30) days the names of a minimum of three (3) firms of outside auditors acceptable to OAKLAND and the LOCAL UNITS. The names of auditors recommended by the Committee will be included by WAYNE with other outside auditors in the selection process leading to the naming of the outside auditor. WAYNE shall develop a scope of work with respect to the annual audit and shall include within said scope of work the reasonable requests submitted by the Committee. WAYNE will then request the qualified outside auditors named by WAYNE and the Committee to submit proposals to perform the annual audit. WAYNE will select a minimum of three (3) proposals from outside auditors whose names will be submitted to the Committee, and the Committee will have thirty (30) days to register any objection to WAYNE with respect to those auditors selected prior to final selection by WAYNE. 16. WAYNE shall establish general SYSTEM use rules and regulations consistent with 33 USC 1251, etc., (the Federal Clean Water Act) and the USEPA rules and reaulations controlling the quantity and quality of the dis- charge of the users to the SYSTEM. Nothing herein shall prohibit WAYNE - 12 - from establishing rules and regulations more stringent than those required by the aforesaid Act, if, in the judgment of WAYNE, stricter rules and regulations are necessary to protect the integrity of the SYSTEM. Further, OAKLAND and each LOCAL UNIT agree to enforce such rules and regulations as WAYNE shall from time to time adopt. . 17. Except with respect to those areas within the Service Area being served at the time of the execution of this Agreement by combined sewers, which areas may be allowed by WAYNE and OAKLAND to continue to be served by existing combined sewage facilities, WAYNE shall prohibit the connection either directly or indirectly of storm water sewers to the SYSTEM and shall further prohibit and prevent as nearly as is practicable the introduction of storm water into the SYSTEM. It shall be WAYNE'S and OAKLAND'S responsibility to monitor the SYSTEM to carry out the prohibi- tion and prevention of the entry of storm waters into the SYSTEM. Each LOCAL UNIT, by the adoption of the required ordinances, shall comply with WAYNE'S regulations in this regard. OAKLAND will impose similar requirements with respect to the OAKLAND LOCAL UNITS. 18. WAYNE shall have the right to deny to any LOCAL UNIT or OAKLAND the use of the SYSTEM, should such LOCAL UNIT or OAKLAND be delinquent for a period of 90 days in payment of any of the charges due from it to WAYNE hereunder, such denial to continue until such delinquency ceases. The foregoing shall be accomplished by WAYNE by any lawful means. 19. Each LOCAL UNIT, and OAKLAND for the OAKLAND LOCAL UNITS, shall be responsible for the character of the wastewater originating within its boundaries, and shall comply with the standards, rules and regulations controlling discharge of wastewater to the SYSTEM, specifically industrial and/or commercial wastes, as adonte ,-i e-1 imposed by DETROIT and WAYNE. Each LOCAL UNIT and OAKLAND, by contract or by the adoption of appropriate ordinances, shall enforce such rules and regulations and shall provide for and collect appropriate surcharges. If the character of wastewater trans- - 13 - mitted from any LOCAL UNIT or OAKLAND shall be such that it imposes an unreasonable additional burden upon the SYSTEM, and a surcharge over and above the regular Rates shall be established by DETROIT for the receipt of such discharge, or if such discharge cannot be received by the SYSTEM, WAYNE may pass on such surcharge or require that such discharge be pre- treated before transmission to the SYSTEM. If necessary, WAYNE and DETROIT shall have the right for the protection of the SYSTEM and the public health or safety, to deny discharge of wastewater to the SYSTEM, and WAYNE and DErROIT may take all steps necessary to accomplish such denial. 20. WAYNE and OAKLAND each agree to finance the PROJECT in accord- ance with any lawful means available to it. WAYNE and OAKLAND each will take the following general steps: (a) WAYNE will submit to its Commission and OAKLAND will submit to its Board of Commissioners at appropriate times, resolutions or ordinances providing for the issuance of bonds necessary to finance the various phases of the PROJECT, and will request that the limited tax full faith and credit of each county be pledged as secondary security for all such financings by each county. After due adoption of the appropriate resolutions or ordinances, WAYNE and OAKLAND each will take all necessary or legal procedures and steps to effectuate sale and delivery of the bonds at the lowest possible cost. WAYNE will apply for and make appropriate use of all available federal grants to pay for a part of the cost of the PROJECT, and OAKLAND will pay WAYNE for its part of the cost of the PROJECT to be con- structed by WAYNE. (b) WAYNE will take all steps necessary to take bids for and enter