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HomeMy WebLinkAboutResolutions - 1994.03.23 - 24183PLANNING & BUILDING COMMITTEE CHARLES PALMER, CHAIRPERSON DRAIN COMMISSIONER - VILLAGE OF FRANKLIN SANITARY SEWAGE COLLECTION AND DISPOSAL SYSTEM CONTRACT - RESOLUTION TO ESTABLISH SYSTEM AND APPROVE CONTRACT Miscellaneous Resolution i 94073 March 24, 1994 By: IN RE: TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, the Oakland County Board of Supervisors by resolution, Misc. No. 3269, adopted August 12, 1957, as amended by resolution, Misc. No. 3435, adopted October 13, 1958, approved the establishment of the Evergreen Sewage Disposal System (herein called the "Evergreen System") to serve the Evergreen Sewage Disposal District (herein called the Evergreen District"), within which Evergreen District are included areas in each of the municipal corporations hereinafter named; and WHEREAS, pursuant to the Evergreen Sewage Disposal System Agreement, dated November 10, 1958, as amended by amendatory agreements dated December 22, 1958 and February 9, 1959, all between the County and the Cities of Southfield, Birmingham, Bloomfield Hills, Lathrup Village and Try, the Village of Westwood (now Village of Beverly Hills), and the Townships of Bloomfield and Pontiac (now City of Auburn Hills), municipal corporations in the County, the County acting through its Department of Public Works, acquired the original Evergreen System and financed such acquisition by the issuance of bonds in anticipation of payments to be made by said municipal corporations to the County in accordance with the provisions of said agreement as amended (herein referred to as the "Evergreen Agreement"); and WHEREAS, the Oakland County Board of Supervisors, by resolution, Misc. No. 4115, adopted March 6, 1963, enlarged the Evergreen District to include all of the Village of Franklin and all of the Village of Bingham Farms within the areas to be served by the Evergreen System; and WHEREAS, the Oakland County Board of Supervisors, by resolution, Misc. No. 3270, adopted August 12, 1957, as amended by resolution, Misc. No. 3339, adopted January 24, 1958, approved the establishment of the Farmington Sewage Disposal System (herein called the "Farmington System") to serve the Farmington Sewage Disposal District (herein called the "Farmington District") within which Farmington District are included areas in each of the municipal corporations hereinafter named; and WHEREAS, pursuant to the Farmington Sewage Disposal System Agreement dated November 1, 1957, as amended by amendatory agreements dated December 22, 1958 and February 9, 1959, all between the County and the Cities of Southfield and Keego Harbor and the Townships of West Bloomfield and Farmington (now City of Farmington Hills), municipal corporations in said County of Oakland, the County acting through its Department of Public Works acquired the original Farmington System and financed such acquisition by the issuance of bonds in anticipation of payments to be made by said municipal corporations to the County in accordance with the provisions of said agreement as amended (herein referred to as the "Farmington Agreement"); and WHEREAS, by annexation of part of the former Township of Farmington the City of Farmington has become a user of the Farmington System and has area included in the Farmington District; and WHEREAS, the State of Michigan Department of Natural Resources designated the areas and districts served by the Evergreen System and the Farmington System as a single plan of study area for the purposes of Step I Facilities Planning and determined that there is a need to obtain studies, reports, plans and estimates for the abatement of pollution, control of pollutants and polluting discharges, and the relief of both the Evergreen System and the Farmington System; and WHEREAS, the County established under and pursuant to Act No. 342, Public Acts of Michigan, 1939, as amended, ("Act 342"), a system of sewage disposal improvements and services to serve the areas and the districts heretofore designated and described in Oakland County, Michigan, in Resolutions No. 3269, 3435 and 4115 as the Evergreen District and in Resolutions No. 3270 and 3339 as the Farmington District, which system as so established was designated as the "Evergreen and Farmington Sewage Disposal System" (herein called the "System") and the Oakland County Drain Commissioner was designated and appointed as the "County Agency" for the System with all the powers and duties with respect to the System as are provided by law and especially by Act 342; and WHEREAS, by contractual relationships with members of the Farmington System, the Village of Franklin (the "Village") has become a user of the Evergreen and Farmington Sewage Disposal System; 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 sewage collection and disposal facilities to serve the Village and for the payment of the cost thereof by the Village, with interest, and the County is then -2- authorized to issue its bonds to provide the funds necessary therefor; and WHEREAS, there has been submitted to this Board of Commissioners a proposed contract between the County, by and through the County Drain Commissioner, County Agency, and the Village (the "Contract"), which Contract provides for the acquisition, construction and financing of the Village of Franklin Sanitary Sewage Collection and Disposal System as part of the System, and which Contract is hereinafter set forth in