HomeMy WebLinkAboutResolutions - 2015.07.16 - 22019MISCELLANEOUS RESOLUTION #15161 June 10, 2015
BY: Planning and Building Committee, Philip Weipert, Chairperson
IN RE: WATER RESOURCES COMMISSIONER — RESOLUTION TO AUTHORIZE EVERGREEN AND
FARMINGTON SEWAGE DISPOSAL SYSTEMS NORTH EVERGREEN INTERCEPTOR CONTRACTS
AND EVERGREEN AND FARMINGTON SEWAGE DISPOSAL SYSTEMS NORTH EVERGREEN
INTERCEPTOR BONDS, SERIES 2015
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
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 of Oakland (the "County"), by
Resolution No. 7674, adopted September 2, 1976, authorized and directed that there be established by
consolidation and merger a County system of sewage disposal improvements and services to serve
municipalities in the County, said system to be known as the "Evergreen and Farmington Sewage
Disposal Systems" (hereinafter sometimes referred to as the "System"), and designated the Oakland
County Drain Commissioner (now the Oakland County Water Resources Commissioner) as the County
Agency for the System with all powers and duties with respect thereto as are provided by Act 342; and
WHEREAS the Charter Township of Bloomfield ("Bloomfield Township"), the City of Bloomfield Hills
("Bloomfield Hills") and the City Troy ("Troy") (Bloomfield Township, Bloomfield Hills and Troy are
hereinafter sometimes referred to as the "Municipalities") are in urgent need of sewage disposal system
improvements and facilities constituting a part of the System described in the forms of the proposed
contracts hereinafter mentioned in order to promote the health and welfare of the residents thereof, which
sewage disposal improvements and facilities also would benefit the County and its residents, and the
parties to said proposed contracts have concluded that such improvements and facilities can be provided
and financed most economically and efficiently by the County through the exercise of the powers
conferred by Act 342, and especially Sections 5a, 5b and 5c thereof; and
WHEREAS by the terms of Act 342, the County and the Municipalities are authorized to enter into
contracts for the acquisition, construction and financing of the sewage disposal system improvements and
facilities to serve the Municipalities, for the payment of part of the cost thereof by Bloomfield Hills and
Troy in cash from available funds, and for the payment of the remaining cost thereof by Bloomfield
Township, with interest, and the County is then authorized to issue its bonds to provide the funds
necessary for Bloomfield Township's share of the cost; and
WHEREAS there has been submitted to this Board of Commissioners (i) a proposed Evergreen
Farmington Sewage Disposal Systems North Evergreen Interceptor NEI Hydraulic Improvements
Contract between the County, by and through the County Water Resources Commissioner, County
Agency, party of the first part, and the Municipalities, parties of the second part (the "NE1 Contract"), (ii) a
proposed Evergreen Farmington Sewage Disposal Systems North Evergreen Interceptor Stonycroft
Parallel Relief Sewer Contract between the County, by and through the County Water Resources
Commissioner, County Agency, party of the first part, and Bloomfield Township and Bloomfield Hills,
parties of the second part (the "Stonycroft Contract"), and (iii) a proposed Evergreen Farmington Sewage
Disposal Systems North Evergreen Interceptor Wattles Road Storage Contract between the County, by
and through the County Water Resources Commissioner, County Agency, party of the first part. and
Bloomfield Township and Troy, parties of the second part (the "Wattles Road Contract" together with the
NEI Contract and the Stonycroft Contract the "Contracts"), which Contracts provide for the acquisition.
construction and financing of the sewage disposal system improvements and facilities to the System (the
"Project") and which Contracts are hereinafter set forth in full; and
WHEREAS there have also been submitted for approval and adoption by this Board of Commissioners,
preliminary plans, specifications and estimates of the cost and period of usefulness of the Project; and
WHEREAS the Board of Commissioners desires to proceed with the Project, the approval and execution
of the Contracts to acquire, construct and finance the Project as provided in the Contracts and the
issuance of bonds by the County in an aggregate principal amount of not to exceed $4,000,000 to defray
Bloomfield Township's share of the cost of the Project; and
"WHEREAS the County has agreed in a Continuing Covenant Agreement dated as of September 27,
2013, between the County and Bank of America, N.A. (the "Bank of America Continuing Covenant
Agreement") to provide to Bank of America, N.A. certain information pursuant to Article VI, Section 6.05
(f) of the Bank of America Continuing Covenant Agreement which relates to a final official statement or
other offering or disclosure document prepared in connection with an offering of securities by the County.
PLANNING AND BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Jackson absent.
NOW THEREFORE BE IT RESOLVED by the Board of Commissioners of the County of Oakland,
Michigan, as follows:
1. APPROVAL OF PROJECT AND DESIGNATION OF COUNTY AGENCY. This Board of
Commissioners by majority vote of its members-elect does hereby approve, under and pursuant
to Act 342, (i) the Project constituting a part of the System, as specified and to be located as
shown in Exhibit A to each of the Contracts, and (ii) the services provided thereby; that the
Project shall serve the Municipalities; that the Oakland County Water Resources Commissioner is
hereby designated and appointed as the "County Agency" for the Project; that the County Agency
shall have all the powers and duties with respect to the Project and the System as are provided
by law and especially by Act 342; and that all obligations incurred by the County Agency with
respect to the Project and the System, unless otherwise authorized by this Board of
Commissioners, shall be payable solely from funds derived from the Municipalities as hereinafter
provided.
2. PLANS AND SPECIFICATIONS — ESTIMATES OF PERIOD OF USEFULNESS AND COST.
The preliminary plans and specifications for the Project as contained in Exhibits A and B to each
of the Contracts and the estimates of $7,359,000 as the aggregate cost thereof and of 40 years
and upwards as the period of usefulness thereof, as submitted to this Board of Commissioners,
are hereby approved and adopted.
3. APPROVAL OF THE CONTRACTS. The Contracts which have been submitted to this Board of
Commissioners, are hereby approved and adopted, and the County Agency is hereby authorized
and directed to execute and deliver the same for and on behalf of the County, in as many
counterparts as may be deemed advisable. The NEI Contract, the Stonycroft Contract and the
Wattles Road Contract are attached to this Resolution as "EXHIBIT 1," "EXHIBIT 2" and
"EXHIBIT 3," respectively.
4. AUTHORIZATION OF BONDS — PURPOSE. Bonds of the County aggregating the principal sum
of not to exceed Four Million Dollars ($4,000,000) shall be issued and sold pursuant to the
provisions of Act 342, and other applicable statutory provisions, for the purpose of defraying
Bloomfield Township's share of the cost of the Project.
5. BOND DETAILS. The bonds shall be designated "Evergreen and Farmington Sewage Disposal
Systems North Evergreen Interceptor Bonds, Series 2015," shall be dated as of the date
approved by the County Agency; 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 6% per annum as shall be determined by the County
Agency at the time of sale; shall be payable as to interest on such dates as shall be determined
by the County Agency; and shall be serial bonds and/or term bonds and mature in such amounts
and on such dates and in such years as shall be determined by the County Agency; provided,
however, that the final maturity of a series of bonds shall not be more than 30 years after the date
that such series of bonds is delivered to the initial purchasers thereof.
. PAYMENT OF PRINCIPAL AND INTEREST. The principal of and interest on the bonds shall be
payable in 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.
7. BOOK-ENTRY SYSTEM. Initially, one fully-registered bond for each maturity, in the aggregate
amount of such maturity, shall be issued in the name of Cede & Co., as nominee of The
Depository Trust Company ("OTC") for the benefit of other parties (the "Participants") in the book-
entry-only transfer system of DTC. In the event the County determines that it is in the best
interest of the County not to continue the book-entry system of transfer or that the interests of the
holders of the bonds might be adversely affected if the book-entry system of transfer is continued,
the County may notify DTC and the bond registrar and paying agent, whereupon DTC will notify
the Participants of the availability through DTC of bond certificates. In such event, the bond
registrar and paying agent shall deliver, transfer and exchange bond certificates as requested by
DTC and any Participant or "beneficial owner" in appropriate amounts in accordance with this
-2-
Resolution. DTC may determine to discontinue providing its services with respect to the bonds at
any time by giving notice to the County and the bond registrar and paying agent and discharging
its responsibilities with respect thereto under applicable law or the County may determine that
DTC is incapable of discharging its duties and may so advise DTC. In either such event, the
County shall use reasonable efforts to locate another securities depository. Under such
circumstances (if there is no successor securities depository), the County and the bond registrar
and paying agent shall be obligated to deliver bond certificates in accordance with the procedures
established by this Resolution. In the event bond certificates are issued, the provisions of this
Resolution shall apply to, among other things, the transfer and exchange of such certificates and
the method of payment of principal of and interest on such certificates. Whenever DTC requests
the County and the bond registrar and paying agent to do so, the County and the bond registrar
and paying agent shall cooperate with DTC in taking appropriate action after reasonable notice to
make available one or more separate certificates evidencing the bonds to any Participant having
bonds certified to its DTC account or to arrange for another securities depository to maintain
custody of certificates evidencing the bonds.
Notwithstanding any other provision of this Resolution to the contrary, so long as any bond is
registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the
principal of, interest on and redemption premium, if any, on such bonds and all notices with
respect to the bonds shall be made and given, respectively, to DTC as provided in the Blanket
Issuer Letter of Representations relating to the bonds. The County Treasurer and the County
Agency are each authorized to sign the Blanket Issuer Letter of Representations on behalf of the
County, in such form as such officer deems necessary or appropriate in order to accomplish the
issuance of the bonds in accordance with law and this Resolution.
8. PRIOR REDEMPTION. The bonds shall be subject to redemption prior to maturity upon such
terms and conditions as shall be determined by the County Agency.
9. BOND REGISTRAR AND PAYING AGENT. The County Treasurer 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 Treasurer
from time to time as required may designate a similarly qualified successor bond registrar and
paying agent.
10. EXECUTION, AUTHENTICATION AND DELIVERY OF BONDS. The bonds shall be executed in
the name of the County by the facsimile signatures of the Chairperson of the Board of
Commissioners and the County Clerk and authenticated by the manual signature of an authorized
representative 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 have been executed and
authenticated for delivery to the original purchaser thereof, they shall be delivered by the County
Treasurer to the purchaser upon receipt of the purchase price. Additional bonds bearing the
facsimile signatures of the Chairperson 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.
11. 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 registered owner or his duly authorized attorney, at the
option of the registered owner thereof, may 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 bond together with a
written instrument of transfer satisfactory 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 authorized denomination of the same aggregate principal amount and
-3-
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 [appropriate date to be inserted]."
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 6 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
the bond registrar and paying agent harmless from and against any and all loss, cost, charge,
expense, judgment or liability incurred by it, acting in good faith and without negligence
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.
12. FORM OF BONDS. The bonds shall be in substantially the following form, with such additions,
deletions and modifications as are approved by the County Agency and consistent with the terms
of this Resolution:
[FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF MICHIGAN
COUNTY OF OAKLAND
EVERGREEN AND FARMINGTON SEWAGE DISPOSAL SYSTEMS
NORTH EVERGREEN INTERCEPTOR BONDS, SERIES 2015
INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP
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
in the city of , Michigan, 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 specified above. Interest is payable on the first day of and in each
year, commencing 1, 201_. Principal and interest are payable in lawful money of the
United States of America. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.