into final construction contracts for the acquisition and construction of the facilities of the PROJECT in Wayne County as specified and approved in this Agreement, in accordance with the - 14 - plans and specifications therefor as approved herein. Said con- tracts shall specify completion dates presently estimated to be as follows: Segment 1: June, 1990 Segment 2: June 1991 Segment 3: June, 1992 (c) WAYNE will require and procure from contractors undertaking the actual construction and acquisition of the said facilities in WAYNE, necessary and proper bonds to guarantee the performance of such contract or contracts and such labor and material bonds as may be required by law, in amounts and in such forms as may be approved by WAYNE. (d) OAKLAND will take the same steps as WAYNE, as set forth in subsections (b) and (c) above, in constructing the facilities in the PROJECT to be located in OAKLAND to be a part of the SYSTEM. (e) WAYNE will, upon receipt Of the proceeds of sale of the bonds, federal grant funds and cash payments, comply with all provisions and requirements provided for in this agreement, any grants and any bond resolution and in other applicable regulations relative to disposition and use of the proceeds of such funds. (f) WAYNE may temporarily invest any bond proceeds or other funds held by it for the benefit of OAKLAND and the LOCAL UNITS as permitted by law, and investment income shall accrue to and follow the fund producing such income. Neither WAYNE, OAKLAND or the LOCAL UNITS shall invest, reinvest, or accumulate any moneys deemed to be proceeds of bonds pursuant to Section 103(c) of the Internal Revenue Code of 1954, as amended, and the applicable regulations thereunder, in such a manner as to cause the bonds to be "arbitrage bonds" within the meaning of said Section 103(c) and the applicable regulations thereunder. - 15 - (g) OAKLAND and the LOCAL UNITS hereby agree that they will comply with all state and federal requirements in connection with grants to be secured to pay a part of the cost of the SYSTEM, in- cluding specifically the establishment of an appropriate User Charge and the adoption of an appropriate sewer use ordinance, in accord- ance with prescribed timetables. 21. OAKLAND agrees that it will timely use any available legal means to finance that portion of the PROJECT located in OAKLAND and the obliga- tions to WAYNE and or DETROIT. OAKLAND further agrees to take such actions as are necessary to have cash available for payment to WAYNE in a timely manner. The required payments by OAKLAND to WAYNE shall be either in a lump sum or as called for by WAYNE in accordance with construction schedules. However, any amounts paid by OAKLAND to WAYNE shall be invested by WAYNE to the extent possible, and the interest thereon shall accrue to the account of OAKLAND. WAYNE will not enter into any construction contracts for the SYSTEM until financing is arranged by OAKLAND and the proceeds are available to assure payment of its obligations to WAYNE. 22. It is understood and agreed that WAYNE and the WAYNE LOCAL UNITS will timely use any available legal means to finance that portion of the PROJECT located in WAYNE and the obligations to DETROIT. As other costs and expenses accrue to WAYNE from handling of the payments made by the WAYNE LOCAL UNITS, or from other actions taken in connection with financing, WAYNE shall notify said WAYNE LOCAL UNITS of the amount of such fees and other costs and expenses, and said WAYNE LOCAL UNITS shall, within thirty (30) days from such notification, remit to WAYNE sufficient funds to meet such financing fees and other costs and expenses in which WAYNE may, at its option, include bond handling costs, bank letters of credit expenses other annual charges. The percentage share of each LCCAL uNliuf such costs and other expenses in connection with financing shall be in proportion to its debt service payments. - 16 - 23. Each WAYNE LOCAL UNIT, pursuant to authorization of Michigan Law, hereby irrevocably pledges its full faith and credit for the prompt and timely payment of all of its obligations as expressed in this Agreement. Pursuant to such pledge, if other funds are not available, the WAYNE LOCAL UNIT shall be required to pay such amounts from any of its general funds as a first b6dget obligation and shall each year levy an ad valorem tax on all the taxable property in the LOCAL UNIT in an amount which, taking into consideration estimated delinquencies in tax collections, will be sufficient to pay such obligations becoming due before the time of the following year's tax collections, such annual levy, however, to be subject to applicable charter, statutory and constitutional tax limitations. The debt service portion of the foregoing commitment of each WAYNE LOCAL UNIT is expressly recognized as being for the purpose of providing funds to meet contractual obligations as set out herein in anticipation of which the financing herein- before referred to is arranged. Nothing herein contained shall be construed to prevent any WAYNE LOCAL UNIT from using any, or any combination of, means and methods for the purpose of providing funds to meet its obligations under this agreement, and if at the time of making the annual tax levy there shall be other funds on hand earmarked and set aside for the payment of the con- tractual obligations due prior to the next tax collection period, then such annual tax levy may be reduced by such amount. 