full; and WHEREAS, there also have 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 Village of Franklin Sanitary Sewage Collection and Disposal System. THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF OAKLAND COUNTY, MICHIGAN, as follows: 1. ESTABLISHMENT OF SYSTEM AND DESIGNATION OF COUNTY AGENCY. This Board of Commissioners by majority vote of its members-elect hereby authorizes and directs that there be established and there hereby is established, under and pursuant to Act 342, a system of sewage collection and disposal facilities as part of the Evergreen and Farmington Sewage Disposal System to be known as the "Village of Franklin Sanitary Sewage Collection and Disposal System," which shall consist of sewage collection and disposal facilities to serve the Village as specified and to be located as shown in Exhibit A to the Contract; that the Oakland County Drain Commissioner is designated and appointed as the "County Agency" for the Village of Franklin Sanitary Sewage Collection and Disposal System, that the County Agency shall have all the powers and duties with respect to the Village of Franklin Sanitary Sewage Collection and Disposal System as are provided by law and especially by Act 342; and that all obligations incurred by the County Agency with respect to the Village of Franklin Sanitary Sewage Collection and Disposal System, unless otherwise authorized by this Board of commissioners, shall be payable solely from funds derived from the Village in accordance with the Contract. 2. PLANS AND SPECIFICATIONS - ESTIMATES OF PERIOD OF USEFULNESS AND COST. The preliminary plans and specifications for the Village of Franklin Sanitary Sewage Collection and Disposal System and the estimates of $6,000,000 as the cost thereof and of 40 years and upwards as the period of usefulness thereof, as submitted to this Board of Commissioners, be and the same are approved and adopted. 3. APPROVAL OF CONTRACT. The Village of Franklin Sanitary Sewage Collection and Disposal System Contract dated as of December 1, 1993 between the County, by and through the County Drain Commissioner, County Agency and the Village which Contract has been submitted to this Board of Commissioners, be and the same -3- ; is approved and adopted, and the County Drain Commissioner is 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, after the Contract has been executed by the appropriate officials of the Village. The Contract reads as follows: Mr. Chairperson, on behalf of the Planning and Building Committee, I move adoption of the foregoing Resolution. nning and BuiXakfig tbmmittee DEFS21297175 .1 S06572 8-00026 VILLAGE OF FRANKLIN SANITARY SEWAGE COLLECTION AND DISPOSAL SYSTEM CONTRACT THIS CONTRACT, made and entered into as of the 1st day of December, 1993, 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 Drain Commissioner, County Agency, party of the first party, and the VILLAGE OF FRANKLIN, a village located in the County (hereinafter sometimes referred to as the "Village"), party of the second part. WITNESSETH: WHEREAS, the Oakland County Board of Supervisors by resolution, Misc. No. 3269, adopted August 12, 1957, as amended by resolution, Misc. No. 3435, adopted October 13, 1958, approved the establishment of the Evergreen Sewage Disposal System (herein called the "Evergreen System") to serve the Evergreen Sewage Disposal District (herein called the "Evergreen District"), within which Evergreen District are included areas in each of the municipal corporations hereinafter named; and WHEREAS, pursuant to the Evergreen Sewage Disposal System Agreement, dated November 10, 1958, as amended by amendatory agreements dated December 22, 1958 and February 9, 1959, all between the County and the Cities of Southfield, Birmingham, Bloomfield Hills, Lathrup Village and Troy, the Village of Westwood (now Village of Beverly Hills), and the Townships of Bloomfield and Pontiac (now City of Auburn Hills), municipal corporations in the County, the County acting through its Department of Public Works, acquired the original Evergreen System and financed such acquisition by the issuance of bonds in anticipation of payments to be made by said municipal corporations to the County in accordance with the provisions of said agreement as amended (herein referred to as the "Evergreen Agreement"); and WHEREAS, the Oakland County Board of Supervisors, by resolution, Misc. No. 4115, adopted March 6, 1963, enlarged the Evergreen District to include all of the Village of Franklin and all of the Village of Bingham Farms within the area to be served by the Evergreen System; and WHEREAS, the Oakland County Board of Supervisors, by resolution, Misc. No. 3270, adopted August 12, 1957, as amended by resolution, Misc. No. 3339, adopted January 24, 1958, approved the establishment of the Farmington Sewage Disposal System (herein called the "Farmington System") to serve the Farmington Sewage Disposal District (herein called the "Farmington District") within which Farmington District are included areas in each of the municipal corporations hereinafter named; and WHEREAS, pursuant to the Farmington Sewage Disposal System Agreement dated November_ 1, 1957, as amended by amendatory agreements dated December 22, 1958 and February 9, 1959, all between the County and the Cities of Southfield and Keego Harbor and the Townships of West Bloomfield and Farmington (now City of Farmington Hills), municipal corporations in said County of Oakland, the County acting through its Department