This bond is one of a series of bonds aggregating the principal sum of
Dollars ($ ) 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
sewage disposal facilities to improve, enlarge and extend the Evergreen and Farmington Sewage
Disposal Systems to serve the County and the Charter Township of Bloomfield, the City of Bloomfield
Hills and the City of Troy (collectively, the "Municipalities"). The bonds of this series are issued in
anticipation of payments to be made by the Charter Township of Bloomfield in the aggregate principal
amount of Dollars ($ ), pursuant to the contracts among the
County and the Municipalities. The full faith and credit of the Charter Township of Bloomfield 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 have been pledged for the prompt
payment of the principal of and interest on the bonds of this series. Taxes levied by the Charter
Township of Bloomfield and the County to pay the principal of and interest on the bonds of this series are
subject to constitutional, statutory and charter tax limitations.
-5-
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 denomination, 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.
MANDATORY PRIOR REDEMPTION
Bonds maturing in the year
interest as follows:
are subject to mandatory prior redemption at par and accrued
Redemption Date
Principal Amount of
Bonds to be Redeemed
Bonds or portions of bonds to be redeemed by mandatory redemption shall be selected by lot.
(REPEAT IF MORE THAN ONE TERM BOND)
OPTIONAL PRIOR REDEMPTION
Bonds maturing prior to 1, 20_, are not subject to redemption prior to maturity. Bonds
maturing on and after 1, 20 , 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 interest payment dates
on and after 1, 20_. 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:
% of the par value of each bond called for redemption on or after
20_, but prior to 1, 20_;
of the par value of each bond called for redemption on or after 1 ,
20_, but prior to 1, 20 ;
No premium if called for redemption on or after
1,20 .
Not less than thirty days' nor more than sixty 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
-6-
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 the 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 Chairperson 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 registrar and paying agent.
COUNTY OF OAKLAND
By:
Chairperson, Board of Commissioners
[SEAL]
And:
County Clerk
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:
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(please print or type name, address and taxpayer identification number of transferee) the within bond and
all rights thereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
Signature(s) must be guaranteed by an eligible guarantor institution participating in a Securities
Transfer Association recognized signature guarantee program.
[END OF BOND FORM]
-10-
13. SECURITY. The bonds shall be issued in anticipation of payments to be made by Bloomfield
Township pursuant to the Contracts. The bonds shall be secured primarily by the full faith and
credit pledge made by Bloomfield Township in the Contracts pursuant to the authorization
contained in Act 342. As additional and secondary security the full faith and credit of the County
are pledged for the prompt payment of the principal of and interest on the bonds as the same
shall become due. If Bloomfield Township shall fail to make a payment to the County which is
sufficient to pay the principal of, premium, if any, 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. Taxes imposed by the County shall be subject to constitutional and statutory
limitations.
14. DEFEASANCE. In the event cash or direct obligations of the United States or obligations the
principal of and interest on which are guaranteed by the United States, or a combination thereof,
the principal of and interest on which, without reinvestment, come due at times and in amounts
sufficient to pay, at maturity or irrevocable call for earlier optional redemption, the principal of,
premium, if any, and interest on the bonds, or any portion thereof, shall have been deposited in
trust, this Resolution shall be defeased with respect to such bonds, and the owners of the bonds
shall have no further rights under this Resolution except to receive payment of the principal of,
premium, if any, and interest on such bonds from the cash or securities deposited in trust and the
interest and gains thereon and to transfer and exchange bonds as provided herein.
15. 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, provided, however, that such
Principal and Interest Fund may be pooled or combined for deposit or investment purposes with
other debt retirement funds created for nonvoted debt of the County (other than any special
assessment debt). From the proceeds of the sale of the bonds there shall be set aside in the
Principal and Interest Fund any premium as determined by order of the County Agency and any
accrued interest received from the purchaser of the bonds at the time of delivery of the same. All
payments received from Bloomfield Township pursuant to the Contracts are 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.
16. CONSTRUCTION FUND. The remainder of the proceeds of the sale of the bonds shall be set
aside in a construction fund or funds for the Project and used to defray the cost of the Project in
accordance with the provisions of the Contracts.
17. APPROVAL OF MICHIGAN DEPARTMENT OF TREASURY — EXCEPTION FROM PRIOR
APPROVAL. The issuance and sale of the bonds shall be subject to the County obtaining
qualified status or prior approval from the Department of Treasury of the State of Michigan
pursuant to Act 34, Public Acts of Michigan, 2001, as amended ("Act 34"), and, if necessary, the
County Treasurer and County Agency are each hereby authorized and directed to make
application to the Department of Treasury for approval to issue and sell the bonds as provided by
the terms of this Resolution and by Act 34. The County Treasurer and County Agency are
authorized to pay any filing fees required in connection with obtaining qualified status or prior
approval from the Department of Treasury. The County Treasurer and County Agency are further
authorized to request such waivers of the requirements of the Department of Treasury or Act 34
as necessary or desirable in connection with the sale of the bonds.
18. SALE, ISSUANCE, DELIVERY, TRANSFER AND EXCHANGE OF BONDS. The County Agency
is hereby authorized to determine the principal amount of the bonds to be sold and to determine
the other bond details as described in section 5 hereof and the terms and conditions for prior
redemption as described in section 8 hereof. In addition, in order to save the cost of publication
of an official notice of sale, the County Agency is hereby authorized to sell the bonds at a
negotiated sale after solicitation of proposals from prospective purchasers by Municipal Financial
Consultants Incorporated, which is hereby appointed as the County's financial consultant for the
bonds. The bonds shall be sold at a price that is not less than 98% of their par value, as
determined by the County Agency. The County's financial consultant is authorized to solicit
proposals from at least twenty-five prospective purchasers and to circulate a request for proposal
at least seven days prior to the date fixed for receipt of proposals for the purchase of the bonds.
The request for proposal shall be in the form approved by the County Agency. The financial
consultant is hereby designated to act for and on behalf of the County Agency to receive
proposals for the purchase of the Bonds and to take all other steps necessary in connection with
the sale and delivery thereof. The County Agency is hereby authorized to determine the low
proposer on the Bonds and to award the Bonds to such low proposer. The County Agency is
hereby authorized to do all other things necessary to effectuate the sale, issuance, delivery,
transfer and exchange of the Bonds in accordance with the provisions of this Resolution.
19. REPLACEMENT OF BONDS. Upon receipt by the County Treasurer of proof of ownership of an
unmatured bond, of satisfactory evidence that the bond has been lost, apparently destroyed or
wrongfully taken and of security or indemnity which complies with applicable law and is
satisfactory to the County Treasurer, the County Treasurer may authorize the bond registrar and
paying agent to deliver a new executed bond to replace the bond lost, apparently destroyed or
wrongfully taken in compliance with applicable law. In the event an outstanding matured bond is
lost, apparently destroyed or wrongfully taken, the County Treasurer may authorize the bond
registrar and paying agent to pay the bond without presentation upon the receipt of the same
documentation required for the delivery of a replacement bond. The bond registrar and paying
agent, for each new bond delivered or paid without presentation as provided above, shall require
the payment of expenses, including counsel fees, which may be incurred by the bond registrar
and paying agent and the County in the premises. Any bond delivered pursuant the provisions of
this section 19 in lieu of any bond lost, apparently destroyed or wrongfully taken shall be of the
same form and tenor and be secured in the same manner as the bond in substitution for which
such bond was delivered.
20. OFFICIAL STATEMENT. The County Agency and the County Treasurer are each authorized to
cause the preparation of an official statement for the bonds for the purpose of enabling
compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended
(the "Rule") and to do all other things necessary to enable compliance with the Rule. After the
award of the bonds, the County will provide copies of a "final official statement" (as defined in
paragraph (e)(3) of the Rule) on a timely basis and in reasonable quantity as requested by the
successful bidder or bidders to enable such bidder or bidders to comply with paragraph (b)(4) of
the Rule and the rules of the Municipal Securities Rulemaking Board.
21. CONTINUING DISCLOSURE. The County Treasurer is authorized to execute a certificate of the
County, constituting an undertaking to provide ongoing disclosure about the County for the
benefit of the holders of the bonds as required under paragraph (b)(5) of the Rule, and
amendments to such certificate from time to time in accordance with the terms of the certificate
(the certificate and any amendments thereto are collectively referred to herein as the "Continuing
Disclosure Certificate"). The County hereby covenants and agrees that it will comply with and
carry out all of the provisions of the Continuing Disclosure Certificate.
22. TAX COVENANT. The County covenants to comply with all requirements of the Internal
Revenue Code of 1986, as amended, necessary to assure that the interest on the bonds will be
and will remain excludable from gross income for federal income tax purposes. The County
Agency, the County Treasurer, the County Clerk and other appropriate County officials are
authorized to do all things necessary to assure that the interest on the bonds will be and will
remain excludable from gross income for federal income tax purposes.
23. NOTICE OF ISSUANCE OF BONDS. Within thirty (30) days after the issuance of the bonds,
either (1) a copy of the final official statement or other offering or disclosure document prepared
by the County in connection with the issuance of the bonds or (2) notice that such information has
been filed with the Electronic Municipal Market Access system of the Municipal Securities
Rulemaking Board and is publicly available shall be furnished to Bank of America, N.A. at the
following locations:
Bank of America, N.A.
Mail Code: 11_4-135-07-28
135 South LaSalle Street
Chicago, IL 60603
Attention: Thomas R. Denes
Bank of America, N.A.
Public Sector Banking Group
Mail Code: MI8-900-02-70
-12-
2600 W. Big Beaver Road
Troy, MI 48084
Attention: Susan Pendyg raft,
Senior Credit Support Association
In accordance with the Bank of America Continuing Covenant Agreement, the notices provided
for above shall be in writing and shall be transmitted by e-mail to the following addresses:
ryan.denesbaml.com and susan.pendyqraft(a,baml.com.
24. CONFLICTING RESOLUTIONS. All resolutions and parts of resolutions insofar as they may be
in conflict herewith are hereby rescinded.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing
resolution.
PLANNING AND BUILDING COMMITTEE
BLOOMFIELD 9007-411 1496933v1
Exhibit 1
EVERGREEN FARMINGTON SEWAGE DISPOSAL SYSTEMS
NORTH EVERGREEN INTERCEPTOR
NEI HYDRAULIC IMPROVEMENTS CONTRACT
THIS CONTRACT, made and entered into as of the 1 day of May, 2015, by and among
the COUNTY OF OAKLAND, a county corporation in the State of Michigan (hereinafter
sometimes referred to as the "County"), by and through its Water Resources Commissioner,
County Agency, and the CHARTER TOWNSHIP OF BLOOMFIELD, a Michigan charter
township ("Bloomfield Township"), the CITY OF BLOOMFIELD HILLS, a Michigan home
rule city ("Bloomfield Hills"), and the CITY OF TROY, a Michigan home rule city ("Troy"), all
located in the County of Oakland, State of Michigan, (Bloomfield Township, Bloomfield Hills
and Troy are hereinafter sometimes referred to as the "Municipalities" or individually, a
"Municipality").