24. Any WAYNE LOCAL UNIT may pay in advance any of the payments required to be made by this Agreement, in which event WAYNE shall credit the appropriate WAYNE LOCAL UNIT with such advance payment on future-due obligations to the extent of such advanced payment. 25. In the event any WAYNE LOCAL UNIT party hereto shall fail for any reason to pay to WAYNE at the times specified herein the amounts re- quire c: by the prayi:,=;ions of this Agreement, for rates or for share of the costs of the PROJECT, WAYNE shall immediately give notice of such default and the amount thereof, in writing, to the LOCAL UNIT - 1 7 - Treasurer, the Wayne County Treasurer, the Treasurer of the State of Michigan and such other officials charged with disbursements to such party of funds returned by the State and now or hereafter under Michigan law available for pledge as provided in this paragraph, and if such default is not corrected within ten Treasurer, or other appropriate official charged with disbursements to the party of the aforesaid funds, is, by these presents, specifically author- ized by the party, to the extent permitted by law, to withhold from the aforesaid funds the maximum amount necessary to cure said deficit and to pay said sums so withheld to WAYNE, to apply on the obligations of the party as herein set forth. Any such moneys so withheld and paid shall be considered to have been paid to the party within the meaning of the Michigan Constitution and statutes, the purpose of this provision being voluntarily to pledge and authorize the use of said funds owing to the party to meet any past-due obligations of the party due under the pro- vision of this Agreement. In addition to the foregoing, WAYNE shall have all other rights and remedies provided by law to enforce the obligations of the party to make its payments in the manner and at the times required by this contract, including the right of WAYNE to direct the party to make a tax levy or rate increase to reimburse wAYNE for any funds advanced. No party shall take any action to reduce the right of WAYNE to receive the aforesaid state-returned moneys in the event of default. OAKLAND shall include this same paragraph in its contracts for financing and/or service with the OAKLAND LOCAL UNITS, and OAKLAND hereby guarantees timely payment by the OAKLAND LOCAL UNITS of rates payable by any of them to WAYNE through OAKLAND. 26. It is specifically recognized by all WAYNE LOCAL UNITS that ayments required to be made by them pursuant to the terms.of,..---:raph 22 and paragraph 23 of this Agreement may be pledged for and used to pay the principal of and interest on bonds or other financing by WAYNE as pro- (10) days.after such notification, the State - 18 - vided by this Agreement and authorized by law, and said WAYNE LOCAL UNITS covenant and agree that they will make all required payment to WAYNE promptly and at the times specified herein without regard to whether the PROJECT is actually completed or placed in operation. 27. The parties hereto acknowledge that the PROJECT is being designed, the interceptors are being sized and costs and capacities are being allocated pursuant to uniform criteria based on assumptions made and agreed to by all the parties prior to final design. Concurrently with construction, local Sewer System Evaluation Surveys (SSES) shall be made by each local community as indicated in appendix G to determine actual cost-effective re- moval of infiltration/inflow. The LOCAL UNITS shall perform all necessary local system improvements and rehabilitation. Such local system improvements and rehabilitation shall be sufficient to remove infiltration/inflow in con- formance with the uniform criteria or that which is cost effective to remove, whichever rate of removal is greater. A preliminary estimate of the cost of local improvements is contained in Exhibit H. 28. The Allocation of PROJECT Costs Based on Estimated Dollars attached hereto as Exhibit E is based upon an estimate of design, construction, legal, administration, engineering, right-of-way, pay-back of all Interim Financing (F.I.F.A.) costs and contingency costs (herein BASE COSTS) and said estimate does not include other elements of costs involved in issuing bonds (herein FINANCE COSTS). Also the estimate is based upon a 1988 projection of construction costs as the inflation factor. Individual allocations of cost in dollars among the LOCAL UNITS, or to any one of the LOCAL UNITS, may also be affected