of Public Works acquired the original Farmington System and financed such acquisition by the issuance of bonds in anticipation of payments to -2- be made by said municipal corporations to the County in accordance with the provisions of said agreement as amended (herein referred to as the "Farmington Agreement"); and WHEREAS, by annexation of part of the former Township of Farmington the City of Farmington has become a user of the Farmington System and has area included in the Farmington District; and WHEREAS, the State of Michigan Department of Natural Resources designated the areas and districts served by the Evergreen System and the Farmington System as a single plan of study area for the purposes of Step I Facilities Planning and determined that there is a need to obtain studies, reports, plans and estimates for the abatement of pollution, control of pollutants and polluting discharges, and the relief of both the Evergreen System and the Farmington System; and WHEREAS, the County established under and pursuant to Act No. 342, Public Acts of Michigan, 1939, as amended, a system of sewage disposal improvements and services to serve the areas and the districts heretofore designated and described in Oakland County, Michigan, in Resolutions No. 3269, 3435 and 4115 as the Evergreen District and in Resolutions No. 3270 and 3339 as the Farmington District, which system as so established was designated as the "Evergreen and Farmington Sewage Disposal System" (herein called the "System") and the Oakland County Drain Commissioner was designated and appointed as the "County Agency" for the System with all the powers and duties with respect to the System as are provided by law and especially by said Act 342; and -3- WHEREAS, by contractual relationships with members of the Farmington System, the Village has become a user of the Evergreen and Farmington Sewage Disposal System; and WHEREAS, under and subject to the terms of Act 342, the County is authorized, through the County Agency, to acquire and construct sanitary sewage collection and disposal facilities to be located in the Village, the County and the Village are authorized to enter into a contract, as hereinafter provided, for the acquisition and construction of the aforesaid facilities and for financing all or part of the cost thereof by the issuance of bonds by the County secured by the pledge of the unlimited tax 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 a majority vote of the members-elect of its Board of Commissioners, to pledge its limited tax full faith and credit for the payment of such bonds and the interest thereon; and WHEREAS, the Village is in urgent need of such facilities and capacity to provide the means of collecting and disposing of sanitary sewage originating in the Village, in order to abate pollution of the waters of the Village and thus to promote the health and welfare of the residents thereof, which facilities and capacity likewise would benefit the County and its residents, and the parties hereto have concluded that such facilities and capacity can be provided and financed most economically and efficiently by the County through the exercise of the powers conferred by Act 342, and especially Section 5a, 5b and 5c thereof; and -4- WHEREAS, the County and the Village desire to proceed with the acquisition and construction of the facilities which are described and shown on Exhibit A hereto attached and are hereinafter referred to as the "Project"; and WHEREAS, the County Agency has obtained preliminary plans for the Project and estimates of not less than $6,000,000 as the total cost of the Project and forty (40) years and upwards as the period of usefulness of the Project, all of which have been prepared by Giffels, Webster and Company (hereinafter sometimes referred to as the consulting engineers) and have been or will be approved by the Board of Commissioners of the County and the Village Council of the Village and will be placed on file in the office of the County Agency, said estimates being set forth in Exhibit B hereunto attached; and WHEREAS, in order to provide for the acquisition and construction of the Project by the County and the financing of the cost thereof by the issuance of County bonds, and for other related matters, it is necessary for the parties hereto to enter into this contract. THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE COVENANTS OF EACH OTHER, THE PARTIES HERETO AGREE AS FOLLOWS: 1. The parties hereto do hereby approve and agree to the establishment, acquisition, construction and financing of the Project, 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 location of portions of the Project within the corporate boundaries of the -5- Village 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 Project 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 (1) the sanitary sewage collection and disposal facilities located in the Village described on Exhibit A which is hereunto attached and which is hereby made a part hereof, and as are more particularly set forth in the preliminary plans which have bee prepared and submitted by the consulting engineers, which plans are on file with the County Agency and are approved and adopted (the "Village System") and (2) the capacity in the System described on Exhibit A (the "Evergreen-Farmington Capacity"). The Village System shall be acquired and constructed substantially in accordance with the said preliminary plans and in accordance with final plans and specifications to be prepared and submitted by the consulting engineers, but variations therefrom which do not materially change the location, capacity or overall design of the Village System, and which 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 of the Village and if provisions required by Paragraph 8 hereof are made for payment -6- or financing of any resulting increase in the total estimated cost. The estimate of cost of the Project and the estimate of 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 be so financed to defray that part of the total cost of the County of the Project which is in excess of funds available 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 shall be secured secondarily, if so voted by the Board of Commissioners of the County, by the 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 (40) years thereof. 4. from the date The County Agency shall proceed to take construction bids form the Project and, subject to the sale and delivery of said bonds, enter into construction contracts with the lowest responsible bidder or bidders, procure from the contractors all necessary and proper bonds, cause 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. All certificates for required payments to contracts shall be approved by the consulting engineers before presentation to the County Agency and -7- the latter shall be entitled to rely on such approval in making payment. The County agrees that it will secure and maintain, or cause to be secured and maintained, during the period of construction adequate property damage and public liability insurance covering all facilities to be constructed pursuant to this contract. All policies and memoranda of insurance shall provide that the County and the Village shall be insured parties thereunder and shall contain a provision requiring that the Village be notified at least ten days prior to cancellation thereof. One copy of each policy and memorandum of insurance shall be filled with the Village. 5. It is understood and agreed by the parties hereto that the Project 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. Connections to and use of the facilities of the Project and the financing thereof shall be the responsibility of the Village. The Village shall cause to be constructed and maintained, directly or through the County, any such necessary additional facilities. The County shall not be obligated hereunder to acquire or construct any facilities other than those designated in paragraph 2 hereof. 6. The Village shall pay to the County the total cost of the Project, less such funds as may become available from other sources. The total cost for this purpose 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 and -8- all paying agent fees and other expenses and charges (including the County Agency's administrative expenses) which are payable on account of said bonds (such fees, expenses and charges being herein called "bond service charges"). Such payments shall be made to the County in annual or semiannual installments which shall be due and payable at least thirty days prior to the day of the month specified in the County bonds as the annual principal maturity date thereof or semiannual interest date as set forth on Exhibit C attached hereto. Such installments shall be so paid in each year that any principal or non-capitalized interest on said bonds falls due during the twelve-month period beginning on such principal maturity date in said year, and the amount of each installment so due and payable shall be at least sufficient to pay all such principal and interest thus falling due and all bond service charges then due and payable. The County Agency, within thirty days after delivery of the County bonds to the purchaser, shall furnish the Village Treasurer with a complete schedule of the principal and interest maturities thereon, and the county Agency, at least thirty days before each payment is due to be made by the Village, also shall advise the Village Treasurer of the amount payable to the County an 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 payment when dUe. Such payments shall be made by the Village when due whether or not -9- the Project then has been completed or placed in operation. In the event that additional County bonds shall be issued under the authority of this contract to defray a part of the cost of the Project, the foregoing obligations shall apply to such part of the cost and to said additional bonds insofar as appropriate thereto. 7. The Village may pay in advance any amounts payable to the County pursuant to this contract and in that event shall be credited therefor on future-due amounts as may be agreed by the parties hereto. The Village also may pay in advance any one or more installments or any part thereof (a) by surrendering to the County any of said County bonds of like principal amount or (b) by paying to the County in cash the principal amount of any County bonds which are subject to redemption prior to maturity, plus all interest thereon to the first date upon which such bonds may be called for redemption, and plus all applicable call premiums and bond service charges, and in such event the County Agency shall call said bonds for redemption at the earliest possible date; provided, however, that such advance cash payment and credit therefor shall be limited in amount at any given time to the amount of bonds available for redemption by call within the twelve-month period succeeding the date of the advance cash payments. 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 and bonds so surrendered or redeemed shall be canceled. 8. In the event that it shall become necessary to increase the estimated cost of the Project as hereinbefore stated, or if the -1 0- actual cost of the Project shall exceed the estimated cost, whether as the result of variations or changes permitted or needed to be made in the approved plans or otherwise, then (without execution of any further contract or amendment of this contract) the Village Council, by resolution adopted within fifteen days after the receipt of construction bids, may direct that a portion of the Village System not yet acquired or constructed and not under contract to be acquired or constructed be deleted sufficient to reduce the total costs to an amount which shall not exceed the total estimated cost of the Project by more than 5%; provided that such deletion shall not change the general scope, overall design, and purpose of the Village System. In the adoption of such a resolution the Village shall pay or procure the payment of the increase or excess up to said 5% in cash or shall agree that County bonds in an increased or additional amount shall (upon adoption of an authorizing resolution therefor by the Board of Commissioners) be issued to defray such increased or excess cost, to the extent that funds therefor are not available from other sources. Where the effect of any increase in the estimated cost of the Project or of any excess of actual cost over estimated cost would be to cause the total cost of the Project to exceed by more than 5% its total estimated cost as hereinbefore stated, the County shall not enter into any new or further obligation for or pay any new or further item of cost thereof until 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 paid or its payment procured by the Village in ,-. -11- cash or be defrayed by the issuance of increased or additional County bonds in anticipation of increased or additional payments agreed to be made by the Village to the County in the manner hereinbefore provided; provided, further, that the adoption of such resolution by the Village Council shall not be required prior to or as a condition precedent to the issuance of additional bonds by the County, if the County has previously 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. 9. If the actual cost of the Project is less than the total estimated cost, any surplus available to the County from the sale of County bonds, at the option of the Village Council, shall be used to improve, enlarge or extend the Project, to apply upon future payments due to the County, to redeem bonds maturing or callable for payment within one year, or to purchase bonds of any maturity on the open market, provided that such surplus shall be used to improve, enlarge or extend the Project only if authorized by the Board of Commissioners. Any such surplus to be used for the purpose of improving, enlarging or extending the Project may be supplemented by cash payments to be made by the Village or by the proceeds of additional County bonds, or such improvements, enlargements or extensions may be financed entirely from such cash payments, if authorized by the Village Council. If any such -12- surplus is used to redeem or purchase bonds, the same shall be canceled, and the payments thereafter required to be made by the Village to the County shall be reduced so as to reflect the resulting saving of interest and the payment required to be made by the Village in the calendar year of the stated maturity of said bonds shall be reduced by the principal amount thereof. 10. Should the Village fail for any reason to pay the County at the times specified the amounts herein required to be paid, the Village hereby authorizes the State Treasurer or other official charged with the disbursement of unrestricted state funds returnable to the Village pursuant to the Michigan constitution to withhold sufficient funds to make up any default or deficiency in funds. If the full faith and credit of the County are pledged for the prompt payment of the principal of and interest on the bonds to be issued by the County and if the County is required to advance any money by reason of such pledge on account of the delinquency of the Village, the County Treasurer is authorized hereby to notify the State Treasurer to deduct the amount of money so advanced by the County from any unrestricted moneys in the State Treasurer's possession belonging to the Village and to pay such amount to the County. The foregoing shall not operate to limit the County's right to pursue any other legal remedies for the reimbursement of moneys advanced on account of the default of the Village. 11. The Village, pursuant to the authorization of Act 342 and Act 189, Public Acts of Michigan, 1979, hereby pledges its unlimited tax full faith and credit for the prompt and timely i -13- payment of its obligations expressed in this contract and shall each year levy a tax in an amount which, taking into consideration estimated delinquencies in tax collections, will be sufficient to pay its obligations under this contract becoming due before the time of the following year's tax collections; provided, however, that if at the time of making its annual tax levy, the Village shall have on hand cash or other funds which have been set aside and pledged or are budgeted or 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. Taxes levied by the Village may be without regard to applicable charter, statutory and constitutional limits and in addition to the taxes the Village is authorized to levy. The Village Council each year, at least 90 days prior to the final date provided by law 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 which become due and payable under this contract prior to the time of the next following year's tax collections, the amount of the funds which the Village has or will have on hand or to its credit in the hands of the County which have been or will be set aside and pledged for payment of said obligations to the County, and the amount of the Village taxes next proposed to be levied for the purpose of raising money to meet such obligations. The County Agency shall review such statement promptly and, if he finds that the proposed tax levy is insufficient, he shall so notify the Village Council, and the Village hereby covenants and agrees that it thereupon will increase its levy to such extent as may be required by the County Agency. 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 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 unlimited tax full faith and credit) of the Village, which proper proportionate share shall be fixed and determined by the County Agency and shall be binding upon all parties concerned unless, within sixty (60) days after such incorporation or annexation becomes effective, the governing body of the municipality into which such territory is incorporated or to which such territory is annexed and the Village Council of the Village, by mutual agreement and with the written approval of the County Agency, shall 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 Village Council of the Village, one designated by the governing body of the new municipality or the municipality annexing such territory and one independent registered engineer appointed by the County Agency. Each governmental unit shall appoint its representative within fifteen (15) days after -15- being notified to do so by the County Agency and within a like time the County Agency shall appoint the engineer third member. If any such representative (other than the appointee of the County Agency) is not appointed within the time above provided, then the County Agency may proceed without said recommendation. If the committee shall not make the recommendation within forty-five (45) days after its appointment or within any extension thereof by the County Agency, then the County Agency may proceed without such recommendation. 13. This contract is contingent upon the County issuing its negotiable bonds as herein provided, to defray such part of the total estimated cost of the Project as is necessary to be financed, which bonds shall be issued under the authorization provided in Section 5a, 5b and Sc of said Act 342. Interest on the bonds may be capitalized and paid from the bond proceeds for a period not exceeding the estimated construction period and one year thereafter. In the event that the bonds are not issued within five years from the date of this contract, it shall become null and void unless extended by mutual agreement, except that the Village shall pay all engineering, legal and other costs and expenses theretofore incurred hereunder and other costs and expenses theretofore incurred hereunder and shall be entitled to all plans, specifications and other engineering data and materials. 14. Upon completion of the Village System it shall be operated and maintained in accordance with a supplemental agreement between the Village and the County. The operation and maintenance of the System shall continue as provided in the Evergreen -16- Agreement, the Farmington Agreement, and any supplements or amendments thereto, with costs thereof billed, collected and paid as at present. If a grant, advance or payment becomes available from the state or federal governments or any other source, the Village hereby agrees to adopt such resolutions or ordinances as may be required by state or federal laws, regulations or orders to make the County and the Project and the System eligible to accept and receive the grant, advance or payment, and if the terms of the grant, advance or payment require a local contribution, the Village hereby agrees to raise and make such local contribution. 15. The County shall have no obligation or responsibility for providing facilities except as herein expressly provided with respect to the acquisition 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 Village System by constructing or extending sewers or related facilities, connecting the same to the Project, and otherwise, improving the Project. It is expressly agreed, nevertheless, that no such connection shall be made to the Project and no improvements, enlargements or extensions thereof shall be made without first securing a permit therefor from the County Agency. Any such permit may be made conditional upon inspection and approval of new construction by the County Agency. It is further agreed that the Village system shall be used for collection and conveyance of sanitary sewage only and that the Village shall take all necessary action to prevent entry into the • -17- Village system of storm waters and also to prevent entry of sewage or wastes of such a character as to be injurious to the Village System or the System or to the public health and safety. 16. All powers, duties and functions vested by this contract in the County shall be exercised and performed by the County Agency, for and on behalf of the County, unless otherwise provided by law or in this contract. The County Agency shall prepare, with the aid of its consultants, such covenants, representations and warranties and have adopted by officials of the County and of the Village such procedures for construction, accounting, payment and operating as are necessary to comply with the requirements of state and federal law in order to create and maintain the obligations of the Village and of the County under this contract and with respect to the bonds as valid and binding obligations and in order to assure that the interest on the bonds is excludable from gross income for federal income tax purposes. Such covenants, representations and warranties and such procedures shall be evidenced by and set forth in certificates or resolutions prepared for the County Agency which the Village and the County agree to approve, execute and adopt at or prior to issuance and delivery of any bonds. 17. The parties hereto recognize that the holders from time to time of the bonds to be issued by the County under the provisions of Act 342, and secured by the unlimited tax full faith and credit pledge of the Village to the making of the payments as set forth in this contract, will have contractual rights in this contract, and it is therefore covenanted and agreed that so long as -18- any of said bonds shall remain outstanding and unpaid, the provisions of this contract shall not be subject to any alteration or revision which would in any manner adversely affect either the security of the bonds or the prompt payment of 'principal or interest thereon. The right to make changes in this contract, by amendment, 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 which would in any way impair the contract of said bonds, the security therefor, or the prompt payment of principal and interest thereon. It is hereby declared that the terms of this contract and of any amendatory or 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. 18. In the event that any one or more of the provisions of this contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, but this contract shall be construed as if such invalid, illegal or unenforceable provision has never been contained herein. 19. This contract shall become effective upon its execution by each party hereto subject to referendum rights provided in Act 342. This contract shall terminate forty (40) years from the date -19- hereof or on such earlier date as shall be mutually agreed; provided, however, that it shall not be terminated at any time prior to the payment in full of the principal of and interest on the County bonds together with all bond service charges pertaining to said bonds. This contract may be executed in several counterparts. The provisions of this contract shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed and delivered by the undersigned, being duly authorized by the respective governing bodies of such parties, all as of the day and year first above written. VILLAGE OF FRANKLIN COUNTY-'0F OAKLAND BY: • ( Presidet Count rain COmmissiller vt (Cop1iy Agency) Gq_y e W. Kuhn BY: 11 ' JI. X illage Cle k PROPOSED FRANKLIN VILLAGE PRESSURE SEWER CONSTRUCTION AREAS VILLAGE OF FRANKLIN. SANI.T.AR.Y:_,S,E..WC914.F.C.T.I .Q.N...A.N..D. DISPOSAL SYSTEM EXHIBIT "B" GiffelsWebster EAineeFs, Inc. AI r AML ArK1116s.stei By OAKLAND COUNTY EVERGREEN- FARMINGTON SEWAGE DISPOSAL SYSTEM VILLAGE OF FRANKLIN PRESSURE SEWER PROJECT REMAINING STREET PIPE 575 SITE AND SERVICE VALVE CONNECTIONS CONTRACTED SERVICES - CONSTRUCTION: 2" through 6" Pressure Sewer Main and Appurtences Area 2 11,550 1.f. Area 5 7,200 1.f. (part) Subtotal 18,750 1.f. x $34.00 $ 637,500 575 each Service Valve (Tap main, Service pipe to property line and valve) @ $1,000 each = $ 575,000 575 each Site (Grinder pump, Discharge pipe) @ $6,000 each = $3,450,000 Subtotal $4,662,500 CONTRACTED SERVICES - PROJECT DEVELOPMENT: Engineering Consulting Engineering Soil Borings Testing Consultants Legal Services $ 267,000 $ 18,000 $ 18,000 $ 38,000 Subtotal $ 341,000 COUNTY SERVICES: Administration Engineering Construction Inspection Soil Erosion Permit Contingency $ 47,000 $ 115,000 $ 384,000 $ 3,000 $ 447,500 Subtotal $ 996,500 TOTAL ESTIMATED PROJECT COST $6,000,000 OAKLAND COUNTY ACT 342 BOND ISSUE I hereby estimate the period of usefulness of these facilities to be forty (40) years and upwards. o" Exhibit C Installments due the County on February ist in the years and amounts as fo11o4s: $125,000 1995 130,000 1996 135,000 1997 140,000 1998 150,000 1999 155,000 2000 160,000 2001 170,000 2002 180,000 2003 190,000 2004 200,000 2005 210,000 2006 220,000 2007 230,000 2008 245,000 2009 260,000 2010 275,000 2011 290,000 2012 305,000 2013 320,000 2014 340,000 2015 360,000 2016 380,000 2017 405,000 2018 425,000 2019 DEFS212R3989. 2.065728-00026 -21- 4 • Resolution #94073 March 24, 1994 Moved by Palmer supported by Dingeldey the resolution be adopted. AYES: Aaron, Crake, Dingeldey, Douglas, Garfield, Gosling, Huntoon, Jensen, Johnson, Kaczmar, Kingzett, Law, Miltner, Oaks, Obrecht, Palmer, Powers, Schmid, Taub, Wo1f. (20) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, 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 March 24, 1994 with the original record thereof now remaining in my office. IA In Testimony Whereof, I have hereunto set my hand and fixed the sea1,91 the County of Oakland at Pontiac, Michigan this 24th day arc . —7,74.440.0. Ly41,1 D. Allen, County Clerk