WITNESSETH:
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, by
Resolution No. 7674, adopted September 2, 1976, authorized and directed that there be
established by consolidation and merger a county system of sewage disposal improvements and
services to serve the Municipalities and other municipalities in the County, said system to be
known as the "Evergreen and Farmington Sewage Disposal Systems" (hereinafter sometimes
referred to as the "System"), and designated the Oakland County Drain Commissioner (now the
Oakland County Water Resources Commissioner) as the county agency for the System with all
powers and duties with respect thereto as are provided by Act 342 (said Water Resources
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 facilities hereinafter described
as constituting the project as part of the System (the 'Project"), the County and the
Municipalities are authorized to enter into a contract, as hereinafter provided, for the acquisition
and construction of the Project by the County and for financing part of the cost thereof by
Bloomfield Hills and Troy in cash from available funds and for the payment of the remaining
cost thereof by the issuance of bonds by the County secured by the pledge of the full faith and
credit of Bloomfield Township 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 of such sewage disposal facilities to the
Municipalities in order to promote the health 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 provided and financed most economically and
efficiently 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 Project and estimates of the cost and period of
usefulness thereof have been prepared, all of which have been submitted to and approved by the
Board of Commissioners of the County and the governing bodies of the Municipalities and
placed on file with said Board of Commissioners in the office of the County Agency, said
estimates being set forth in Exhibit B hereunto attached; and
-2.
WHEREAS, it is proposed that the cost of the Project be financed in whole or in part by
cash payments to be made by Bloomfield Hills and Troy and the issuance of one or more series
of County bonds; and
WHEREAS, in order to provide for the acquisition and construction of the Project by the
County and the financing of all or part of the cost thereof by cash payments and 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 approve and agree to the acquisition, construction and
financing of the Project as herein provided, under and pursuant to Act 342 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 Project within their 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 Project and any improvements, enlargements or extensions
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. The Project shall consist of the sewage disposal system facilities as described and
specified in the preliminary plans set forth in Exhibit A, which is hereunto attached and is made
a part hereof, and which preliminary plans are on file with the County Agency and are approved
and adopted. The Project shall be acquired and constructed substantially in accordance with said
preliminary plans and in accordance with final plans and specifications to be prepared and
-3-
submitted by the consulting engineers, but variations therefrom that do not materially change the
location, capacities or overall design of the Project, and that do not require an increase in the
total estimated cost of the 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 body of each Municipality 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 the cost of the Project and the estimate of the period of usefulness thereof as set forth in
Exhibit B are 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 principal amount is necessary to finance that portion
of the cost of the Project which is in excess of the cash payments to be made by Bloomfield Hills
and Troy as provided in paragraph 6 hereof. Such bonds shall be issued in anticipation of, and
be payable primarily from, the payments to be made by Bloomfield Township to the County as
provided in this contract, and shall be secured secondarily, if so voted by the Board of
Commissioners of the County, by a pledge of the full faith and credit of the County, 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 Project and,
subject to the sale and delivery of County bonds and receipt of the cash payments to be made
under this contract by Bloomfield Hills and Troy, enter into construction contracts with the
lowest responsible bidder or bidders, procure from the contractors all necessary and proper
bonds, cause the Project to be constructed within a reasonable time, and do all other things
required by this contract and the laws of the State of Michigan. The County Agency may, in its
sole discretion, retain the services of a third-party engineering firm to perform contract
-4-
administration of the Project, and payment for such services shall be the responsibility of the
Municipalities as part of the cost of the Project as described in paragraph 6 hereof. 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 payments.
5. In the event that it shall become necessary to increase the estimated cost of the
Project for any reason, or if the actual cost of the Project shall exceed the estimated cost, whether
as the result of variations or :thanges made in the approved plans or otherwise, then the County
Agency shall not be obligated to pay such increased or excess cost unless the governing body of
each Municipality shall have adopted a resoludon 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 bonds in anticipation of increased or
additional payments agreed to be made by the Municipalities to the County in the manner
hereinafter provided; provided, however, that the adoption of such resolutions by the governing
bodies of the Municipalities shall not be required prior to or as a condition precedent to the
issuance of additional bonds by the County if the County previously has issued or contracted to
sell bonds to pay part of the cost of the Project 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 Project according to the plans as last approved prior to the time
when the previous bonds were issued or contracted to be sold.
6. The Municipalities shall pay to the County their respective shares of the cost of
the Project. The Municipalities hereby acknowledge that, except as may be pledged by the
County for payment of bonds as described in paragraph 3 hereof or as may be advanced by the
County pursuant to paragraph 13 hereof, no County general funds shall be appropriated or
pledged pursuant to this contract or for the Project. The County's role in the Project is strictly
-5-
limited to that set forth in Act 342, and the Municipalities shall be solely responsible for all
administration, finance and construction costs (including attorney fees and all dispute resolution
costs), and all costs of operation and maintenance of the Project. The cost of the Project is
hereby allocated to the Municipalities in accordance with the percentages and amounts set forth
in Exhibit B. That portion of the cost of the Project representing the costs of issuing the bonds,
including County administrative costs relating to the bonds (collectively "Issuance Costs"), shall
be paid by Bloomfield Township as hereinafter provided. Bloomfield Hills and Troy shall pay
their respective shares of the cost of the Project (less Issuance Costs) to the County in cash on the
date that the proceeds of the bonds are received by the County from the purchaser thereof. The
balance of the cost of the Project (including Issuance Costs) will be defrayed by the issuance of
the County bonds as provided in paragraphs 3 and 5 hereof. Bloomfield Township covenants
and agrees to pay the principal of and interest on the bonds and all paying agency and transfer
fees and other expenses and charges (including the County Agency's administrative expenses)
that are payable on account of the bonds (such fees, expenses and charges being herein called
"bond service charges"). The Municipalities covenant and agree to pay all costs and expenses
relating to lawsuits as described in paragraph 18 hereof and all items of cost described in
paragraph 7 hereof. Such payments of Bloomfield Township shall be made to the County in
annual installments, which shall be due and payable at least thirty days prior to each interest
payment date specified in the County bonds. Such annual installments shall commence on the
date that interest (other than capitalized interest) or principal first beaomes payable on the bonds,
and the aggregate amount of the installments shall be at least sufficient to pay all principal and
interest on the bonds, all bond service charges payable on account of the bonds and all other
costs described in this paragraph. The County Agency, within thirty days after delivery of the
County bonds to the purchaser, shall furnish the treasurer of Bloomfield Township with a
complete schedule of the principal of and interest on the bonds, and the County Agency also, at
least thirty days before each payment is due, shall advise the treasurer of Bloomfield Township
of the amount payable to the County on such date. If Bloomfield Township fails to make any
-6-
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 Bloomfield
Township from the obligation to make payments when due. The foregoing obligations shall
apply to all bonds issued by the County to defray the cost of the Project. Payments shall be made
by Bloomfield Township when due whether or not the Project has then been completed or placed
in operation.
7. The County Agency is hereby authorized, but not required, to utilize County
personnel for the administration of the Project. The Municipalities agree that the costs of
contract administration, auditing and financial services shall be part of the cost of the Project for
purposes of paragraph 6 hereof, whether such services are provided by County personnel or third
parties. In the case of County personnel, the costs attributed to the Project shall include the
allocable share of such personnel's salary and fringe benefits to the Project as determined by the
County Agency.
8. Bloomfield Township may pay in advance of maturity all or any part of its
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 or by paying to the County in cash
the principal amount of any County bonds that 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 surrendered or called for redemption.
-7-
9. The proceeds of sale of the bonds shall be used solely and only to pay that portion
of the cost of the Project allocable to Bloomfield Township, 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 (ii) retained by the County Agency
as a reserve for payment of the bond principal and interest maturities next falling due, and in
such event the contract obligations of Bloomfield Township 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 cancelled. In the
alternative, such surplus may be used, on request of Bloomfield Township and approval by the
Board of Commissioners of the County, to extend, enlarge or improve the System or to acquire
and construct additional sewage disposal system improvements and facilities to serve Bloomfield
Township.
10. Each Municipality, pursuant to the authorization of Section 5a of Act 342, hereby
pledges its full faith and credit for the prompt and timely payment of its obligations expressed in
this contract (which obligations, in the case of Bloomfield Hills and Troy, are limited to making
a single cash payment to the County as provided in paragraph 6 hereof) and, subject to applicable
constitutional, statutory and charter tax limitations, each year shall levy a tax in an amount that,
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 if at the time of making its annual tax levy, the Municipality
shall have on hand in cash other funds (or to its credit in the hands of the County), including
special assessment funds and sewage disposal system revenues, that 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 governing body of Bloomfield Township each year, at least 90 days prior to the
-8-
final date provided by law or charter for the making of the annual tax levy, shall submit to the
County Agency a written statement setting forth the amount of its obligations to the County that
become due and payable under this contract prior to the time of the next following year's tax
collections, the amount of the funds that Bloomfield Township has or will have on hand or to its
credit in the hands of the County that have been set aside and pledged for payment of 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 Agency promptly shall review such
statement and, if it finds that the proposed tax levy is insufficient, it shall so notify the governing
body of Bloomfield Township. The County Agency agrees to use any Bloomfield Township's
funds on hand with the County Agency, to the extent available, to make Bloomfield Township's
payments due on this cnntract as directed by Bloomfield Township. Bloomfield Township
hereby covenants and agrees that it will thereupon increase its levy to such extent as may be
required by the County Agency.
11. In the event that a Municipality shall fail for any reason to pay to the County
Agency 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
Municipality pursuant to the Michigan constitution is authorized hereby to withhold sufficient
funds to make up any default or deficiency in funds. In the event the County is required to
advance any money by reason of its pledge of full faith and credit on the bonds to be issued to
finance the acquisition and construction of the Project on account of the delinquency of
Bloomfield Township, the County Treasurer shall 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 Bloomfield Township and to pay such amount to the County. 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 Bloomfield Township that the
-9-
payments required to be made by it 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 Bloomfield
Township covenants and agrees that it will make its required payments to the County promptly
and at the times herein specified, without regard as to whether the Project herein contemplated is
actually completed or placed in operation; provided, however, that nothing herein contained shall
limit the obligation of the County to perform in accordance with the covenants contained herein.
12. No change in the jurisdiction over any territory in any of the Municipalities shall
impair in any manner the obligations of this contract or affect the obligations of the
Municipalities hereunder. In the event that all or any part of the territory of any Municipality is
incorporated as a new city or village 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 (including
the pledge of full faith and credit) of such Municipality, 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 governing body of such Municipality shall by mutual agreement and
with the written approval of the County Agency fix and determine such proper proportionate
share. The County Agency, prior to making such determination, shall receive a written
recommendation as to the proper proportionate share from a committee composed of one
representative designated by the governing body of such Municipality, one designated by the
governing body of the new municipality or the municipality incorporating or annexing such
territory and one independent registered 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
-10-
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. The County may advance funds, if approved by resolution adopted by a 2/3 vote
of the members-elect of its Board of Commissioners (as required by Section 8 of Act 342) for
administrative expenses, including engineering, legal and consulting expenses, incurred by the
County Agency in the performance of its duties and powers authorized by Act 342 and for
purposes of obtaining maps, plans, designs, specifications, cost estimates, rights-of-way and
permits for the Project. In such event, and io avoid paying interest on the advance, the
Municipalities shall, not later than two years after the date of adoption of the resolution of the
County Board of Commissioners approving such advance, reimburse the County for their
respective shares of the amount of any such advance; provided, however, that (i) the County
Board of Commissioners may extend the due date of such reimbursement by resolution adopted
by a 2/3 vote of its members-elect and (ii) the respective obligation of each Municipality shall be
reduced to the extent that County bonds are issued and the proceeds thereof are used to
reimburse the County for such advances. The obligations of the Municipalities to pay the
amounts set forth in this paragraph are full faith and credit obligations as described in paragraph
10 hereof. The County shall have all rights and remedies provided by this contract and Act 342
and otherwise pursuant to law to enforce the obligations of the Municipalities described in this
paragraph. In the event that any Municipality fails to reimburse the County for an advance made
pursuant to this paragraph when due, such Municipality shall pay to the County interest on such
unreimbursed amount from the date of such advance to the date of repayment at the interest rate
prevailing on six-month United States Treasury Bills on the date of adoption of the resolution of
the County Board of Commissioners approving the advance, to be compounded quarterly.