by cash payments or by capitalized interest requirements of such LOCAL UNIT. By this Agreement each LOCAL UNIT has obligated itself to pay its percentage share of the BASE COSTS of the PROJECT as actually determined by construction contract bids, (herein FINAL ESTIMATED CCSTS). The addition of the FINANCE COSTS, as applicable and when determined, will be affected by cash payments, capitalized interest and other elections and options available to each LOCAL UNIT, as finally chosen by it. The FINAL ESTIMATED COSTS are the amounts each LOCAL UNIT has obligated itself by this Agreement to pay its - 19- allocated percentage set forth on Exhibit D. The actual method of financing by both WAYNE and OAKLAND, and the LOCAL UNITS, will be hereafter determined as permitted by law and as set forth, in con- tracts or agreements supplementary hereto, which contracts or agree- ments each LOCAL UNIT and WAYNE and uAKLAND hereby irrevocably agree to execute, deliver and carry out hereafter, when necessary, to evidence the obligation of each LOCAL UNIT and OAKLAND to pay its share of FINAL ESTIMATED COSTS and when applicable, of FINANCE COSTS. The parties hereto acknowledge that the allocation formula established herein shall apply to the financing and construction of the PROJECT as set forth in this contract. In the event capital improvements are made in the future, financing of those expenditures will be subject to whatever allocation plan the parties may then establish. 29. If the actual cost of any portion of the PROJECT shall exceed the FINAL ESTIMATED COSTS based on construction contract changes, whether as the result of variations or changes made in the approved plans or otherwise, then (without execution of any further agreement or amendment of this Agreement) additional WAYNE financing of the same security (upon the adoption of an authorizing resolution therefor by the Wayne County Commission) shall be created and OAKLAND cash payments shall be made 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 increase or additional WAYNE financing shall be authorized to be created, nor shall WAYNE enter into any further construction contract changes for acquisition or construction of the PROJECT or any part thereof or incur any obligation for or pay any item of cost therefor, where thP efceo'- ,-hereof would be to cause any LOCAL UNIT'S cost of any portion of the PROJECT to exceed by more than 10% the total FINAL ESTIMATED COSTS to such LOCAL UNIT as previously approved, unless the governing body of OAKLAND and of the affected LOCAL UNIT shall have first - 20 - 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 defrayed by OAKLAND cash payments and/or by increased or addi- tional WAYNE financing, both in anticipation of increased or additional payments agreed to be made by the affected LOCAL UNIT to WAYNE or OAKLAND in the manner herein provided: Provided, further, that the adoption of such OAKLAND and LOCAL UNIT approving resolution shall not be required prior to or as a condition precedent to the additional financing by WAYNE if WAYNE has previously authorized or contracted to authorize financing to pay all or part of the cost of the PROJECT or has let construction bids in accordance with plans for the PROJECT as last approved, and the additional financing is necessary (as determined by WAYNE) to pay such increased, additional or excess costs as are essential to completion of the PROJECT or any part thereof according to the plans therefor as last approved. The parties obligated to participate in such additional financing agree to an increase in the amount of the total payments re- quired in this Agreement such as will be sufficient to pay the additional financing. 30. Any surplus funds remaining in a PROJECT construction fund during the course of construction of the PROJECT shall be used to pay costs of other portions of the PROJECT, in the sole discretion of WAYNE but with appropriate credit to the parties hereto producing such surplus. After completion of the PROJECT and payment of all costs thereof, any such surplus funds remaining, after cash refund to OAKLAND, or any LOCAL UNITS which paid cash, shall be used by WAYNE in its sole discretion for any of the following purposes, to wit: (a) for additional improvements in the SYSTEM as requested by a LOCAL UNIT and approved by WAYNE, or (b) credited toward the next debt service payments due under any financing arrangement, or (c) purchase of financing instruments on the open market and appropriate credit made on the obligation of each LOCAL UNIT. - 21 - 31. The obligations and undertakings of each of the parties to this Agreement shall be conditioned on the successful completion of financing of Segment 1 of the PROJECT within three (3) years from the date of this Agreement, otherwise this Agreement shall be considered void and of no force and effect. The parties hereto agree e-lt bon,-1F to finance Segment 1 of the PROJECT shall not be issued until a firm commitment has been received for a federal grant anticipated to pay the eligible costs of Segment 1 of the PROJECT. 