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HomeMy WebLinkAboutResolutions - 2017.01.26 - 22759MISCELLANEOUS RESOLUTIONiii 1.7021 January 26, 2017 BY: Commissioner Philip Weipert, Chairperson, Planning and Building Committee IN RE: WATER RESOURCES COMMISSIONER—RESOLUTION TO AUTHORIZE VILLAGE OF FRANKLIN SANITARY SEWAGE COLLECTION AND DISPOSAL SYSTEM GRINDER PUMP ALARM PROJECT CONTRACT AND VILLAGE OF FRANKLIN SANITARY SEWAGE COLLECTION AND DISPOSAL SYSTEM BONDS, SERIES 2017 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"), authorized and directed that there be established a county system of sewage disposal improvements and services to serve the Village of Franklin (the "Village"), said system known as the "Village of Franklin Sanitary Sewage Collection and Disposal System" (hereinafter sometimes referred to as the "System"), and designated 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 Village is in urgent need of sewage disposal improvements and facilities constituting a part of the System described in the form of the proposed contract 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 contract 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 Village are authorized to enter into a contract for the acquisition, construction and financing of the sewage disposal system improvements and facilities to serve the Village and for the payment of the cost thereof by the Village, with interest, and the County is then authorized to issue its bonds to provide the funds necessary therefor; and WHEREAS there has been submitted to this Board of Commissioners a proposed contract between the County, by and through the County Water Resources Commissioner, County Agency, party of the first part, and the Village, party of the second part (the "Contract"), which Contract provides for the acquisition, construction and financing of the sewage disposal improvements and facilities to the System (the "Project") and which Contract is 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 Contract to acquire, construct and finance the Project as provided in the Contract and the issuance of bonds by the County in an aggregate principal amount of not to exceed $1,735,000 to defray 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. 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 the Contract, and (ii) the services provided thereby; that the Project shall serve the Village; 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 Village as hereinafter provided. PLANNING AND BUILDING COMMITTEE Motion carried unanimously on a roll call vote with Dwyer and McGillivray absent. 2. PLANS AND SPECIFICATIONS — ESTIMATES OF PERIOD OF USEFULNESS AND COST. The preliminary plans and specifications for the Project as contained in Exhibit A to the Contract and the estimates of $1,737,959 as the aggregate cost thereof and of 10 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 CONTRACT. The Contract which has been submitted to this Board of Commissioners, is 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 Contract is attached to this Resolution as "EXHIBIT 1". 4. AUTHORIZATION OF BONDS — PURPOSE. Bonds of the County aggregating the principal sum of not to exceed One Million Seven Hundred Thirty-Five Thousand Dollars ($1,735,000) shall be issued and sold pursuant to the provisions of Act 342, and other applicable statutory provisions, for the purpose of defraying all or part of the cost of the Project. 5. BOND DETAILS. The bonds shall be designated "Village of Franklin Sanitary Sewage Collection and Disposal System Bonds, Series 2017," shall be dated as of the date approved by the County Agency; shall be issued in such aggregate principal amount as determined 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 7% 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 the bonds shall not be more than ten (10) years after the date that such bonds are delivered to the initial purchasers thereof. If requested by the original purchaser of the Bonds and determined by the County Agency, the Bonds may be issued in the form of a single bond with an exhibit containing the principal maturity amounts and applicable interest rates and due dates. 6. 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, if requested by the original purchaser of the Bonds and determined by the County Agency, 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 ("DTC") 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 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. Notwithstanding any other provision of this section to the contrary, if the County Agency deems it to be in the best interest of the County, the Bonds shall not initially be issued through the book- entry-only transfer system of DTC. 8. PRIOR REDEMPTION. The bonds shall not be subject to optional redemption prior to maturity. The bonds may be subject to mandatory redemption to the extent that they are issued as term bonds 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. Notwithstanding any provision of this section to the contrary, if the County Agency deems it to be in the best interest of the County, the County Treasurer shelf serve as bond registrar and paying agent for the Bonds. 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 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 VILLAGE OF FRANKLIN SANITARY SEWAGE COLLECTION AND DISPOSAL SYSTEM BOND, SERIES 2017 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 Village of Franklin Sanitary Sewage Collection and Disposal System to serve the County and the Village of Franklin (the "Village"). The bonds of this series are issued in anticipation of payments to be made by the Village in the aggregate principal amount of Dollars ($ ), pursuant to the Village of Franklin Sanitary Sewage Collection and Disposal System Grinder Pump Alarm Project Contract dated as of November 1, 2016 between the County and the Village. The full faith and credit of the Village have been pledged to the prompt payment of the foregoing amount and the interest thereon as the same become due. Taxes levied by the Village to make such payment are subject to constitutional, statutory and charter limitations. 