-1 I-
14. If County bonds are not sold to finance the acquisition and construction of any
portion of the Project within three years from the date of this contract through no fault of the
County or if the Project is abandoned for any reason, the Municipalities shall pay, or reimburse
the County for the payment of, all engineering, legal and other costs and expenses incurred by
the County Agency in connection with the Project in the percentages set forth in Exhibit B and
the Municipalities shall be entitled to all plans, specifications and other engineering data and
materials. The provisions of this paragraph may be waived or extended, either before or after the
expiration of the three year period, by resolution of each of the governing bodies of the
Municipalities and the Board of Commissioners of the County.
15. After completion of the Project the operation and maintenance of the Project shall
be in accordance with applicable agreements between the County and the Municipalities.
16. It is understood and agreed by the parties hereto that the System is to serve the
Municipalities and not the individual property owners and users thereof, unless by special
arrangement between the County Agency and the Municipalities. The responsibility of requiring
connection to and use of the System and/or providing such additional facilities as may be needed
shall be that of the Municipality wherein such property is located and such Municipality 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.
17. The County shall have no obligation or responsibility for providing facilities
except as herein expressly provided with respect to the acquisition and construction of the
Project or as otherwise provided by contract. The Municipalities 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
-12-
System, and otherwise improving the System. It is expressly agreed, nevertheless, that no such
connection 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. Any such permit
may be made conditional upon inspection and approval of new construction by the County.
18. The parties hereto agree that the costs and expenses of any lawsuits or Claims (as
hereinafter defined) arising directly or indirectly out of this contract or the construction or
financing of the Project, to the extent that such costs and expenses are chargeable against the
County or the County Agency, shall be deemed to constitute a part of the cost of the Project and
shall be paid by the Municipalities in the same manner as herein provided with respect to other
costs of the Project. In the event of such litigation or claims, the County Agency 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 Agency shall exercise its
discretion as to the retention of such counsel. In this contract, "Claims" means any alleged
losses, claims, complaints, demands for relief or damages, liability, penalties, costs, and
expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees,
court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other
amounts or liabilities of any kind which are imposed on, incurred by, or assessed against the
County, County Agency or Municipalities, or for which the County, County Agency or
Municipalities may become legally and/or contractually obligated to pay or defend against,
whether direct, indirect or consequential, whether based upon any alleged violation of the federal
or the State constitution, any federal or State statute, rule, regulation, or any alleged violation of
federal or State common law, whether any such claims are brought in law or equity, tort,
contract, or otherwise, and/or whether commenced or threatened. This paragraph shall not apply
to a lawsuit instituted by any a the Municipalities to enforce their respective rights under this
contract.
-13-
19. 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.
20. 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 Bloomfield Township to the payment of the principal of and interest on the bonds 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 outstanding and unpaid, the
provisions of this contract shall not be subject to any alteration or revision that would affect
adversely 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, supplemental contract 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 in the manner herein set forth, and will
not suffer to be done any act that would impair in any way the contract of said bonds, the
security therefor or the prompt payment of principal and interest thereon. It is declared hereby
that the terms of this contract and of any amendatory or supplemental contract and any contract
entered into pursuant hereto, insofar as they pertain to said bonds or to the payment of the
security thereof, shall be deemed to be for the benefit of the holders of said bonds.
21. In the event that any one or more of the provisions of this contract for any reason
shall 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, illegal or unenforceable provision had never been contained herein.
- 1 4-
22. This contract shall become effective after 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 Clerk
of any Municipality in accordance with the provisions of Section 5b of Act 342, this contract
shall not become effective until approved by the vote of a majority of the electors residing in
such Municipality qualified to vote and voting thereon at a general or special election. 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 service charges
on the bonds issued as hereinabove described and all other amounts owed by the Municipalities
to the County hereunder are fully paid and discharged. This contract 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 finance the Project if it is unable to sell
the bonds to finance the same. This contract may be executed in any number of counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed
and delivered by the undersigned, being duly authorized by their respective governing bodies.
COUNTY OF OAKLAND
Executed on „ 2015 By:
County Water Resources Commissioner
(County Agency)
CHARTER TOWNSHIP OF BLOOMFIELD
By:
Supervisor
Executed on , 2015 And:
Clerk
CITY OF BLOOMFIELD HILLS
By:
Mayor
Executed on ,2015 And:
Clerk
16-
CITY OF TROY
By:
Mayor
Executed on ,2015 And:
Clerk
BLOOMFIELD 9007-411 1460078v2
EXHIBIT "A"
EVERGREEN FARMINGTON SEWAGE DISPOSAL SYSTEM
NORTH EVERGREEN 1NERCEPTOR
NORTH EVERGREEN HYDRAULIC IMPROVEMENTS PROJECT DESCRIPTION (B4)
The Evergreen Farmington Sewage Disposal System (EFSDS) North Evergreen Interceptor
(NEI) Program will consist of design and construction of three (3) projects as described in the
NE! SRF Project Plan. The NEI Projects are required per an administrative Consent Order
(ACO) issued by the Michigan Department of Environmental Quality (MDEQ). The NEI
projects will provide linear pipe storage, parallel relief and storage and sewer system hydraulic
improvements for the EFSDS communities. These improvements are needed to store excess wet
weather sanitary flows that would have otherwise become a sanitary sewer overflow (SSO) due
to limited hydraulic capacity in the existing Evergreen Interceptor. These projects will be
designed and sized to address SSO events per the MDEQ's ACO (AFO-SW08-006) dated March
24,2009.
The NE! Hydraulic Improvements consists of hydraulic improvements at various locations to the
existing interceptor system (see Figure No. 1). The hydraulic improvements consist of creating
full height flow benches at sixteen (16) manholes, rehab of existing sewer crossing under
Woodward Avenue and re-alignment of existing interceptor to improve hydraulic characteristics
of the system.
This NEI project is serving Bloomfield Hills, Bloomfield Township and City of Troy. The
project costs and community cost allocations are provided in Exhibit B.
C:113Xid
Woodward Crossing - Sewer Relining
0 Manhole Bench Rehab
Proposed Manhole
Existing Sewer Relining
Proposed 24" Sewer
Existing Sanitary Sewer
Evergreen Farmington Sewage Disposal System
North Evergreen Interceptor
NE! Hydraulic Improvements (B4)
Figure No.
OVAS-4'.2)430-4:1;taiZiiii:47:a1"071ii
J.K.s4 0 SOO 1,000
Feet
LS 1 $ 646,000 $ 646.000
Sub-Total $ 646,000
35,000
58,140
12,920
106,000 Sub-Total $
7,000
4,000
2,000
7,000
$ 16.000
Sub-Total $ 36,000
16,500
32,300
6,460
51,680
19,380
126,000 Sub-Total $
Evergreen Farmington Sewage Disposal System
North Evergreen Interceptor
NEI Hydraulic Improvements (B4)
1) Contracted Services:
Troy Arm Hydraulic Improvements
2) Project Development
Consulting Engineering:
Design
Construction
Soil Borings and Material Testing
3) Contracted Services: Project Financing (1)
Bond Counsel
Financial Consultant
Official Statement
Bond Rating Fees
Bond Discount (11/2%)
4) County Services:
Administration
Engineering
Right-Of-Way
Construction Inspection
Surveying
Unit Qty Unit Price Cost
5) Contingency
$ 102,000
Estimate of Probable Project Cost $ 1,016,000
6) CVT Shares/Allocation:
Bloomfield Hills
Bloomfield Twp.
Troy
Total
3.1% $ 30,380
25.5% $ 285,900
71.4% $ 699,720
100.0% $ 1,016,000
Note (1) - Project Finanacing Fees are added into Bloomfield Townships Costs only. The other
communities are paying cash for their share of the project.
I hereby certify the period of usefulness of
these facilities to be forty (40) years and upwards.
Thomas G. Maxwell, . .
Project Engineer
Date: March 30,2015
Exhibit B
Exhibit 2
EVERGREEN FARMINGTON SEWAGE DISPOSAL SYSTEMS
NORTH EVERGREEN INTERCEPTOR
STONYCROFT PARALLEL RELIEF SEWER CONTRACT
THIS CONTRACT, made and entered into as of the l g day of May, 2015, by and among
the COUNTY OF OAKLAND, a county corporation in the State of Michigan (hereinafter
sometimes referred to as the "County"), by and through its Water Resources Commissioner,
County Agency, and the CHARTER TOWNSHIP OF BLOOMFIELD, a Michigan charter
township ("Bloomfield Township"), and the CITY OF BLOOMFIELD HILLS, a Michigan
home rule city ("Bloomfield Hills"), both located in the County of Oakland, State of Michigan,
(Bloomfield Township and Bloomfield Hills are hereinafter sometimes referred to as the
"Municipalities" or individually, a "Municipality").
WITNESSETH:
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, by
Resolution No 7674, adopted September 2, 1976, authorized and directed that there be
established by consolidation and merger a county system of sewage disposal improvements and
services to serve the Municipalities and other municipalities in the County, said system to be
known as the "Evergreen and Farmington Sewage Disposal Systems" (hereinafter sometimes
referred to as the "System"), and designated the Oakland County Drain Commissioner (now the
Oakland County Water Resources Commissioner) as the county agency for the System with all
powers and duties with respect thereto as are provided by Act 342 (said Water Resources
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 facilities hereinafter described
as constituting the project as part of the System (the "Project"), the County and the
Municipalities are authorized to enter into a contract, as hereinafter provided, for the acquisition
and construction of the Project by the County and for financing part of the cost thereof by
Bloomfield Hills in cash from available funds and for the payment of the remaining cost thereof
by the issuance of bonds by the County secured by the pledge of the full faith and credit of the
Bloomfield Township 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 of such sewage disposal facilities to the
Municipalities in order to promote the health 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 provided and financed most economically and
efficiently 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 Project and estimates of the cost and period of
usefulness thereof have been prepared, all of which have been submitted to and approved by the
Board of Commissioners of the County and the governing bodies of the Municipalities and
placed on file with said Board of Commissioners in the office of the County Agency, said
estimates being set forth in Exhibit B hereunto attached; and
-2-
WHEREAS, it is proposed that the cost of the Project be financed in whole or in part by
cash payments to be made by Bloomfield Hills and the issuance of one or more series of County
bonds; and
WHEREAS, in order to provide for the acquisition and construction of the Project by the
County and the financing of all or part of the cost thereof by cash payments and 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:
I. The parties hereto approve and agree to the acquisition, construction and
financing of the Project as herein provided, under and pursuant to Act 342. 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 Project within their 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 Project and any improvements, enlargements or extensions
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. The Project shall consist of the sewage disposal system facilities as described and
specified in the preliminary plans set forth in Exhibit A, which is hereunto attached and is made
a part hereof, and which preliminary plans are on file with the County Agency and are approved
and adopted. The Project shall be acquired and constructed substantially in accordance with said
preliminary plans and in accordance with final plans and specifications to be prepared and
-3-
submitted by the consulting engineers, but variations therefrom that do not materially change the
location, capacities or overall design of the Project, and that do not require an increase in the
total estimated cost of the 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 body of each Municipality 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 the cost of the Project and the estimate of the period of usefulness thereof as set forth in
Exhibit B are 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 principal amount is necessary to finance that portion
of the cost of the Project which is in excess of the cash payments to be made by Bloomfield Hills
as provided in paragraph 6 hereof. Such bonds shall be issued in anticipation of, and be payable
primarily from, the payments to be made by Bloomfield Township to the County as provided in
this contract, and shall be secured secondarily, if so voted by the Board of Commissioners of the
County, by a pledge of the full faith and credit of the County, 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 Project and,
subject to the sale and delivery of County bonds and receipt of the cash payments to be made
under this contract by Bloomfield Hills, enter into construction contracts with the lowest
responsible bidder or bidders, procure from the contractors all necessary and proper bonds, cause
the Project to be constructed within a reasonable time, and do all other things required by this
contract and the laws of the State of Michigan. The County Agency may, in its sole discretion,
retain the services of a third-party engineering firm to perform contract administration of the
Project, and payment for such services shall be the responsibility of the Municipalities as part of
the cost of the Project as described in paragraph 6 hereof. 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 payments.
5. In the event that it shall become necessary to increase the estimated cost of the
Project for any reason, or if the actual cost of the Project shall exceed the estimated cost, whether
as the result of variations or changes made in the approved plans or otherwise, then the County
Agency shall not be obligated to pay such increased or excess cost unless the governing body of
each Municipality shall have 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 the issuance of increased or additional bonds in anticipation of increased or
additional payments agreed to be made by the Municipalities to the County in the manner
hereinafter provided; provided, however, that the adoption of such resolutions by the governing
bodies of the Municipalities shall not be required prior to or as a condition precedent to the
issuance of additional bonds by the County if the County previously has issued or contracted to
sell bonds to pay part of the cost of the Project 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 Project according to the plans as last approved prior to the time
when the previous bonds were issued or contracted to be sold.
6. The Municipalities shall pay to the County their respective shares of the cost of
the Project. The Municipalities hereby acknowledge that, except as may be pledged by the
County for payment of bonds as described in paragraph 3 hereof or as may be advanced by the
County pursuant to paragraph 13 hereof, no County general funds shall be appropriated or
pledged pursuant to this contract or for the Project. The County's role in the Project is strictly
limited to that set forth in Act 342, and the Municipalities shall be solely responsible for all
administration, finance and constmction costs (including attorney fees and all dispute resolution
-5-
costs), and all costs of operation and maintenance of the Project. The cost of the Project is
hereby allocated to the Municipalities in accordance with the percentages and amounts set forth
in Exhibit B. That portion of the cost of the Project representing the costs of issuing the bonds,
including County administrative costs relating to the bonds (collectively "Issuance Costs"), shall
be paid by Bloomfield Township as hereinafter provided. Bloomfield Hills shall pay its share of
the cost of the Project (less Issuance Costs) to the County in cash on the date that the proceeds of
the bonds are received by the County from the purchaser thereof. The balance of the cost of the
Project (including Issuance Costs) will be defrayed by the issuance of the County bonds as
provided in paragraphs 3 and 5 hereof. Bloomfield Township covenants and agrees to pay the
principal of and interest on the bonds and all paying agency and transfer fees and other expenses
and charges (including the County Agency's administrative expenses) that are payable on
account of the bonds (such fees, expenses and charges being herein called "bond service
charges"). The Municipalities covenant and agree to pay all costs and expenses relating to
lawsuits as described in paragraph 18 hereof and all items of cost described in paragraph 7
hereof. Such payments of Bloomfield Township shall be made to the County in annual
installments, which shall be due and payable at least thirty days prior to each interest payment
date specified in the County bonds. Such annual installments shall commence on the date that
interest (other than capitalized interest) or principal first becomes payable on the bonds, and the
aggregate amount of the installments shall be at least sufficient to pay all principal and interest
on the bonds, all bond service charges payable on account of the bonds and all other costs
described in this paragraph. The County Agency, within thirty days after delivery of the County
bonds to the purchaser, shall furnish the treasurer of Bloomfield Township with a complete
schedule of the principal of and interest on the bonds, and the County Agency also, at least thirty
days before each payment is due, shall advise the treasurer of Bloomfield Township of the
amount payable to the County on such date. If Bloomfield Township 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
-6-
furnish the schedule or give the notice as above required shall not excuse Bloomfield Township
from the obligation to make payments when due. The foregoing obligations shall apply to all
bonds issued by the County to defray the cost of the Project. Payments shall be made by
Bloomfield Township when due whether or not the Project has then been completed or placed in
operation.
7. The County Agency is hereby authorized, but not required, to utilize County
personnel for the administration of the Project. The Municipalities agree that the costs of
contract administration, auditing and financial services shall be part of the cost of the Project for
purposes of paragraph 6 hereof, whether such services are provided by County personnel or third
parties. In the case of County personnel, the costs attributed to the Project shall include the
allocable share of such personnel's salary and fringe benefits to the Project as determined by the
County Agency.
8. Bloomfield Township may pay in advance of maturity all or any part of its
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 or by paying to the County in cash
the principal amount of any County bonds that 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 surrendered or called for redemption.
9. The proceeds of sale of the bonds shall be used solely and only to pay that portion
of the cost of the Project allocable to Bloomfield Township, and after completion thereof and
payment of all costs in connection therewith, any surplus remaining from the sale of the bonds
-7-
shall be (i) used to purchase the bonds on the open market or (ii) retained by the County Agency
as a reserve for payment of the bond principal and interest maturities next falling due, and in
such event the contract obligations of Bloomfield Township 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 cancelled. In the
alternative, such surplus may be used, on request of Bloomfield Township and approval by the
Board of Commissioners of the County, to extend, enlarge or improve the System or to acquire
and construct additional sewage disposal system improvements and facilities to serve Bloomfield
Township.
10. Each Municipality, pursuant to the authorization of Section 5a of Act 342, hereby
pledges its full faith and credit for the prompt and timely payment of its obligations expressed in
this contract (which obligations, in the case of Bloomfield Hills, are limited to making a single
cash payment to the County as provided in paragraph 6 hereof ) and, subject to applicable
constitutional, statutory and charter tax limitations, each year shall levy a tax in an amount that,
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 if at the time of making its annual tax levy, the
Municipalities shall have on hand in cash other funds (or to its credit in the hands of the County),
including special assessment funds and sewage disposal system revenues, that 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 governing body of Bloomfield Township each year, at least 90 days prior
to the final date provided by law or charter for the making of the annual tax levy, shall submit to
the County Agency a written statement setting forth the amount of its obligations to the County
that become due and payable under this contract prior to the time of the next following year's tax
-8-
collections, the amount of the funds that Bloomfield Township has or will have on hand or to its
credit in the hands of the County that have been set aside and pledged for payment of 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 Agency promptly shall review such
statement and, if it finds that the proposed tax levy is insufficient, it shall so notify the governing
body of Bloomfield Township. The County Agency agrees to use any Bloomfield Township's
funds on hand with the County Agency, to the extent available, to make Bloomfield Township's
payments due on this contract as directed by Bloomfield Township. Bloomfield Township
hereby covenants and agrees that it will thereupon increase its levy to such extent as may be
required by the County Agency,
11. In the event that a Municipality shall fail for any reason to pay to the County
Agency 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
Municipality pursuant to the Michigan constitution is authorized hereby to withhold sufficient
funds to make up any default or deficiency in funds. In the event the County is required to
advance any money by reason of its pledge of full faith and credit on the bonds to be issued to
finance the acquisition and construction of the Project on account of the delinquency of
Bloomfield Township, the County Treasurer shall 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 Bloomfield Township and to pay such amount to the County. 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 Bloomfield Township that the
payments required to be made by it 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 Bloomfield
Township covenants and agrees that it will make its required payments to the County promptly
-9-
and at the times herein specified, without regard as to whether the Project herein contemplated is
actually completed or placed in operation; provided, however, that nothing herein contained shall
limit the obligation of the County to perform in accordance with the covenants contained herein.
12. No change in the jurisdiction over any territory in either of the Municipalities
shall impair in any manner the obligations of this contract or affect the obligations of the
Municipalities hereunder. In the event that all or any part of the territory of either Municipality
is incorporated as a new city or village 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
(including the pledge of full faith and credit) of such Municipality, which proper proportionate
share shall be fixed and determined by the County Agency and shall be binding upon all parties
concerned unless, within sixty (50) 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 governing body of such Municipality shall by mutual
agreement and with the written approval of the County Agency fix and determine such proper
proportionate share. The County Agency, prior to making such determination, shall receive a
written recommendation as to the proper proportionate share from a committee composed of one
representative designated by the governing body of such Municipality, one designated by the
governing body of the new municipality or the municipality incorporating or annexing such
territory and one independent registered 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)
-10-
days after its appointment or within any extension thereof by the County Agency, then the
County Agency may proceed without such recommendation.
13. The County may advance funds, if approved by resolution adopted by a 2/3 vote
of the members-elect of its Board of Commissioners (as required by Section 8 of Act 342) for
administrative expenses, including engineering, legal and consulting expenses, incurred by the
County Agency in the performance of its duties and powers authorized by Act 342 and for
purposes of obtaining maps, plans, designs, specifications, cost estimates, rights-of-way and
permits for the Project. In such event, and to avoid paying intlrest on the advance, the
Municipalities shall, not later than two years after the date of adoption of the resolution of the
County Board of Commissioners approvihg such advance, reimburse the County for their
respective shares of the amount of any such advance; provided, however, that (i) the County
Board of Commissioners may extend the due date of such reimbursement by resolution adopted
by a 213 vote of its members-elect and (ii) the respective obligation of each Municipality shall be
reduced to the extent that County bonds are issued and the proceeds thereof are used to
reimburse the County for such advances. The obligations of the Municipalities to pay the
amounts set forth in this paragraph are full faith and credit obligations as described in paragraph
10 hereof. The County shall have all rights and remedies provided by this contract and Act 342
and otherwise pursuant to law to enforce the obligations of the Municipalities described in this
paragraph. In the event that either Municipality fails to reimburse the County for an advance
made pursuant to this paragraph when due, such Municipality shall pay to the County interest on
such unreimbursed amount from the date of such advance to the date of repayment at the interest
rate prevailing on six-month United States Treasury Bills on the date of adoption of the
resolution of the County Board of Commissioners approving the advance, to be compounded
quarterly.
14. If County bonds are not sold to finance the acquisition and construction of any
portion of the Project within three years from the date of this contract through no fault of the
County or if the Project is abandoned for any reason, the Municipalities shall pay, or reimburse
the County for the payment of, all engineering, legal and ether costs and expenses incurred by
the County Agency in connection with the Project in the percentages set forth in Exhibit B and
the Municipalities shall be entitled to all plans, specifications and other engineering data and
materials. The provisions of this paragraph may be waived or extended, either before or after the
expiration of the three year period, by resolution of each of the governing bodies of the
Municipalities and the Board of Commissioners of the County.
15. After completion of the Project the operation and maintenance of the Project shall
be in accordance with applicable agreements between the County and the Municipalities.
16. It is understood and agreed by the parties hereto that the System is to serve the
Municipalities and not the individual property owners and users thereof, unless by special
arrangement between the County Agency and the Municipalities, The responsibility of requiring
connection to and use of the System and/or providing such additional facilities as may be needed
shall be that of the Municipality wherein such property is located and such Municipality 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.
17. The County shall have no obligation or responsibility for providing facilities
except as herein expressly provided with respect to the acquisition and construction of the
Project or as otherwise provided by contract. The Municipalities 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
-12-
System, and otherwise improving the System. It is expressly agreed, nevertheless, that no such
connection 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. Any such permit
may be made conditional upon inspection and approval of new construction by the County.
18. The parties hereto agree that the costs and expenses of any lawsuits or Claims (as
hereinafter defined) arising directly or indirectly out of this contract or the construction or
financing of the Project, to the extent that such costs and expenses are chargeable against the
County or the County Agency, shall be deemed to constitute a part of the cost of the Project and
shall be paid by the Municipalities in the same manner as herein provided with respect to other
costs of the Project. In the event of such litigation or claims, the County Agency 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 Agency shall exercise its
discretion as to the retention of such counsel. In this contract, "Claims" means any alleged
losses, claims, complaints, demands for relief or damages, liability, penalties, costs, and
expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees,
court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other
amounts or liabilities of any kind which are imposed on, incurred by, or assessed against the
County, County Agency or Municipalities, or for which the County, County Agency or
Municipalities may become legally and/or contractually obligated to pay or defend against,
whether direct, indirect or consequential, whether based upon any alleged violation of the federal
or the State constitution, any federal or State statute, rule, regulation, or any alleged violation of
federal or State common law, whether any such claims are brought in law or equity, tort,
contract, or otherwise, and/or whether commenced or threatened. This paragraph shall not apply
to a lawsuit instituted by either of the Municipalities to enforce their respective rights under this
contract.
-13-
19. 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.
20. 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 Bloomfield Township to the payment of the principal of and interest on the bonds 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 outstanding and unpaid, the
provisions of this contract shall not be subject to any alteration or revision that would affect
adversely 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, supplemental contract 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 in the manner herein set forth, and will
not suffer to be done any act that would impair in any way the contract of said bonds, the
security therefor or the prompt payment of principal and interest thereon. It is declared hereby
that the terms of this contract and of any amendatory or supplemental contract and any contract
entered into pursuant hereto, insofar as they pertain to said bonds or to the payment of the
security thereof, shall be deemed to be for the benefit of the holders of said bonds.
21. In the event that any one or more of the provisions of this contract for any reason
shall 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, illegal or unenforceable provision had never been contained herein.
-14-
22. This contract shall become effective after 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 it within the 45-day period, a proper petition is filed with the Clerk
of either Municipality in accordance with the provisions of Section Sb of Act 342, this contract
shall not become effective until approved by the vote of a majority of the electors residing in
such Municipality qualified to vote and voting thereon at a general or special election. 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 service charges
on the bonds issued as hereinabove described and all other amounts owed by the Municipalities
to the County hereunder are fully paid and discharged. This contract 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 finance the Project if it is unable to sell
the bonds to finance the same. This contract may be executed in any number of counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed
and delivered by the undersigned, being duly authorized by their respective governing bodies.
COUNTY OF OAKLAND
Executed on ,2015 By:
County Water Resources Commissioner
(County Agency)
CHARTER TOWNSHIP OF BLOOMFIELD
By:
Supervisor
Executed on , 2015 And:
Clerk
CITY OF BLOOMFIELD HILLS
By:
Mayor
Executed on ,2015 And:
Clerk
Troy 9007-411 1460207v2
EXHIBIT "A"
EVERGREEN FARMINGTON SEWAGE DISPOSAL SYSTEM
NORTH EVERGREEN INERCEPTOR
STONYCROFT PARALLEL RELIEF SEWER (C2)
The Evergreen Farmington Sewage Disposal System (EFSDS) North Evergreen Interceptor
(NEI) Program will consist of design and construction of three (3) projects as described in the
NE! SRF Project Plan. The NE! Projects are required per an administrative Consent Order
(ACO) issued by the Michigan Department of Environmental Quality (MDEQ). The NEI
projects will provide linear pipe storage, parallel relief and storage and sewer system hydraulic
improvements for the EFSDS communities. These improvements are needed to store excess wet
weather sanitary flows that would have otherwise become a sanitary sewer overflow (SSO) due
to limited hydraulic capacity in the existing Evergreen Interceptor. These projects will be
designed and sized to address SSO events per the MDEQ's ACO (AFO-SW08-006) dated March
24, 2009.
The proposed Stonycroft Parallel Relief Sewer is needed to address the lack of hydraulic
transport capacity needed during wet weather flows. This new parallel relief will help to
mitigate future sanitary sewer overflows. Figure No. 1 provides a location map of this
improvement.
This NEI project is serving portions of the City of Bloomfield Hills and Bloomfield Township.
The project costs and community cost allocations are provided in Exhibit B.
=MUM
(1:),S) Amy Pump Station
Sanitary Manhole
- Existing Sewer
• Prop. Junction Chamber
Prop. Manhole
— Prop. 21" Sewer
Proposed 21" Parallel Relief Sewer
DIMRC
WATIA311.404IRCES COMI4iSIONI111 0 250 500 E
— Feet
Evergreen Farmington Sewage Disposal System
North Evergreen IntercePfor
Stonycroft Parallel Relief Sewer (C2)
Figure No. 1
I hereby certify-the period of usefulness of
these facilities to he forty (40) years and upwards: , ,
• Thomas G:Maxwell,`"P
Project Engineer
Date: March 30,2015
Evergreen Farmington Sewage Disposal System
North Evergreen Interceptor
Stonycroft Parallel Relief Sewer (C2)
1) Contracted Services:
Stonycroft Relief Sewer
Easement Acquisition
Unit MI/ Unit Price Cost
LS 1 $ 939,000 $ 939,000
LS 1 $ 150.000 $ 150,000
Sub-Total $ 1,089,000
2) Project Development
Consulting Englneering:
Design
Construction
Soil Borings and Material Testing
3) Contracted Services: Project Financing (1)
Bond Counsel
Financial Consultant
Official Statement
Bond Rating Fees
Bond Discount (11/2%)
4) County Services:
Administration
Engineering
Right-Of-Way
Construction Inspection
Surveying
54,000
98,010
21,780
204,000 Sub-Total $
7,000
4,000
2,000
7,000
16,000
36,000 Sub-Total $
21,000
54,450
16,335
87,120
32,670
212,000 Sub-Total $
5) Contingency
6) CVT Allocations/Costs:
$ 172,000 4
Estimate of Probable Project Cost $ 1,713,000
Bloomfield Hills 6.9% $ 115,713
Bloomfield Twp. 93.1% $ 1,597,287
Total ' 100.0% $ 1,713,000
Note (1) - Project Plniiaoind Pees are added into Bloomfield Townallips Costs only. The City of
Bloomfield Fulls Is cash for their share of the PrajeCt.
Exhibit B
Exhibit 3
EVERGREEN FARMINGTON SEWAGE DISPOSAL SYSTEMS
NORTH EVERGREEN INTERCEPTOR WATTLES ROAD STORAGE CONTRACT
THIS CONTRACT, made and entered into as of the 1 day of May, 2015, by and among
the COUNTY OF OAKLAND, a county corporation in the State of Michigan (hereinafter
sometimes referred to as the "County"), by and through its Water Resources Commissioner,
County Agency, and the CHARTER TOWNSHIP OF BLOOMFIELD, a Michigan charter
township ("Bloomfield Township"), and the CITY OF TROY, a Michigan home rule city
("Troy"), both located in the County of Oakland, State of Michigan, (Bloomfield Township and
Troy are hereinafter sometimes referred to as the "Municipalities" or individually, a
"Municipality").
WITNESSETH:
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, by
Resolution No. 7674, adopted September 2, 1976, authorized and directed that there be
established by consolidation and merger a county system of sewage disposal improvements and
services to serve the Municipalities and other municipalities in the County, said system to be
known as the "Evergreen and Farmington Sewage Disposal Systems" (hereinafter sometimes
referred to as the "System"), and designated the Oakland County Drain Commissioner (now the
Oakland County Water Resources Commissioner) as the county agency for the System with all
powers and duties with respect thereto as are provided by Act 342 (said Water Resources
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 facilities hereinafter described
as constituting the project as part of the System (the "Project"), the County and the
Municipalities are authorized to enter into a contract, as hereinafter provided, for the acquisition
and construction of the Project by the County and for financing part of the cost thereof by Troy
in cash from available funds and for the payment of the remaining cost thereof by the issuance of
bonds by the County secured by the pledge of the full faith and credit of Bloomfield Township 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 of such sewage disposal facilities to the
Municipalities in order to promote the health 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 provided and financed most economically and
efficiently 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 Project and estimates of the cost and period of
usefulness thereof have been prepared, all of which have been submitted to and approved by the
Board of Commissioners of the County and the governing bodies of the Municipalities and
placed on file with said Board of Commissioners in the office of the County Agency, said
estimates being set forth in Exhibit B hereunto attached; and
WHEREAS, it is proposed that the cost of the Project be financed in whole or in part by
cash payments to be made by Troy and the issuance of one or more series of County bonds; and
WHEREAS, in order to provide for the acquisition and construction of the Project by the
County and the financing of all or part of the cost thereof by cash payments and 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 approve and agree to the acquisition, construction and
financing of the Project as herein provided, under and pursuant to Act 342. 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 Project within their 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 Project and any improvements, enlargements or extensions
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. The Project shall consist of the sewage disposal system facilities as described and
specified in the preliminary plans set forth in Exhibit A, which is hereunto attached and is made
a part hereof, and which preliminary plans are on file with the County Agency and are approved
and adopted. The Project shall be acquired and constructed substantially in accordance with said
preliminary plans and in accordance with final plans and specifications to be prepared and
submitted by the consulting engineers, but variations therefrom that do not materially change the
location, capacities or overall design of the Project, and that do not require an increase in the
total estimated cost of the 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
-3-
the governing body of each Municipality 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 the cost of the Project and the estimate of the period of usefulness thereof as set forth in
Exhibit B are 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 principal amount is necessary to finance that portion
of the cost of the Project which is in excess of the cash payments to be made by Troy as provided
in paragraph 6 hereof. Such bonds shall be issued in anticipation of, and be payable primarily
from, the payments to be made by Bloomfield Township to the County as provided in this
contract, and shall be secured secondarily, if so voted by the Board of Commissioners of the
County, by a pledge of the full faith and credit of the County, 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 Project and,
subject to the sale and delivery of County bonds and receipt of the cash payments to be made
under this contract by Troy, enter into construction contracts with the lowest responsible bidder
or bidders, procure from the contractors all necessary and proper bonds, cause the Project to be
constructed within a reasonable time, and do all other things required by this contract and the
laws of the State of Michigan. The County Agency may, in its sole discretion, retain the services
of a third-party engineering firm to perform contract administration of the Project, and payment
for such services shall be the responsibility of the Municipalities as part of the cost of the Project
as described in paragraph 6 hereof. 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 payments.
-4-
5. In the event that it shall become necessary to increase the estimated cost of the
Project for any reason, or if the actual cost of the Project shall exceed the estimated cost, whether
as the result of variations or changes made in the approved plans or otherwise, then the County
Agency shall not be obligated to pay such increased or excess cost unless the governing body of
each Municipality shall have 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 the issuance of increased or additional bonds in anticipation of increased or
additional payments agreed to be made by the Municipalities to the County in the manner
hereinafter provided; provided, however, that the adoption of such resolutions by the governing
bodies of the Municipalities shall not be required prior to or as a condition precedent to the
issuance of additional bonds by the County if the County previously has issued or contracted to
sell bonds to pay part of the cost of the Project 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 Project according to the plans as last approved prior to the time
when the previous bonds were issued or contracted to be sold.
6. The Municipalities shall pay to the County their respective shares of the cost of
the Project. The Municipalities hereby acknowledge that, except as may be pledged by the
County for payment of bonds as described in paragraph 3 hereof or as may be advanced by the
County pursuant to paragraph 13 hereof, no County general funds shall be appropriated or
pledged pursuant to this contract or for the Project. The County's role in the Project is strictly
limited to that set forth in Act 342, and the Municipalities shall be solely responsible for all
administration, finance and construction costs (including attorney fees and all dispute resolution
costs), and all costs of operation and maintenance of the Project. The cost of the Project is
hereby allocated to the Municipalities in accordance with the percentages and amounts set forth
in Exhibit B. That portion of the cost of the Project representing the costs of issuing the bonds,
including County administrative costs relating to the bonds (collectively "Issuance Costs"), shall
-5-
be paid by Bloomfield Township as hereinafter provided. Troy shall pay its share of the cost of
the Project (less Issuance Costs) to the County in cash on the date that the proceeds of the bonds
are received by the County from the purchaser thereof. The balance of the cost of the Project
(including Issuance Costs) will be defrayed by the issuance of the County bonds as provided in
paragraphs 3 and 5 hereof. Bloomfield Township covenants and agrees to pay the principal of
and interest on the bonds and all paying agency and transfer fees and other expenses and charges
(including the County Agency's administrative expenses) that are payable on account of the
bonds (such fees, expenses and charges being herein called "bond service charges"). The
Municipalities covenant and agree to pay all costs and expenses relating to lawsuits as described
in paragraph 18 hereof and all items of cost described in paragraph 7 hereof Such payments of
Bloomfield Township shall be made to the County in annual installments, which shall be due and
payable at least thirty days prior to each interest payment date specified in the County bonds.
Such annual installments shall commence on the date that interest (other than capitalized
interest) or principal first becomes payable on the bonds, and the aggregate amount of the
installments shall be at least sufficient to pay all principal and interest on the bonds, all bond
service charges payable on account of the bonds and all other costs described in this paragraph.
The County Agency, within thirty days after delivery of the County bonds to the purchaser, shall
furnish the treasurer of Bloomfield Township with a complete schedule of the principal of and
interest on the bonds, and the County Agency also, at least thirty days before each payment is
due, shall advise the treasurer of Bloomfield Township of the amount payable to the County on
such date. If Bloomfield Township fails to make any payment to the County when due, the same
shall be subject to a penalty of I% 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 Bloomfield Township from the obligation to make
payments when due. The foregoing obligations shall apply to all bonds issued by the County to
defray the cost of the Project. Payments shall be made by Bloomfield Township when due
whether or not the Project has then been completed or placed in operation.
-6-
7. The County Agency is hereby authorized, but not required, to utilize County
personnel for the administration of the Project. The Municipalities agree that the costs of
contract administration, auditing and financial services shall be part of the cost of the Project for
purposes of paragraph 6 hereof, whether such services are provided by County personnel or third
parties. In the case of County personnel, the costs attributed to the Project shall include the
allocable share of such personnel's salary and fringe benefits to the Project as determined by the
County Agency.
8. Bloomfield Township may pay in advance of maturity all or any part of its
installment due the County on tho bonds by surrendering to the County bonds issued hereunder
of a like principal amount maturing in the same calendar year or by paying to the County in cash
the principal amount of any County bonds that 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 surrendered or called for redemption.
9. The proceeds of sale of the bonds shall be used solely and only to pay that portion
of the cost of the Project allocable to Bloomfield Township, 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 (ii) retained by the County Agency
as a reserve for payment of the bond principal and interest maturities next falling due, and in
such event the contract obligations of Bloomfield Township 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 cancelled. In the
-7-
alternative, such surplus may be used, on request of Bloomfield Township and approval by the
Board of Commissioners of the County, to extend, enlarge or improve the System or to acquire
and construct additional sewage disposal system improvements and facilities to serve Bloomfield
Township.
10, Each Municipality, pursuant to the authorization of Section 5a of Act 342, hereby
pledges its full faith and credit for the prompt and timely payment of its obligations expressed in
this contract (which obligations, in the case of Troy, are limited to making a single cash payment
to the County as provided in paragraph 6 hereof) and, subject to applicable constitutional,
statutory and charter tax limitations, each year shall levy a tax in an amount that, 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 if at the time of making its annual tax levy, the Municipalities shall have
on hand in cash other funds (or to its credit in the hands of the Count)'), including special
assessment funds and sewage disposal system revenues, that 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
governing body of Bloomfield Township each year, at least 90 days prior to the final date
provided by law or charter for the making of the annual tax levy, shall submit to the County
Agency a written statement setting forth the amount of its obligations to the County that become
due and payable under this'contract prior to the time of the next following year's tax collections,
the amount of the funds that Bloomfield Township has or will have on hand or to its credit in the
hands of the County that have been set aside and pledged for payment of 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 Agency promptly shall review such statement and, if it
finds that the proposed tax levy is insufficient, it shall so notify the governing body of
Bloomfield Township. The County Agency agrees to use any Bloomfield Township's funds on
-8-
hand with the County Agency, to the extent available, to make Bloomfield Township's payments
due on this contract as directed by Bloomfield Township. Bloomfield Township hereby
covenants and agrees that it will thereupon increase its levy to such extent as may be required by
the County Agency.
11. In the event that a Municipality shall fail for any reason to pay to the County
Agency 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
Municipality pursuant to the Michigan constitution is authorized hereby to withhold sufficient
funds to make up any default or deficiency in funds. In the event the County is required to
advance any money by reason of its pledge of full faith and credit on the bonds to be issued to
finance the acquisition and construction of the Project on account of the delinquency of
Bloomfield Township, the County Treasurer shall 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 Bloomfield Township and to pay such amount to the County. 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 Bloomfield Township that the
payments required to be made by it 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 Bloomfield
Township covenants and agrees that it will make its required payments to the County promptly
and at the times herein specified, without regard as to whether the Project herein contemplated is
actually completed or placed in operation; provided, however, that nothing herein contained shall
limit the obligation of the County to perform in accordance with the covenants contained herein.
12. No change in the jurisdiction over any territory in either of the Municipalities
shall impair in any manner the obligations of this contract or affect the obligations of the
-9-
Municipalities hereunder. In the event that all or any part of the territory of either Municipality
is incorporated as a new city or village 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
(including the pledge of full faith and credit) of such Municipality, 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 governing body of such Municipality shall by mutual
agreement and with the written approval of the County Agency fix and determine such proper
proportionate share. The County Agency, prior to making such determination, shall receive a
written recommendation as to the proper proportionate share from a committee composed of one
representative designated by the governing body of such Municipality, one designated by the
governing body of the new municipality or the municipality incorporating or annexing such
territory and one independent registered 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. The County may advance funds, if approved by resolution adopted by a 2/3 vote
of the members-elect of its Board of Commissioners (as required by Section 8 of Act 342) for
administrative expenses, including engineering, legal and consulting expenses, incurred by the
County Agency in the performance of its duties and powers authorized by Act 342 and for
-10-
purposes of obtaining maps, plans, designs, specifications, cost estimates, rights-of-way and
permits for the Project. In such event, and to avoid paying interest on the advance, the
Municipalities shall, not later than two years after the date of adoption of the resolution of the
County Board of Commissioners approving such advance, reimburse the County for their
respective shares of the amount of any such advance; provided, however, that (i) the County
Board of Commissioners may extend the due date of such reimbursement by resolution adopted
by a 2/3 vote of its members-elect and (ii) the respective obligation of each Municipality shall be
reduced to the extent that County bonds are issued and the proceeds thereof are used to
reimburse the County for such advances. The obligations of the Municipalities to pay the
amounts set forth in this paragraph are full faith and credit obligations as described in paragraph
10 hereof. The County shall have all rights and remedies provided by this contract and Act 342
and otherwise pursuant to law to enforce the obligations of the Municipalities described in this
paragraph. In the event that either Municipality fails to reimburse the County for an advance
made pursuant to this paragraph when due, such Municipality shall pay to the County interest on
such unreimbursed amount from the date of such advance to the date of repayment at the interest
rate prevailing on six-month United States Treasury Bills on the date of adoption of the
resolution of the County Board of Commissioners approving the advance, to be compounded
quarterly.
14. If County bonds are not sold to finance the acquisition and construction of any
portion of the Project within three years from the date of this contract through no fault of the
County or if the Project is abandoned for any reason, the Municipalities shall pay, or reimburse
the County for the payment of, all engineering, legal and other costs and expenses incurred by
the County Agency in connection with the Project in the percentages set forth in Exhibit B and
the Municipalities shall be entitled to all plans, specifications and other engineering data and
materials, The provisions of this paragraph may be waived or extended, either before or after the
expiration of the three year period, by resolution of each of the governing bodies of the
Municipalities and the Board of Commissioners of the County.
15. After completion of the Project the operation and maintenance of the Project shall
be in accordance with applicable agreements between the County and the Municipalities.
16. It is understood and agreed by the parties hereto that the System is to serve the
Municipalities and not the individual property owners and users thereof, unless by special
arrangement between the County Agency and the Municipalities. The responsibility of requiring
connection to and use of the System and/or providing such additional facilities as may be needed
shall be that of the Municipality wherein such property is located and such Municipality 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.
17. The County shall have no obligation or responsibility for providing facilities
except as herein expressly provided with respect to the acquisition and construction of the
Project or as otherwise provided by contract. The Municipalities 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 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. Any such permit
may be made conditional upon inspection and approval of new construction by the County.
18. The parties hereto agree that the costs and expenses of any lawsuits or Claims (as
hereinafter defined) arising directly or indirectly out of this contract or the construction or
-12-
financing of the Project, to the extent that such costs and expenses are chargeable against the
County or the County Agency, shall be deemed to constitute a part of the cost of the Project and
shall be paid by the Municipalities in the same manner as herein provided with respect to other
costs of the Project. In the event of such litigation or claims, the County Agency 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 reprecentation within a reasonable time, the County Agency shall exercise its
discretion as to the retention of such counsel. In this contract, "Claims" means any alleged
losses, claims, complaints, demands for relief or damages, liability, penalties, costs, and
expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees,
court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other
amounts or liabilities of any kind which are imposed on, incurred by, or assessed against the
County, County Agency or Municipalities, or for which the County, County Agency or
Municipalities may become legally and/or contractually obligated to pay or defend against,
whether direct, indirect or consequential, whether based upon any alleged violation of the federal
or the State constitution, any federal or State statute, rule, regulation, or any alleged violation of
federal or State common law, whether any such claims are brought in law or equity, tort,
contract, or otherwise, and/or whether commenced or threatened. This paragraph shall not apply
to a lawsuit instituted by either of the Municipalities to enforce their respective rights under this
contract.
19. 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.
20. 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
-13-
pledge of Bloomfield Township to the payment of the principal of and interest on the bonds 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 outstanding and unpaid, the
provisions of this contract shall not be subject to any alteration or revision that would affect
adversely 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, supplemental contract 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 in the manner herein set forth, and will
not suffer to be done any act that would impair in any way the contract of said bonds, the
security therefor or the prompt payment of principal and interest thereon. It is declared hereby
that the terms of this contract and of any amendatory or supplemental contract and any contract
entered into pursuant hereto, insofar as they pertain to said bonds or to the payment of the
security thereof, shall be deemed to be for the benefit of the holders of said bonds.
21. In the event that any one or more of the provisions of this contract for any reason
shall 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, illegal or unenforceable provision had never been contained herein.
22. This contract shall become effective after 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 Clerk
of either Municipality in accordance with the provisions of Section 5b of Act 342, this contract
shall not become effective until approved by the vote of a majority of the electors residing in
such Municipality qualified to vote and voting thereon at a general or special election. This
contract shall terminate forty (40) years from its date or on such earlier date when the
-14-
Municipalities are not in default hereunder and the principal, interest and bond service charges
on the bonds issued as hereinabove described and all other amounts owed by the Municipalities
to the County hereunder are fully paid and discharged. This contract 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 finance the Project if it is unable to sell
the bonds to finance the same. This contract may be executed in any number of counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed
and delivered by the undersigned, being duly authorized by their respective governing bodies.
COUNTY OF OAKLAND
Executed on ,2015 By:
County Water Resources Commissioner
(County Agency)
CHARTER TOWNSHIP OF BLOOMFIELD
By:
Supervisor
Executed on ,2015 And:
Clerk
CITY OF TROY
By:
Mayor
Executed on , 2015 Arid:
Clerk
Troy 9007-411 1459966v2
-16-
EXHIBIT "A"
EVERGREEN FARMINGTON SEWAGE DISPOSAL SYSTEM
NORTH EVERGREEN INERCEPTOR
WATTLES ROAD STORAGE PROJECT DESCRIPTION (B3)
The Evergreen Farmington Sewage Disposal System (EFSDS) North Evergreen Interceptor
(NEI) Program will consist of design and construction of three (3) projects as described in the
NE! SRF Project Plan. The NEI Projects are required per an administrative Consent Order
(ACO) issued by the Michigan Department of Environmental Quality. The NEI projects will
provide linear pipe storage, parallel relief and storage and sewer system hydraulic improvements
for the EFSDS communities. These improvements are needed to store excess wet weather
sanitary flows that would have otherwise become a sanitary sewer overflow (SSO) due to limited
hydraulic capacity in the existing Evergreen Interceptor.
The Wattles Road Storage project consists of approximately 3,500 feet of new 60" sanitary
sewer to provide 0.51 MG of storage and will be located along Wattles Road. It will be placed in
Wattles Road both east and west of Adams Road (see Figure No. 1).
This NEI project is serving both Bloomfield Township and City of Troy. The project costs and
community cost allocations are provided in Exhibit B.
Legend Sanitary Manhole - - - - Existing Sanitary Sewer El Prop. Junction Chamber 0 Prop. Manhole ausinsa Prop. 00" Sanitary Sewer Prop. 12" Sanitary Sewer Existing 72" IIWSD Watemiain Proposed 60" Linear Storage Proposed 12" Sanitary Existing 72" DWSD Watermain AVAIL? C.. WATER COMMISSIONER 1.14,4 Evergreen Farmington Sewage Disposal System North Evergreen Interceptor Wattles Road Linear Storage (B3) Figure No. 'I 0 250 500 mor=reme:= Feet
Unit latv Unit Price Cost
LS 1 $ 3,011,000 $ 3,011,000
Sub-Total $ 3,011,000
236,500
270,990
60,220
$68,000 Sub-Total $
7,000
4,000
2,000
7,000
16,000
36,000 Sub-Total $
40,100
$ 150,550
30,110
$ 240,880
90,330
Sub-Total $ 552,000
By: izt
Thomas G. Maxwell,
Project Engineer
Date: March 30, 2015
Evergreen Farmington Sewage Disposal System
North Evergreen Interceptor
Wattles Road Linear Storage (B3)
1) Contracted Services:
Wattles Road Linear Storage
2) Project Development
Consulting Engineering:
Design
Construction
Soil Borings and Material Testing
3) Contracted Services: Project Financing (1)
Bond Counsel
Financial Consultant
Official Statement
Bond Rating Fees
Bond Discount (11/2%)
4) County Services:
Administration
Engineering
Right-Of-Way
Construction Inspection
Surveying
5) Contingency $ 463,000
Estimate of Probable Project Cost $ 4,630,000
CVT Shares/Allocation:
Bloomfield Twp.
Troy
Total
21.8% $ 1,037,492
782% $ 3,592,508
100.0% $ 4,630,000
Note (1) - Project Finanacing Fees are added into Bloomfield Townships Costs only. The City of
Troy is paying cash for their share of the project.
I hereby certify the period of usefulness of
these facilities to be forty (40) years and upwards.
Exhibit B
Form DC-001
OAKLAND COUNTY
WATER RESOURCES COMMISSIONER MEMORANDUM
TO: Phillip J. Weipert, Chairperson
Planning and Building Committee
FROM: Steve Korth, P.E. Manager
SUBJECT: WATER RESOURCES COMMISSIONER - OAKLAND COUNTY
North Evergreen Interceptor Contracts and Bonds
DATE: June 2, 2015
Enclosed is a proposed resolution to approve the Evergreen Farmington Sewage Disposal Systems North
Evergreen Interceptor (i) Wattles Road Storage Contract, (ii) Stonycroft Parallel Relief Sewer Contract and (iii)
NEI Hydraulic Improvements Contract and the issuance of the bonds by Oakland County to pay part of the cost
of the projects described in the contracts in accordance with the provisions of Act 342, Public Acts of Michigan,
1939, as amended.
The proposed contracts between the County, by and through the Water Resources Commissioner, County Agency,
and the Cities of Troy, Bloomfield Hills and Bloomfield Township provide for the acquisition, construction and
financing of the referenced projects. These projects are required per an administrative Consent Order issued by
the Michigan Department of Environmental Quality and will provide in-system storage and increased sewer
capacity by making hydraulic improvements to the system. These improvements are needed to address excess
wet weather sanitary flow to reduce sanitary sewer overflows and meet the design requirements stipulated in the
consent order.
These construction projects are described as follows:
1. The Wattles Road Storage project consists of approximately 3,500 feet of new 60" diameter sanitary
sewer to provide storage. The new sewer will be located along Wattles Road east and west of Adams
Road. Bloomfield Township and Troy are the communities serviced by this project.
2. The Stonycroft Parallel Relief Sewer project consists of a 21" diameter relief sewer that will be used to
transport excess sewage flow to the Amy Pump Station. The City of Bloomfield Hills and Bloomfield
Township are serviced by this project.
3. The Hydraulic Improvements project consists of upgrades at various locations to improve the hydraulic
carrying capacity of the sewer system. The Cities of Troy and Bloomfield Hills and Bloomfield
Township are the communities serviced by this project.
The bond sale will be for a maximum total of $4,000,000 on the open market. The bonds will be issued to pay
Bloomfield Township's share of the cost of the projects. The Cities of Troy and Bloomfield Hills are paying cash
for their respective shares of the projects. The sale will bear terms and interest rates to be determined at the time of
sale. It is anticipated that the bonds will be sold in August, 2015.
Jim Nash
OAKLAND COUNTY WATER RESOURCES COMMISSIONER
Page 1 of 2 Rev.: 11/05/08
Form DC-001
On behalf of the municipalities involved, we request that this matter be placed on the Planning and Building
Committee agenda for June 2, 2015. Our intent is to then present the matter to the Finance Committee on July 9,
2015, and then submit for full Board of Commissioners' approval on July 16, 2015.
Presenters at the Planning and Building Committee will be Steve Korth, Sid Lockhart and Tom Maxwell.
Thank you for your assistance.
Attachments
c: Michael Gingell, Chairperson, Board of Commissioners
Thomas Middleton, Chairperson, Finance Committee
James VerPloeg, Administrative Director
Jim Nash
OAKLAND COUNTY WATER RESOURCES COMMISSIONER
Page 2 of 2 Rev.: 11/05/08
Resolution #15161 June 10, 2015
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #15161) July 16, 2015
BY: Finance Committee, Torn Middleton, Chairperson
IN RE: WATER RESOURCES COMMISSIONER — RESOLUTION TO AUTHORIZE EVERGREEN AND
FARMINGTON SEWAGE DISPOSAL SYSTEMS NORTH EVERGREEN INTERCEPTOR CONTRACTS
AND EVERGREEN AND FARMINGTON SEWAGE DISPOSAL SYSTEMS NORTH EVERGREEN
INTERCEPTOR BONDS, SERIES 2015
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced
resolution and finds:
1. This resolution authorizes three contracts for the Evergreen and Farmington Sewage Disposal
System North Evergreen Interceptor and approves the Evergreen and Farmington Sewage
Disposal Systems North Evergreen Interceptor Bonds, Series 2015.
2. The Evergreen Farmington Sewage Disposal Systems North Evergreen Interceptor contracts
include the Wattles Road Storage Contract, Stonycroft Parallel Relief Contract and the North
Evergreen Interceptor Hydraulic Improvements Contract.
3. Troy and Bloomfield Hills will pay cash for their part of the contract costs and Oakland County will
issue bonds to defray Bloomfield Township's cost of the contracts in accordance with the
provisions of Act 342, Public Acts of Michigan 1939, as amended.
4. The contracts are required per an administrative Consent Order issued by the Michigan
Department of Environmental Quality to address excess wet weather sanitary flows, to reduce
sanitary sewer overflows and meet the design requirements stipulated in the Consent Order.
5. The total estimated project costs of $7,359,000 has a 40 year and upward useful life, to be
apportioned to the following municipalities $146,093 to Bloomfield Hills, $2,920,679 to Bloomfield
Township and $4,292,228 to Troy as indicated in the chart below:
Bloomfield Hills Bloomfield Twp. Troy Total
North Evergreen Hydraulic Improvements $ 30,380 $ 285,900 $ 699,720 $1,016,000
Stonycroft Parallel Relief Sewer $115,713 $1,597,287 $ -0- $1,713,000
Wattles Road Storage $ -0- $1,037,492 $3,592,508 $4,630,000
Total $146,093 $2,920,679 $4,292,228 $7,359,000
6. The sale of the Bonds on the open market is not to exceed $4,000,000 and shall bear an interest
rate not to exceed 6% per annum, shall be subject to redemption prior to maturity and the final
maturity of a series of bonds shall not be more than 30 years after the date that such series of
bonds is delivered to the initial purchaser thereof.
7. Bloomfield Township and the County of Oakland will pledge their full faith and credit for the
prompt payment of principal and interest on the Bonds. Bloomfield Township will be responsible
to cover the debt service costs.
8. The statutory limit for County debt is $6,080,610,377 (10% of State Equalized Value). As of June
2,2015, the total pledged debt is $709,069,957 or approximately 1.16612% of the S.E.V.
9. No County general funds shall be appropriated to this Project.
FINANCE COMMITTEE
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Woodward and Zack absent.
Resolution #15161
July 16, 2015
Moved by KowaII supported by Bowman the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Fleming, Gershenson, Gingell, Gosselin, Hoffman, Jackson, KowaII, Long, Matis,
McGillivray, Middleton, Scott, Spisz, Taub, Weipert, Woodward, Bowman, Crawford. (19)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
HENiBYAPPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on July 16, 2015,
with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this le day of July 2015.
XArk/
Lisa Brown, Oakland County