32. The parties hereto each recognize that the holders from time to time of financing instruments issued by WAYNE and OAKLAND to finance costs of the PROJECT will have contractual rights in this Agreement, and it is, therefore, covenanted and agreed by each of them that so long as any of said financing instruments shall remain out- standing and unpaid, the provisions of this Agreement shall not be subject to any alteration or revision which would in any manner mater- ially affect either the security thereof or the prompt payment thereof, principal or interest. The right to make changes in this Agreement, by amendment, supplemental contract, or otherwise, is nevertheless reserved insofar as the same do not have such adverse effect and as provided in paragraphs 11 and 28 hereof. The parties hereto further covenant and agree that they will each comply with their respective duties and obligations under the terns of this Agreement promptly at the times and in the manner herein set forth, and will not suffer to be done any act which would in any way impair the said duties or obli- gations or any financing based thereon. It is hereby declared that the terms of this Agreement, insofar as they pertain to the security of any financing, shall be deemed to be for the benefit of the holders of and financing instr,Trfteni-- the obligations of the WAYNE LOCAL UNITS to make pets required by any financing pursuant to this Agreement shall be terminated at such time as all of the financing is paid in full, together with any dificiency or penalty thereon, but obligations to pay for service pursuant to this Agreement shall continue for the full term hereof or as extended. 35. WAYNE and OAKLAND will require or procure from the contractors undertaking the actual construction of the PROJECT insurance protecting all parties hereto from liability in connection with such construction. The cost of such insurance shall be considered to be a part of the cost of the PROJECT. 36. This Agreement shall inure to the benefit of and be binding upon the respective parties hereto, their successors and assigns. 37. This Agreement shall become effective upon approval by the legislative body of WAYNE, OAKLAND and each WAYNE LOCAL UNIT and when duly executed by the appropriate officer or officers of each WAYNE LOCAL UNIT, WAYNE and OAKLAND. The Agreement may be executed in several counter- parts. It is the understanding of all parties hereto that all exhibits hereto may be changed to the extent necessary, and as changed attached hereto to carry out the provisions hereof. IN WITNESS WHEREOF, the parties hereto have caused this instrument executed as of the date and year first above written. Its And Its - 24 - FISCAL NOTE BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON IN RE: SEWER, WATER & SOLID WASTEDIVISION - HURON-ROUGE SEWAGE DISPOSAL SYSTEM - - MISCELLANEOUS RESOLUTION # 86287 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: Pursuant to Rule XI-G of this Board, the Finance Committee has reviewed Miscellaneous Resolution # scos7 and finds: 1. The proposed agreement will be between Oakland County and Wayne County who is the lead agent for the construction of an interceptor sewer as part of the North Huron Valley/Rouge Valley Wastewater Control System to serve the communities of Novi and Wixom in Oakland County. 2. Oakland County will contract with county local units and enter into the agreement representing the Cities Of Novi and Wixom in said Agreement, with the County of Wayne, agree to acquire the project and to construct the additional facilities and to provide for a partial transfer of capacity from the Cities of Novi and Wixom in the existing Huron-Rouge Sewage Disposal System. 3. Wayne County will also be lead agent in regard to obtaining federal funds to assist in paying for the project. 4. The Drain Commissioner will be designated by the County as its County agent under Act 342 for the construction of the interceptor within Oakland County. 5. The contract provides for municipalities to pay the County _their respective share of cost of the Oakland County Project based upon their respective right to capacity in the facilities of the entire system and project in Wayne and Oakland Counties as outlined in the proposed contract. 7. The municipalities, City of Novi and City of Wixom, shares of the cost' are $6,421,632 and $5,582,368 respectively as outlined in Attachment B of the proposed contract (attached). FINANCE COMMITTEE Committee Vote: Motion carried unanimously on a roll call vote with Page, Nelson and ReW0t, WHEREAS the acquisition of capacity in and construction of additional sewage disposal facilities will protect the public health and welfare of the citizens to be served thereby. NOW THEREFORE BE IT RESOLVED by the Board of Commissioners of Oakland County, Michigan, as follows: 1. The Board of Commissioners of the County of Oakland, Michigan, by a majority vote of its members elect, does hereby authorize and direct that the Huron-Rouge Sewage Disposal System heretofore established, be enlarged, extended, continued, maintained and operated as a sewage disposal system consisting of capacity in existing and new Wayne County and Oakland County sewage disposal facilities necessary to supply sewage disposal services to the City of Novi and to the City of Wixom. 