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 County to pay the principal of and interest on the bonds of this series are subject to constitutional and statutory 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: Redemption Date are subject to mandatory prior redemption at par and accrued 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) 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 -6- 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] 13. SECURITY. The bonds shall be issued in anticipation of payments to be made by the Village pursuant to the Contract. The bonds shall be secured primarily by the full faith and credit pledge made by the Village in the Contract 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 the Village 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 the Village pursuant to the Contract 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 Contract. 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 mandatory redemption in the case of term bonds 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 99% 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 -9- 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 ail 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. If the County Agency deems it to be in the best interest of the County, 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. If necessary, 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 -10- Mail Code: MI8-900-02-70 2600 W. Big Beaver Road Troy, MI 48084 Attention: Susan Pendygraft, 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.pendyoraftbaml.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 adoption of the foregoing resolution. PLANNING & BUILDING COMMITTEE BLOOMFIELD 9007-420 1728761v1 Form DC-001 OAKLAND COUNTY WATER RESOURCES COMMISSIONER MEMORANDUM TO: Philip J. Weipert, Chairperson, Planning and Building Committee FROM: Tim Prince, P.E., Manager SUBJECT: Resolution Authorizing the County to Pledge its Full Faith and Credit for Bonds Associated with the Village of Franklin Sanitary Sewage Collection and Disposal System Grinder Pump Alarm Project DATE: January 17, 2017 Before the committee is a resolution requesting that the Board pledges the full faith and credit of Oakland County for the payment of principal and interest on the Village of Franklin Sanitary Sewage Collection and Disposal System (Franklin Sewer System) Grinder Pump Alarm Project Bonds in the amount of $1,735,000. Background The Franklin Sewer System was constructed in the early 1990s, pursuant to Act 342 of the Public Acts of Michigan, 1939, as amended. Concurrent, with the construction project, an operations and maintenance agreement was executed between the Village of Franklin and Oakland County. The system consists of approximately 32 miles of pressure sewer mains and 720 grinder pump stations. (See Attached System Map and Visual of Grinder Pump.) The grinder pump stations pump sewage from each individual property through the pressure sewer system where it outlets to the Evergreen Farmington Sewage Disposal System. The system serves approximately 70 percent of the residents of the Village of Franklin with the balance being served by private septic fields or other on-site private systems. The Franklin Sewer System is owned by the Village of Franklin and operated and maintained by the Water Resources Commissioner's office (WRC). Grinder pump stations often require high levels of maintenance and typically fail without notice. On- site sanitary sewer overflows or basement back-ups can occur as a result. Consequently, the alarm system is critical. Grinder pump stations include visual and audible on-site alarms. Unfortunately, due to topography, landscaping and the size of the homes within the Village, customers do not always see or hear the alarms. In an effort to address that problem, grinder pump stations within the Village also included a dialer alarm that notifies Oakland County Safety Dispatch, via telephone land lines, when a grinder pump failure occurs. However, due to the age and condition of the dialer alarms, they are no longer reliable. Most cannot be repaired because replacement parts are unavailable. Further, many residents have eliminated their telephone land lines, making their alarms completely unusable. The WRC began discussing these issues with Franklin's Village Manager in November 2014. Those discussions led to an evaluation and recommendation by the engineering firm hired by the Village, Hubbell Roth and Clark, to replace the current alarms. OAKLAND COUNTY WATER RESOURCES COMMISSIONER Page 1 of 2 Rev.: 11/05/08 Form DC-001 In July of 2015, this recommendation was presented to the Village council, which led to many questions regarding the proposed project. As a result, a comprehensive pilot project was completed in the spring of 2016 to further evaluate the merits of a system-wide replacement project. The benefits identified as a result of the pilot project include: 1) reliable cellular technology to eliminate the dependency on land lines; 2) state-of-the-art system with more than a 15-year lifespan; 3) reliable "Cloud-based" alarm system that can be programmed for email and text notifications; 4) elimination of motor failures due to electrical brown outs; 5) consistent level of service for all customers; 6) diagnostic reporting that identifies pump issues before failure occurs thus reducing after hour repairs; and 7) reliable alarming that mitigates basement backups and other potential environmental issues, which reduces the number of potential claims. Several meetings between the Village council and the WRC from June 13, 2016 to November 14, 2016, were held to review the results of the pilot project. Funding options for a system-wide project were evaluated and culminated in an executed Act 342 contract with the Village for a system-wide alarm panel replacement project. It is our intention to have this issue placed on the agenda of the January 19, 2017 Finance Committee meeting followed by the January 26, 2017 Board of Commissioners' meeting for final approval. A 2/3 majority vote of the Board of Commissioners is required for adoption of the attached resolution. OAKLAND COUNTY WATER RESOURCES COMMISSIONER Page 2 of 2 Rev.: 11/05/08 Ng' Fl LL 111112011 11111e I • II2 Rjr ADA-4 I 1919 Tat * * • P9i ME y AI litatt . I r ate IV I .( :iiii _ IdA a o dal 1aiiä! ,:-- ilioadme -c4-4,e,. 02 NCI= 7‘,4,-p4A11:1M3 • 1.•130 rn 11% • *. ,n40\ 41 - .aciano ,„ f• • *CC .• • • • 4,.r/* • • I • --tirleirN1313 1111 - IW accuncur-0-7. fft.k pi 141 • cigranc r • 2- 1,‘,4341 onaggig usgualburtv -ipmaspgma LV:1 a AJL) „lc] ITONMI `'n111PE: a 71! Filliataut 1IT BIM r!M 111111alia nmunanatni I ;FM, ran impwr m l= gal FittaNg antU t,-C- • -S. • • • 13 S •o •Aci i HT :dig m L71 WNW 8 ram" kill•INIal A iiiiikiim 11111111MUTIMINE Figure la OUTSIDE - 4 ir /C) SEAL / CONDUIT PEN NEC SECTION O5 &J 071‘) PPE 'REEK', 6-12 INCH SETTLING LOOP Figure lb 17?' VILLAGE OF FRANKLIN SANITARY SEWAGE COLLECTION AND DISPOSAL SYSTEM GRINDER PUMP ALARM PROJECT CONTRACT THIS CONTRACT, made and entered into as of the l st day of November, 2016, by and between the COUNTY OF OAKLAND, a county corporation in the State of Michigan (hereinafter sometimes referred to as the "County"), by and through its Water Resources Commissioner, County Agency, party of the first part and the VILLAGE OF FRANKLIN, a Michigan home rule village, located in the County of Oakland, State of Michigan, (hereinafter sometimes referred to as the "Village"), party of the second part. 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 has established a county system of sewage disposal improvements and services to serve the Village known as the "Village of Franklin Sanitary Sewage Collection and Disposal System" (hereinafter sometimes referred to as the "System"), and has designated 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 part of the System (the "Project"), the County and the Village are authorized to enter into a contract, as hereinafter provided, for the acquisition and construction of the Project by the County and for financing all or part of the cost thereof by the issuance of bonds by the County secured by the pledge of the full faith and credit of the Village to pay such cost with interest to the County in installments extending over a period not exceeding forty (40) years, and the County is authorized to issue such bonds and, if authorized by majority vote of the members- elect of its Board of Commissioners, to pledge its full faith and credit for the payment of such bonds and the interest thereon; and WHEREAS, there is an urgent need of such sewage disposal facilities to provide sewage disposal services to the Village 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 5o 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 Village Council of the Village 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 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 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: -2- 1. The parties hereto approve and agree to the acquisition, construction and financing of the Project as part of the System as herein provided, under and pursuant to Act 342, The Village by way of compliance with Section 29, Article VII, Michigan Constitution of 1963, consents and agrees to the establishment and location of the System within its corporate boundaries and to the use by the County of its streets, highways, alleys, lands, rights-of-way or other public places for the purpose and facilities of the System and any improvements, enlargements or extensions thereof, and the Village further agrees that, in order to evidence and effectuate the foregoing agreement and consent, it will execute and deliver to the County such grants of easement, right-of-way, license, permit or consent as may be requested by the County. 2. The 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 the Village Council 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 the cost of -3- the Project not paid from other sources. Such bonds shall be issued in anticipation of, and be payable primarily from, the payments to be made by the Village to the County as provided in this contract, and may 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 bonds, 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 'Village 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 Village Council 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 Village to the County in the manner hereinafter provided; provided, however, that the adoption of such resolution by the Village Council shall not be required prior to or as a condition precedent to the issuance of additional bonds by the County if the County previously -4- has issued or contracted to sell bonds to pay all or 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 Village shall pay to the County the entire cost of the Project not defrayed by grants and funds available from other sources, The Village hereby acknowledges that, except as may be pledged by the County for payment of the 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 Village 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. Without limiting the general nature of the preceding sentence, the cost to be paid by the Village shall include, in addition to the items of the nature set forth in Exhibit B (represented by the principal amount of the bonds to be issued by the County), all interest payable by the County on said bonds, all paying agent fees and other expenses and charges (including the County Agency's administrative expenses) that are payable on account of said bonds (such fees, expenses and charges being herein called "bond service charges"), all costs and expenses relating to lawsuits as described in paragraph 19 hereof and all items of cost described in paragraph 7 hereof. Such payments 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, when due, 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 the -5- Village 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 the Village of the amount payable to the County on such date. If the Village fails to make any payment to the County when due, the same shall be subject to a penalty of 1% thereof for each month or fraction thereof that such amount remains unpaid after due. Failure of the County Agency to furnish the schedule or give the notice as above required shall not excuse the Village 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 the Village 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 Village agrees 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. The Village may pay in advance of maturity all or any part of an 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. -6- 9. The proceeds of sale of the bonds shall be used solely and only to pay the costs of the Project, and after completion thereof and payment of all costs in connection therewith, any surplus remaining from the sale of the bonds shall be (i) used to purchase the bonds on the open market or (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 the Village 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 the Village 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 the Village. 10. The Village, 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 and, subject to applicable constitutional, statutory and charter tax limitations, each year shall levy a tax on the taxable property located in the Village 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 Village shall have on hand in cash other funds, 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 Village Council 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 -7- collections, the amount of the funds that the Village 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 Village Council. The County Agency agrees to use the Village's funds on hand with the County Agency, to the extent available, to make the Village's payments due on this contract as directed by the Village. The Village 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 the Village 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 Village 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 the Village, 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 the Village 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 Village to make payments in the manner and at the times required by this contract. It is specifically recognized by the Village 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 the Village 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 cornpleted or placed in operation; provided, however, that -8- 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 the Village shall impair in any manner the obligations of this contract or affect the obligations of the Village hereunder, In the event that all or any part of the territory of the Village becomes a part of the territory of another municipality, the municipality into which such territory is incorporated shall assume the proper proportionate share of the contractual obligations (including the pledge of full faith and credit) of the Village, which proper proportionate share shall be fixed and determined by the County Agency and shall be binding upon all parties concerned unless, within sixty (60) days after such incorporation becomes effective, the municipality into which such territory is incorporated and the Village shall by mutual agreement and with the written approval of the County Agency fix and detemiine 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 Village Council, one designated by the governing body of the new municipality or the municipality incorporating 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 -9- 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 interest on the advance, the Village 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 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 obligation of the Village 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 Village 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 Village described in this paragraph. In the event that the Village fails to reimburse the County for an advance made pursuant to this paragraph when due, the Village 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 Village 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 and the Village 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 the Village Council 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 Village. 16. It is understood and agreed by the parties hereto that the System is to serve the Village and not the individual property owners and users thereof, unless by special arrangement between the County Agency and the Village. The responsibility of requiring connection to and use of the System and/or providing such additional facilities as may be needed shall be that of the Village which shall cause to be constructed and maintained, directly or through the County, any such necessary additional facilities, The County shall not be obligated to acquire or construct any facilities other than those designated in paragraph 2 hereof. 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 Village shall have the authority and the responsibility to provide such other facilities and shall have the right to expand the facilities of the System by constructing or extending sewers or related facilities, connecting the same to the System, and otherwise improving the System. It is expressly agreed, nevertheless, that no such connection 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. To the fullest extent permitted by law, and except as covered by the contractor's liability insurance, the Village shall indemnify and hold harmless the County and the County Agency, and agents and employees of each of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from design or construction work relating to the Project, including, without limitation, claims for damage to public or private property and for injuries to or death of any person or persons, excluding, however, any claims or causes of action resulting from the County's or the County Agency's sole negligence. 19. The parties hereto agree that the costs and expenses of any lawsuits or Claims (as hereinafter defmed) 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 Village 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 Village and shall retain legal counsel agreeable to the County and the Village to represent the County; provided that if the County and the Village 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 Village, or for which the County, County Agency or Village 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 the Village to enforce its rights under this contract. -42- 20. 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. 21. The parties hereto recognize that the holders from time to time of the bonds to be issued by the County under the provisions of Act 342, and secured by the full faith and credit pledge of the Village to the 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. 22. 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. 23. This contract shall become effective upon its execution by each party hereto and the expiration of 45 days after the date of publication of the notice required by Section 5b of Act 342; provided, however, that if, within the 45-day period, a proper petition is filed with the Village Clerk 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 of the Village 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 Village is 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 Village 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. r--- By: (7k/ (7%;Iff COUR Water esources Commissioner (County Agency) Executed on Pec... , 201 VILLAGE OF FRANKLIN 401,__ By: OA Pr dent 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 AtOvev.6.4 30, 2016 And: Clerk BLOOMFIELD 9007-420 1665036v1 EXHIBIT "A" VILLAGE OF FRANKLIN SANITARY SEWAGE COLLECTION AND DISPOSAL SYSTEM GRINDER PUMP ALARM PROJECT PROJECT DESCRIPTION The Village of Franklin Sanitary Sewage Collection and Disposal System consists of low pressure sanitary force main and individual grinder pump stations at each home site that together establish the public sanitary sewer system. Currently there are approximately 716 grinder stations throughout the Village and more are added as lots are developed. The existing alarming system used to alert homeowners and Oakland County Safety Dispatch of issues at individual grinder stations has reached the end of its useful life. Several of the existing individual resident alarms were disconnected or do not function. The proposed project consists of removing and replacing all of the existing grinder pump alarm panels and related appurtenances throughout the Village, which is illustrated in Figure 1. Offsite work will also be performed to facilitate communications of alarms and other performance data to the Oakland County Campus. In further detail, the proposed grinder pump alarm panels provide local notifications and also utilize a cellular network to provide e-mail, SMS text messaging and phone alerts. Alerts will be sent to Oakland County Safety Dispatch providing.24 hour service, The proposed grinder pump alarm panels also transmit pump performance metrics to a web-based reporting platform hosted by Oakland County vendors. A pilot project was initiated in February 2016 to monitor the performance of the proposed panels and better refine installation costs, Grinder pump alarm panels were installed and their performance was analyzed to scope the current project. The project costs are based on the pilot project and are provided in Exhibit B. loWPVI0110-1 ilia Pea elitrait' al. • la o Lithfl I 1111P111111111111lini= nra. FIGURE 1 - PROPOSED VILLAGE OF FRANKLIN PANEL INSTALLATION AREA Legend WRC E.7.3 Frankiin SDS r.:73 Municipal Boundary Proposed Panel Installation Area WATER RESOURCES COIVIMISS1ONER Jim Nash Notit Scale Disclaimer: The information ptovided in this system has been compiled from recorded deeds, plats, six maps, surveys and other public records and date. It is not a legally recorded map or survey and is not intended to be used asone. Users of this data are hereby notified that the information sources menttoned above should be consulted for verification of the information. n{Ite.,-1U EXHIBIT B - FRANKLIN GRINDER PUMP ALARM PROJECT VILLAGE OF FRANKLIN Estimate of Project Cost Based on Pilot Project and Received Proposals September 1, 2016 CONTRACTED SERVICES - CONSTRUCTION: Construction Cost (rounded to nearest dollar) LEGAL & FINANCIAL Bond Issuance Cost COUNTY SERVICES - PROJECT MANAGEMENT: Administration County Maximus Right-of-VVay Construction Inspection Subtotal-County Services Subtotal Contingencies (10%) TOTAL ESTIMATED PROJECT COST: I hereby certify the period of usefulness of these facilities to be ten (10) years and upwards. By: Tim Prince, PE Project Manager 1,116,565 60,850 39,296 35,232 15,000 313,020 402,548 1,579,963 157,996 1,737,959 Prepared by: M. Drew Sandahl, RE, Resolution #17021 January 26, 2017 The Chairperson referred the resolution to the Finance Committee. There were no objections.