2. The Board of Commissioners does hereby appoint the Oakland County Drain Commissioner as County Agency to implement said improvements under Act 342, Public Acts of Michigan, 1939, as amended, with all obligations incurred by the County Agency with respect to said improvements, unless otherwise authorized by the Board, to be payable from funds derived from federal grants or payments to be made by the OAKLAND LOCAL UNITS. 3. The Board of Commissioners does hereby approve the acquisition of capacity in the existing Huron-Rouge Sewage Disposal System by the City of Wixom and the acquisition of additional capacity by the City of Novi and the City of Wixom in accordance with the provisions of the CONTRACT between Oakland County the the OAKLAND LOCAL UNITS and the provisions of the AGREEMENT between Wayne County and Oakland County attached thereto. 4. The Wayne County - Oakland County Construction, Finance, and Service Agreement to be dated as of October 31 , 1986 and the North Huron Valley/Rouge Valley Wastewater Control System Contract - Oakland_ County to be dated October 31 , 1986, are hereby approved and the Oakland County Drain -Commissioner as County Agency is hereby authorized and directed to execute said CONTRACT and AGREEMENT, as attached to this resolution, on behalf of the County of Oakland. 5. In the attached CONTRACT between Oakland County and the OAKLAND LOCAL UNITS, 'the referenced to the "County" in paragraph 15 thereof .shall be interpreted as a reference to the "County Agency" as explained in the language of paragraph 17 of the CONTRACT. Miscellaneous Resolution 86287 October 9, 1986 BY: PLANNING & BUILDING COMMITTEE - Anne M. Hobart, Chairperson IN RE: SEWER, WATER & SOLID WASTE DIVISION - HURON-ROUGE SEWAGE DISPOSAL SYSTEM TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS there is an existing need to acquire additional sanitary interceptor capacity in Wayne County systems and additional transportation and treatment capacity in the City of Detroit to serve the City of Novi and the City of Wixom; and WHEREAS said improvements can be provided and financed by the County of Oakland by the County Drain Commissioner acting as County Agency through the exercise of the powers conferred by Act 342, Public Acts of Michigan, 1939, as amended; and WHEREAS the County of Oakland can, by acting in cooperation with the County of Wayne and the local units of government in the Wayne County Rouge Valley Sewage Disposal System, acquire capacity in the Rouge Valley System existing facilities and in additions thereto to be constructed by Wayne County and in part by Oakland County under the Wayne County-Oakland County, Construction, Finance, and Service Agreement, (herein the "AGREEMENT") to be dated October 31 1986 and submitted herewith; and WHEREAS the City of Novi and the City of Wixom (the "OAKLAND LOCAL UNITS") have approved the AGREEMENT and have authorized the County of Oakland to execute the same on their behalf and to provide documentation in the form of a contract between the County of Oakland and OAKLAND LOCAL UNITS as related to the PROJECT described in the AGREEMENT, which AGREEMENT provides for the acquisition of capacity in Wayne County and City of Detroit sewage transportation and treatment facilities, for the construction in Wayne County of additions to the Rouge Valley System, for construction in Oakland County by Oakland County of additions to and enlargements of the Huron-Rouge Sewage Disposal System, and allocates capacity and shares of cost of the additional facilities (herein the "PROJECT"); and WHEREAS it appears both necessary and desirable for Oakland County to contract with the OAKLAND LOCAL UNITS and enter into the AGREEMENT representing the City of Novi and the City of Wixom, and in said AGREEMENT, with the County of Wayne, agree to acquire the PROJECT and to construct the additional facilities, using to the extent available, federal grants and other funds as described in the AGREEMENT, and to provide for a partial transfer of capacity from the City of Novi to the City of Wixom in the existing Huron-Rouge Sewage Disposal System; and 6. The Oakland County Board of Commissioners does hereby designate the County Drain Commissioner acting as County Agency as the appointee from OAKLAND to the Rate Review Committee established under the provisions of paragraph 15 of the AGREEMENT between Wayne County and Oakland County attached hereto. Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDIN