HomeMy WebLinkAboutResolutions - 1997.08.14 - 24963August 14, 1997 • 'a
Miscellaneous Resolution # 97167 August 14, 1997
BY: PLANNING AND BUILDING COMMITTEE
CHARLES E. PALMER, CHAIRPERSON
IN RE: DRAIN COMMISSIONER - NORTH HURON VALLEY-ROUGE VALLEY
WASTEWATER CONTROL SYSTEM
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen
WHEREAS, in order to make certain improvements to the North Huron Valley-Rouge
Valley Wastewater Control System (the "System"), the County of Oakland (the "County"),
representing the City of Novi, entered into the Wayne County-Oakland County Construction,
Finance and Service Agreement with the County of Wayne ("Wayne County"), and others,
approved in 1988, based upon a form dated November 30, 1987; and
WHEREAS, such agreement was amended in 1988, 1989 and 1990 by First, Second and
Third Amendments thereto, respectively (as so amended, the "Primary Contract"), in order to
provide the necessary details for the financing, construction and operation of certain improvements
to the System (the "Project"); and
WHEREAS, although the Project has been substantially completed, a certain portion of the
Project (the "Pump Station Project") has not been completed; and
WHEREAS, the grant funds originally anticipated are no longer available to complete the
Pump Station Project; and
WHEREAS, the parties to the Primary Contract have determined that it is necessary to
further amend and to restate the Primary Contract to provide for the financing of the Pump Station
Project; and
WHEREAS, it is necessary for the County to take certain actions in connection with the
financing of the Pump Station Project.
NOW, THEREFORE, BE IT RESOLVED, THAT:
The Amended and Restated Wayne County-Oakland County Construction, Finance and
Service Agreement, including all exhibits thereto (the "Finance Agreement"), is hereby approved
in substantially the form presented to this Board, with such changes as the County Drain
Commissioner (the "Authorized Officer") shall determine are necessary or advisable, and the
Authorized Officer is hereby authorized to execute the Finance Agreement for and on behalf of
the County. The County Clerk shall endorse upon the Finance Agreement "Approved
August 14 , 1997" and shall place the endorsed copy on file in his office and shall deliver a
copy of the endorsed copy to the Authorized Officer.
I •
I
The County's share of the Pump Station Project, set forth in Exhibit "J" to the Finance
Agreement, shall be financed from the sources set forth in the Finance Agreement. The County
shall make a cash contribution for its allocable share of the Pump Station Project not available in
its Custodial Account (as defined in the Finance Agreement) from moneys to be paid to the County
by the City of Novi.
The Authorized Officer is hereby authorized to enter into a separate agreement with Wayne
County regarding disposition of the County's Custodial Account as authorized in the Finance
Agreement if the Authorized Officer determines it to be in the County's best interest to do so;
provided, however, that such agreement shall be permitted only to the extent it does not violate
any covenants or agreements applicable to the funds originally deposited into the Custodial
Account and it does not violate any covenants or agreements, including covenants and agreements
related to federal income taxation, applicable to bonds issued or to be issued under the Primary
Contract or under the Finance Agreement.
The Authorized Officer is hereby authorized to take any and all actions necessary or
desirable in furtherance of the provisions of this resolution or the Finance Agreement approved
hereby.
Mr. Chairperson, on behalf of the Planning and Building Committee, I move adoption
of the foregoing resolution.
NNING AND BUILDING COMMITTEE
I HER PPE THE FOREGOING RE5OLUTION
EK/5/7
L Brooks PsgersOn, County Executive Date
W:Va69007‘303 \Res Misc.doc
t
AMENDED AND RESTATED WAYNE COUNTY-OAKLAND COUNTY
Construction, Finance and Service Agreement
THIS AMENDED AND RESTATED AGREEMENT, made and entered into as
of the day of 1997 by and among the COUNTY OF WAYNE,
a Michigan charter county corporation (hereinafter referred to as
"WAYNE"), the CITY OF DEARBORN HEIGHTS, the CITY OF GARDEN CITY,
the CITY OF INKSTER, the CITY OF LIVONIA, the CITY OF NORTHVILLE,
the CITY OF ROMULUS, the CITY OF WAYNE, the CITY OF WESTLAND, the
TOWNSHIP OF REDFORD, and the TOWNSHIP OF VAN BUREN, all Michigan
public corporations located in the County of Wayne, State of
Michigan, (hereinafter sometimes referred to as the "WAYNE LOCAL
UNITS"), and the COUNTY OF OAKLAND, a Michigan county corporation
(hereinafter referred to as "OAKLAND"), representing the CITY OF
NOVI, a Michigan public corporation located in the County of
Oakland, State of Michigan, (hereinafter sometimes referred to as
the "OAKLAND LOCAL UNIT"). All local units in WAYNE and OAKLAND
are sometimes hereinafter referred to as the "LOCAL UNITS", or
individually as a "LOCAL UNIT".
WITNESSETH:
WHEREAS, WAYNE pursuant to the provisions of Act 185, Public
Acts of Michigan, 1957, as amended ("Act 185"), has heretofore
established the Rouge Valley Sewage Disposal System (herein the
"ROUGE VALLEY SYSTEM") to provide interceptor sewers to serve the
district defined in the resolution creating the system; and
WHEREAS, WAYNE, acting by and through its Board of Public
Works, entered into a contract dated August 10, 1961, establishing
the Rouge Valley System (hereinafter the "BASIC CONTRACT"); and
WHEREAS, the BASIC CONTRACT provides for the acquisition of
certain existing facilities and the construction of certain new
interceptor sewers for said ROUGE VALLEY SYSTEM to provide
facilities for transporting specified portions of the sanitary
sewage emanating from the WAYNE LOCAL UNITS and others within the
district for the disposal through the treatment facilities of the
City of Detroit; and
WHEREAS, the BASIC CONTRACT further provides for the
allocation of the share of costs thereof to be borne by each of the
WAYNE LOCAL UNITS and others and by WAYNE, and provides for the
issuance of bonds by WAYNE, to provide funds to cover the cost of
the ROUGE VALLEY SYSTEM, said bonds being secured by the full faith
and credit pledge of each of the WAYNE LOCAL UNITS and others and
for the payment of its allocated share payable as provided in the
BASIC CONTRACT, and further provides limitations as to rate of flow
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June 30, 1997
allowed each, for rates to be paid for operation and maintenance,
and other details and matters in relation thereto, said BASIC
CONTRACT being fully executed by all parties as of August 10, 1961,
and approved as required by law; and
WHEREAS, WAYNE and the CITY OF DETROIT METROPOLITAN WATER AND
SEWER SYSTEM (herein "DETROIT") entered into a contract dated
August 14, 1961, as amended June 13, 1983, providing for the
transportation of sewage for treatment and disposal through the
DETROIT facilities, and WAYNE and DETROIT entered into an Agreement
dated August 15, 1961, providing for the acceptance of sanitary
sewage from the ROUGE VALLEY SYSTEM, and providing for WAYNE to pay
DETROIT for services rendered; and
WHEREAS, pursuant to the provisions of Act 185, WAYNE may
merge, combine, improve, enlarge, extend, operate and maintain the
existing system; and
WHEREAS, OAKLAND has heretofore established the Huron-Rouge
Sewage Disposal System (herein the "HURON-ROUGE SYSTEM") to provide
sewage disposal services to areas in OAKLAND and has subsequently
enlarged said system, as evidenced by a Board of Commissioner's
Resolution dated June 23, 1983, to include in the HURON-ROUGE
SYSTEM service area all of the OAKLAND LOCAL UNIT; and
WHEREAS, WAYNE and OAKLAND have heretofore contracted for
acceptance by WAYNE of sanitary sewage from the HURON-ROUGE SYSTEM
to be transported through the ROUGE VALLEY SYSTEM and the sewer
facilities of DETROIT to the Detroit Treatment Plant pursuant to
the contract with WAYNE; and
WHEREAS, WAYNE, as the lead applicant, applied for Federal and
State grants and Michigan Municipal Bond Authority ("MMBA")
financing for the construction of facilities to enlarge and extend
the ROUGE VALLEY SYSTEM and the HURON-ROUGE SYSTEM and to make an
enlarged connection to the DETROIT facilities and to obtain
enlarged treatment capacity and services; and
WHEREAS, DETROIT obtained Step 3 Construction Grants for the
improvements to the DETROIT system; and
WHEREAS, in order to obtain grants, and in order to enlarge
and extend the ROUGE VALLEY SYSTEM and the HURON-ROUGE SYSTEM and
to provide to the WAYNE LOCAL UNITS and the OAKLAND LOCAL UNIT
additional facilities, capacities and treatment rights for the
transportation and treatment of sanitary sewage emanating from the
service areas of said systems in the jurisdictions of said LOCAL
UNITS, it was necessary that WAYNE and the WAYNE LOCAL UNITS and
OAKLAND on behalf of the OAKLAND LOCAL UNIT, enter into the Wayne
County-Oakland County Construction, Finance and Service Agreement,
approved in various dates in 1988, based upon a form dated November
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30, 1987 (the "Primary Contract"), for the financing, construction,
operation and service of a wastewater control system and certain
related local improvements as hereinafter described (the
"Facilities"), particularly by reference to the Exhibits hereunto
attached and by this reference incorporated in this Agreement, all
of which additional facilities, capacities and treatment rights,
except those denominated "Rehabilitation Improvements" and Sewer
System Evaluation Studies (hereafter "SSES") in connection
therewith, are herein called the "PROJECT"; and
WHEREAS, in order to obtain Federal grants and to finance and
construct the PROJECT and to deliver sewage disposal services
therefrom, it was necessary that WAYNE, OAKLAND and the LOCAL UNITS
enter into the Primary Contract; and
WHEREAS, DETROIT represented that it had sufficient
interceptor and treatment plant capacity to accept and treat the
additional flows generated as a result of the PROJECT; and
WHEREAS, it was and continues to be necessary and imperative
for the public health, safety and welfare of the residents of.the
above-mentioned cities and townships that adequate and proper
additional sewage disposal facilities be acquired and constructed
to serve said cities and townships or parts thereof; and
WHEREAS, WAYNE acting through its Department of Public Works
(now Department of Environment) under the Act 185, and OAKLAND
acting through its County Drain Commissioner under the provisions
of Act 342, Public Acts of Michigan, 1939, as amended, each have
power by contracting with their respective LOCAL UNITS and with
DETROIT and with each other to acquire, construct, finance,
improve, enlarge, extend, and operate the PROJECT; and
WHEREAS, the above statutes provide in the opinion of WAYNE,
OAKLAND and the LOCAL UNITS the fairest and most equitable means of
acquiring the PROJECT so vitally necessary for the public health,
safety and welfare of the residents of the counties and of the
LOCAL UNITS within the area to be served; and
WHEREAS, WAYNE, through its Department of Public Works (now
Department of Environment), has heretofore prepared descriptions of
the PROJECT, allocations of capacities and service rights and cost
estimates for the PROJECT facilities necessary to adequately serve
the LOCAL UNITS or portions thereof located within the service
area; and
WHEREAS, OAKLAND and the LOCAL UNITS have been fully advised
as to the description of the PROJECT, the allocation of capacities
and service rights and cost estimates; and
WHEREAS, in accordance with the Primary Contract, the parties
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contemplated the need for amendments to provide various details of
the parties' agreement for the construction and financing of
segments of the system, when the program for financing and
construction of the Facilities progressed to the point when such
details could be developed; and
WHEREAS, the parties entered into a First Amendment to the
Primary Contract, dated as of the 1st day of November, 1988 to
provide the details necessary to undertake the financing,
construction and operation of Segment 1 of the Facilities; and
WHEREAS, the parties entered into a Second Amendment to the
Primary Contract, dated as of the 1st day of August, 1989, to
further provide certain details with respect to the financing,
construction and operation of Segment 2 of the Facilities; and
WHEREAS, WAYNE received and accepted a Federal grant offer for
payment of the eligible portions of the cost of Segment 3 of the
Facilities, including components 7 and 9, of the regional project
and sewer rehabilitation and metering for WAYNE's Regional
Facilities and local sewer rehabilitation in the Cities of Dearborn
Heights, Inkster, Garden City, Livonia, Northville, Plymolith,
Romulus, Wayne and Westland and the Township of Redford, all as
described in Exhibit "E" attached hereto, and certain local sewer
improvements in the Cities of Dearborn Heights, Garden City and
Livonia; and
WHEREAS, in 1990 the parties entered into a Third Amendment to
the Primary Contract to further amend the Primary Contract to
provide necessary details to undertake the financing, construction
and operation of Segment 3 of the Facilities; and
WHEREAS, certain portions the PROJECT described in Exhibit "I"
hereto, which were initially encompassed in Component 1 of Segment
1 described in Exhibit "E" attached hereto (the "Pump Station
Project") have not been completed with the grant funds as
originally contemplated; and
WHEREAS, grant funds are no longer available to complete the
Pump Station Project; and
WHEREAS, it is now necessary to find other means of financing
the Pump Station Project; and
WHEREAS, in 1989, WAYNE issued bonds through the MMBA on
behalf of certain of the LOCAL UNITS, in order to provide funds
for, among other portions of the PROJECT, the Pump Station Project;
and
WHEREAS, certain other LOCAL UNITS made available funds
through other means in order to provide the local share of funds
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for, among other portions of the PROJECT, the Pump Station Project;
and
WHEREAS, in 1989, WAYNE entered into a Segment I Custodial
Account Agreement (each, a Custodial Agreement and, collectively,
the "Custodial Agreements") with each of the LOCAL UNITS, whether
or not the LOCAL UNIT had bonded through WAYNE or had made funds
available through other means, pursuant to which WAYNE had held the
local share of funds contributed to, among other portions of the
PROJECT, the Pump Station Project; and
WHEREAS, due to the passage of time, the accounts created
pursuant to the Custodial Agreements ("Custodial Accounts") have
earned interest; and
WHEREAS, while amounts in certain Custodial Accounts are
sufficient to pay the LOCAL UNIT'S share of the cost of the Pump
Station Project, additional funds must be secured by other LOCAL
UNITS for the Pump Station Project; and
WHEREAS, WAYNE contemplates the issuance of bonds through the
Michigan Water Pollution Control Revolving Fund, together with use
of monies in the Custodial Accounts, to finance costs of the Pump
Station Project; and
WHEREAS, in connection with the financing of the Pump Station
Project, the parties desire to amend further the Primary Contract
with respect to certain financing provisions and to restate the
Primary Contract and all amendments thereto in their entirety (the
Primary Contract as amended and restated is referred to herein as
the "Agreement").
NOW, THEREFORE, in consideration of the premises and the
covenants of each other, the parties hereto agree as follows:
1. The parties hereto ratify the construction of the PROJECT
heretofore constructed and approve completion of construction of
the PROJECT, including the Pump Station Project, and the providing
of services therefrom in the counties of WAYNE and OAKLAND. The
PROJECT shall serve an area in WAYNE and OAKLAND, as described in
Exhibit "A" hereto, by construction of the Facilities described as
the PROJECT on Exhibits "E" and "I" hereto. The term "WAYNE
SYSTEM", as used hereinafter, shall consist of all of the existing
facilities and allocated capacities of the ROUGE VALLEY SYSTEM, as
shown on Exhibit "B" hereto, as well as the additional facilities
and allocated capacities of the PROJECT within WAYNE COUNTY, as
shown on Exhibit "C" hereto. The term "OAKLAND SYSTEM" as used
hereinafter, shall consist of all the existing facilities and
allocated capacities of the HURON-ROUGE SYSTEM, as shown on Exhibit
"B" hereto, as well as the additional facilities and allocated
capacities of the Project within Oakland County as shown on Exhibit
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It Is
"C" hereto. The combined WAYNE and OAKLAND SYSTEMS are sometimes
hereinafter collectively referred to as the "SYSTEMS". The term
North Huron Valley-Rouge Valley Wastewater Control System when used
hereinafter shall refer to the SYSTEMS plus the DETROIT
improvements.
2. The PROJECT was to be constructed as hereinafter provided
in three segments. Such segments and the facilities to be
constructed within each segment are described in Exhibit "E"
attached. The PROJECT as described in Exhibit "E" (other than the
Pump Station Project) has been substantially completed and is in
the process of being closed out.
3. The parties hereto approve the allocation of the costs of
the PROJECT by percentages set forth in Exhibit "D" hereto.
4. (a) The PROJECT (other than the Pump Station Project)
received a segmented Federal grant in accordance with the Code of
Federal Regulations, Part 40 35.2108 (40 CFR 35.2108). For
purposes of financing the PROJECT, the PROJECT (other than the Pump
Station Project) will remain eligible for Federal grants with
respect to Segment 1, Segment 2 and Segment 3 subsequent to an
audit by the U.S. EPA (hereinafter defined) and all parties hereby
agree that the PROJECT (other than the Pump Station Project) has
been and shall be completed as required by the provisions of said
40 CFR 35.2108, as in effect at the time of receipt of the Federal
grant therefor or as now or hereafter in effect.
(b) The parties shall be obligated to participate in the
financing .of the Facilities and shall be primarily liable for
payments due to retire bonds for the construction of all segments
of the Facilities or cash payments for such construction until all
such segments are financed, constructed and placed in service, even
if Federal grant funds are not available. The parties hereto agree
that in the event that Federal grants for any portion of the
Facilities are not available for any reason whatsoever, then all
LOCAL UNITS, WAYNE and OAKLAND must pay to construct the complete
Facilities in accordance with the applicable allocations of cost
set forth in Exhibit "D" attached hereto and in accordance with the
time schedules for construction of the Facilities as contemplated
by this Agreement.
(c) The Pump Station Project shall be financed as
provided in paragraphs 38 through 48 hereof.
5. WAYNE and DETROIT shall acquire and construct the.
portions of the PROJECT within their respective jurisdictions, and
shall cause bids to be taken for such acquisition and construction
and shall cause contracts to be executed, resolutions adopted and
other actions taken necessary to finance the PROJECT. The LOCAL
UNITS shall adopt resolutions and take other actions necessary to
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finance the PROJECT. WAYNE and OAKLAND, with the consent of all
LOCAL UNITS, may hereafter agree, by amendment to this Agreement,
to substitute another public corporate entity or agency in place of
each county and to delegate thereto all powers, duties, and
functions of each county created pursuant hereto or pursuant to
law. In no event will any construction contract be entered into
for the acquisition of any segment of the PROJECT prior to the sale
of bonds necessary for the financing of that segment of the
PROJECT.
6. (a) The PROJECT shall be acquired and become additions to
the SYSTEMS in accordance with Facilities Plans finally approved by
Michigan Department of Natural Resources (herein the "MDNR") and
the United States Environmental Protection Agency (herein the
"U.S.EPA") and as described in the applications for grants and in
the Exhibits approved by this Agreement. The PROJECT shall be
acquired and constructed substantially in accordance with the final
plans and specifications and cost estimates prepared and submitted
by the consulting engineers, but variations therefrom during
construction which do not materially change the location, capacity
or overall design of the PROJECT, and which do not require an
increase in the final estimated cost of the PROJECT, may be
permitted on the authority of WAYNE. Other variations or changes
may be made as approved by WAYNE and by resolutions of the
governing bodies of OAKLAND and the LOCAL UNITS affected, as
. provided in paragraph 29 hereof. All matters relating to
engineering plans and specifications, together with the making and
letting of final contracts for acquisition and construction of the
PROJECT, the approval of the work and materials therefore, and
construction supervision, shall be under the exclusive control of
WAYNE as to those Facilities in the WAYNE SYSTEM, and under the
exclusive control of DETROIT as to those Facilities in the City of
Detroit.
(b) Certain of the local sewer rehabilitation and sewer
relief work to be performed on the locally owned collector systems
has been financed in part by Federal grant funds which WAYNE has
received and expended on behalf of the LOCAL UNITS. The parties
hereto acknowledge that Wayne as grantee is bound to administer
such funds in accordance with U.S.EPA requirements including the
requirements of 40 CFR 35.2104 and therefore, the parties hereto
agree that WAYNE shall have the legal, institutional, managerial
and financial capability to ensure adequate building and operation
and maintenance of all grant funded improvements and treatment
works throughout the applicant's jurisdiction, and it is the
intention of the parties to grant to WAYNE any such needed
authority so as to enable WAYNE to comply with U.S.EPA rules and
regulations. Further, the LOCAL UNITS agree that if Federal funds
are awarded to WAYNE to finance the local improvements to be
constructed concurrently with the PROJECT, the affected LOCAL UNITS
shall authorize Wayne through its Chief Executive Officer or his
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designee to take certain necessary administrative actions on behalf
of the LOCAL UNITS. The administrative actions to be taken by
WAYNE shall include the advertisement for bids, and subject to
local approval, the awarding of construction and engineering
contracts. Further, Wayne shall administer such contracts in
accordance with U.S.EPA and MDNR requirements. The LOCAL UNITS
also agree to fully cooperate with WAYNE in carrying out the local
improvements to be constructed concurrently with the PROJECT.
7. The LOCAL UNITS, by way of compliance with Section 29,
Article VII, Michigan Constitution of 1963, consent and agree to
the establishment and location of the PROJECT and any extension,
improvement or enlargement thereof, within their corporate
boundaries and to the use by WAYNE of their streets, highways,
alleys, lands, rights-of-way or other public places for the purpose
and Facilities of the PROJECT and any improvement, enlargement or
extension thereof, and the LOCAL UNITS further agree that in order
to evidence and effectuate the foregoing agreement and consent,
they will execute and deliver to WAYNE such grants of easement,
rights-of-way, licenses, permits or consents as may be requested by
WAYNE. Notwithstanding anything herein to the contrary, the
parties acknowledge that the cost to purchase any and all interests
in land necessary for this PROJECT are to be paid for, as PROJECT
costs, from the local share.
8. For the term of this Agreement, each of WAYNE and the
OAKLAND. LOCAL UNIT hereby agrees to transmit to the WAYNE and
OAKLAND SYSTEMS respectively, all wastewater collected within its
respective boundary up to its maximum amount of contracted flow, as
set forth in Exhibit "C", except as provided in paragraph 10, at
reception points in the SYSTEMS designated by WAYNE or OAKLAND, and
WAYNE and OAKLAND agree that the SYSTEMS shall accept and dispose
of such wastewater, for treatment at DETROIT. After a LOCAL UNIT
reaches its "Total Community Capacity," said LOCAL UNIT shall have
the right to contract for any additional needed capacity outside
the service district. Said LOCAL UNIT shall retain its obligation
to deliver its "Total Community Capacity," as set forth in Exhibit
"C," to its respective system (WAYNE or OAKLAND). WAYNE and
OAKLAND agree that all LOCAL UNITS shall retain the right to
deliver wastewater in amounts as set forth on Exhibit "C" to the
SYSTEMS for the term of this Agreement, including any extension
thereof, so long as OAKLAND and said LOCAL UNITS shall continue to
pay amounts specified herein for such service. Neither OAKLAND nor
any LOCAL UNIT shall have the right unilaterally to terminate or
reduce such payments, but if such parties hereto shall breach such
obligation, WAYNE shall be authorized to terminate or reduce such
delivery rights or to transfer such delivery rights to other public
corporations, whether a party hereto or not, subject to the
provisions of paragraphs 11 and 51.
9. The parties hereto agree that WAYNE will own and be
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1 14
responsible to operate, maintain and administer the Facilities
located within the WAYNE SYSTEM, and OAKLAND will own and be
responsible to operate, maintain and administer the Facilities
located within OAKLAND, and DETROIT will own and be responsible to
operate, maintain and administer the facilities within the City of
Detroit. OAKLAND and the WAYNE LOCAL UNITS will pay WAYNE the
costs of the operation, maintenance and administration of
Facilities within WAYNE and the costs charged to WAYNE by DETROIT
for the operation, maintenance and to WAYNE by DETROIT for the
operation, maintenance and administration of Facilities located
within the City of Detroit. WAYNE and OAKLAND will cause their
respective SYSTEMS to be operated, maintained and administered on
the basis of sound public utility operational procedure and in
compliance with contractual legal obligations applicable thereto.
WAYNE and OAKLAND will use their best efforts to keep all
facilities of their respective SYSTEMS in proper repair and working
order. However, WAYNE shall not be liable to any LOCAL UNIT or to
OAKLAND, or any individual user therein, for any interruption in
service. WAYNE and OAKLAND will comply with all applicable
federal, state and local regulations relative to the construction,
operation and maintenance of the SYSTEMS.
10. The parties hereto agree that the PROJECT was and
continues to be immediately necessary to preserve and protect the
public health. The parties further agree, however, that the
PROJECT, is intended to serve the LOCAL UNITS in the service area
and not individual users therein, unless by special agreement
between WAYNE or OAKLAND and a LOCAL UNIT wherein a user is
located. .WAYNE and OAKLAND shall place upon the LOCAL UNITS the
obligation to require connection to available sewer facilities and,
to the extent permitted by law, to prohibit the acquisition or
maintenance within the service area of any public sanitary sewer or
public or private sewage disposal Facilities which do not connect
to the Facilities of their SYSTEMS, except by specific written
approval of WAYNE and OAKLAND. The responsibility of collecting
wastewater and delivering the same to the WAYNE SYSTEM shall be
that of OAKLAND, and each WAYNE LOCAL UNIT. The WAYNE LOCAL UNITS
shall cause to be constructed and maintained, in accordance with
regulations of WAYNE, the collector facilities, and OAKLAND shall
place a similar responsibility upon the OAKLAND LOCAL UNIT based
upon regulations of OAKLAND which shall conform to and be at least
as stringent as regulations of WAYNE. WAYNE and OAKLAND may, with
the approval of the other, agree to serve areas outside of the
service area, so long as the rights of the parties hereto are not
infringed. Any revenues from such service outside of the service
area shall inure to the benefit of the appropriate SYSTEM and the
applicable buy-in to the appropriate SYSTEM shall be arranged.
11. Regardless of any provisions of this Agreement, or any
other agreement to the contrary, no LOCAL UNIT shall directly or
indirectly assign any part of its rights hereunder to any other
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municipality, person or entity without (1) affording to all other
LOCAL UNITS a right of first refusal to take the rights proposed to
be assigned and (2) receiving WAYNE's consent to such assignment,
and if the LOCAL UNIT involved is the OAKLAND LOCAL UNIT, the
consent of OAKLAND as well. Notice of such proposed assignment,
together with all relevant details thereof, shall be sent to WAYNE,.
OAKLAND and all LOCAL UNITS by certified mail and unless within
forty-five (45) days after such mailing WAYNE, and OAKLAND, if
involved, shall have sent to the assigning LOCAL UNIT written
refusal of consent, or any LOCAL UNIT shall have sent to the
assigning LOCAL UNIT written offer to take such assignment on terms
agreed upon as hereinafter provided, the assigning LOCAL UNIT may
make such assignment. If any LOCAL UNIT desires to secure the
rights proposed to be assigned, then in that event, the terms of
such assignment shall be mutually agreed upon by the assigning
party, the requesting party and WAYNE, and OAKLAND, if involved.
If more than one LOCAL UNIT elects to take up such proposed
assignment, the assigning LOCAL UNIT may negotiate with each LOCAL
UNIT so electing. Any assignment between or among LOCAL UNITS
shall not occur until approved by WAYNE (and OAKLAND when involved)
as to assignee and payment arrangements and amounts.
12. All parties hereto recognize that WAYNE and OAKLAND will
be responsible to operate their respective SYSTEMS on a non-profit
basis for the benefit of the users and are without funds to
finance, operate and maintain the SYSTEMS except as to those funds
obtained from grants or from the beneficial users of the SYSTEMS,
namely - the LOCAL UNITS. Therefore, in no event shall WAYNE and
OAKLAND or their respective general funds be charged with or liable
for the cost of operating, maintaining and, administering their
respective SYSTEMS. The WAYNE LOCAL UNITS and OAKLAND, on behalf
of the OAKLAND LOCAL UNIT, shall pay to WAYNE such charges for use
of the WAYNE SYSTEM ("Rates") as shall be sufficient to provide for
the payment of all costs of operating, maintaining and
administering the WAYNE SYSTEM. The Rates shall reflect not only
current cost experience, but shall also recognize reasonably
estimated cost levels during any period for which such Rates are
applied, and may include charges paid to other systems for services
provided by such other systems. Rates may be adjusted by WAYNE
from time to time to meet the foregoing costs. Operation and
maintenance expenses shall include such amounts as in the judgment
of WAYNE are necessary to pay for any losses or legal expenses
arising from the operation and maintenance of the WAYNE SYSTEM,
including repair and replacement of WAYNE SYSTEM equipment,
accessories, or appurtenances necessary to maintain the capacity
and performance for which the Facilities were originally designed
and constructed. In addition thereto, the Rates shall include
such amounts as are necessary to pay similar expenses incurred with
respect to construction of improvements made to the SYSTEMS. The
funds obtained by WAYNE from Rates shall only be used for purposes
necessary to the operation, maintenance, administration and repair
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or replacement of the Facilities as originally designed and
constructed.
13. OAKLAND and the WAYNE LOCAL UNITS shall pay WAYNE monthly
in accordance with the schedule of Rates established by WAYNE. The
monthly payments shall be accompanied by a report on forms provided
by WAYNE. The payment and the report are due within forty-five
(45) days after the month of service. The WAYNE LOCAL UNITS and
OAKLAND agree to pay the Rates promptly, without reduction, without
regard to whether or not charges for the use of the SYSTEMS have
been collected from individual users within their respective units,
and without regard to any failures of the SYSTEMS. Any such Rates
unpaid after forty-five (45) days following the month of service
shall be subject to a late charge of one and one-half percent (1-
1/2%) for each month or fraction thereof for which such Rates
remain unpaid. The payment of such Rates by the WAYNE LOCAL UNITS
and OAKLAND shall be a general obligation of such parties, and
WAYNE shall have the right to utilize any method permitted by law
for collection of such Rates.
14. Each LOCAL UNIT shall adopt a user charge ("User Charge")
system with respect to individual users which complies with the
rules and regulations promulgated by WAYNE and the U.S.EPA. The
User Charge system of each LOCAL UNIT shall be based upon the
quantity of wastewater delivered to the SYSTEMS for treatment,
together with surcharges to be applied to individual users whose
discharges of specified pollutants exceed a specified strength as
provided in paragraph 19 hereof. WAYNE shall prepare schedules
specifying pollutants and discharges to be subject to surcharge and
defining normal loadings with respect to specified pollutants. The
LOCAL UNITS recognize that their individual User Charge systems
shall be subject to applicable U.S.EPA User Charge rules and
regulations and shall establish charges to be collected from
individual users in amounts sufficient to pay its Rate to WAYNE
when due. There is reserved to all LOCAL UNITS the right to fix
charges to their individual users in such amounts as will produce
additional monies which may be used by the LOCAL UNITS for any
lawful purpose relating to sewage disposal services rendered by
them on behalf of their own individual sewage disposal systems.
OAKLAND shall contract with the OAKLAND LOCAL UNIT to insure that
such OAKLAND LOCAL UNIT abides by the provisions of this paragraph.
15. The parties hereto agree that there shall be established
a permanent Rate Review Committee ("Committee") for the purpose of
assisting WAYNE in efficiently operating, maintaining and
administering the WAYNE SYSTEM for the benefit of the parties
hereto. The Committee shall consist of an appointee from each
LOCAL UNIT, WAYNE and OAKLAND and shall be provided with such
clerical and secretarial personnel and such other funds as may
reasonably be required to carry out its functions. The Committee
will serve without compensation, except that reimbursement of
$2068.44.161271.041 n -11-
expenses may be provided. These costs shall be included in the
Rates and considered a cost of the administration of the WAYNE
SYSTEM as a whole. The Committee shall have access to the books,
records and financial reports of the WAYNE SYSTEM. WAYNE shall
annually submit for approval to the Committee the projected budget
for the WAYNE SYSTEM, setting forth, in such detail as the
Committee shall request, projected costs of operating, maintaining,
administering and paying all expenses of the WAYNE SYSTEM. Should
a dispute arise between WAYNE and the Committee relative to such
budget, either as a whole or in any part, such dispute shall be
submitted for final resolution to whatever agency in WAYNE shall be
authorized by law to make final determinations as to the Rates of
the WAYNE SYSTEM. WAYNE shall, as part of the operation and
administration of the WAYNE SYSTEM, select an outside auditor to
conduct an annual audit. The results of the annual SYSTEM audit
shall be transmitted to each LOCAL UNIT, OAKLAND and the Committee.
The outside auditor selected will be chosen for a period of not
less than three (3) consecutive years, nor more than eight (8)
consecutive years. Prior to initiating an audit selection process,
the Committee will be notified by WAYNE and requested to submit
within thirty (30) days the names of a minimum of three (3) firms
of outside auditors acceptable to OAKLAND and the LOCAL UNITS. The
names of auditors recommended by the Committee will be included by
WAYNE with other outside auditors in the selection process leading
to the naming of the outside auditor. WAYNE shall develop a scope
• of work with respect to the annual audit and shall include within
said scope of work the reasonable requests submitted by the
Committee. WAYNE will then request the qualified outside auditors
named by WAYNE and the Committee to submit proposals to perform the
annual audit. WAYNE will select a minimum of three (3) proposals
from outside auditors whose names will be submitted to the
Committee, and the Committee will have thirty (30) days to register
any objection to WAYNE with respect to those auditors selected
prior to final selection by WAYNE.
16. WAYNE shall establish general rules and regulations for
the SYSTEMS consistent with 33 USC 1251, et seq. (the Federal Clean
Water Act) and the U.S.EPA rules and regulations controlling the
quantity and quality of the discharge of the users to the SYSTEMS.
Nothing herein shall prohibit WAYNE from establishing rules and
regulations more stringent than those required by the aforesaid
act, if, in the judgment of WAYNE, stricter rules and regulations
are necessary to protect the integrity of the SYSTEMS. Further,
OAKLAND and each LOCAL UNIT agree to enforce such rules and
regulations as WAYNE shall from time to time adopt.
17. Except with respect to those areas within the Service
Area being served at the time of the execution of this Agreement by
combined sewers, which areas shall be allowed by WAYNE and OAKLAND
to continue to be served by existing combined sewage facilities,
WAYNE and OAKLAND shall prohibit the connection either directly or
820611.44.14127$.04 .muc.00T -12-
)•
indirectly of storm water sewers to their respective SYSTEMS and
shall further prohibit and prevent as nearly as is practicable the
introduction of storm water into their respective SYSTEMS. It
shall be WAYNE's and OAKLAND's responsibility to monitor their
respective SYSTEMS to carry out the prohibition and prevention of
the entry of storm waters into their respective SYSTEMS. Each
LOCAL UNIT, by the adoption of the required ordinances, shall
comply with WAYNE's regulations in this regard. OAKLAND will
impose similar requirements with respect to the OAKLAND LOCAL UNIT.
18. WAYNE shall have the right to deny to any LOCAL UNIT or
OAKLAND the use of the WAYNE SYSTEM, should such LOCAL UNIT or
OAKLAND be delinquent for a period of ninety (90) days in payment
of any of the charges due from it to WAYNE hereunder, such denial
to continue until such delinquency ceases. The foregoing shall be
accomplished by WAYNE by any lawful means.
19. (a) Each LOCAL UNIT, and OAKLAND for the OAKLAND LOCAL
UNIT, shall be responsible for the character of the wastewater
originating within its boundaries, and shall comply with the
standards, rules and regulations controlling discharge of
wastewater to the SYSTEMS, specifically industrial and/or
commercial wastes, as adopted and imposed by DETROIT and WAYNE.
Each LOCAL UNIT and OAKLAND, by contract or by the adoption of
appropriate ordinances, shall enforce such rules and regulations
and shall provide for and collect appropriate surcharges. If the
character of wastewater transmitted from any LOCAL UNIT or OAKLAND
shall be such that it imposes an unreasonable additional burden
upon the WAYNE SYSTEM, a surcharge over and above the regular rates
shall be established by DETROIT for the receipt of such discharge
or if such discharge cannot be received by the WAYNE SYSTEM, WAYNE
may pass on such surcharge or require that such discharge be
pretreated before transmission to the WAYNE SYSTEM. If necessary
WAYNE and DETROIT shall have the right for the protection of the
WAYNE SYSTEM and the public health or safety, to deny discharge of
wastewater to the WAYNE SYSTEM, and WAYNE and DETROIT may take all
steps necessary to accomplish such denial.
(b) The discharge of wastewater into the Facilities or
into the ROUGE VALLEY SYSTEM from any public corporation using the
Facilities or that SYSTEM, whether a party hereto or not, shall not
exceed the purchase capacity of such public corporation in the
Facilities or that SYSTEM. Responsibility and authority will be
vested with WAYNE to oversee the discharge of wastewater from each
public corporation and take appropriate actions to protect the
rights of all public corporations in the Facilities and the ROUGE
VALLEY SYSTEM to discharge up to but not in excess of their
purchase capacities. This responsibility may entail flow
monitoring and flow regulation, if needed to protect these rights.
(c) WAYNE agrees that in the event it becomes necessary
8206C44.161278.04 .1 -13-
,A 4
Segment 1:
Segment 2:
Segment 3:
Pump Station
Project:
June, 1991
December, 1992
June, 1993
September, 1999
to install meters to monitor the flow of wastewater into the
Facilities or the ROUGE VALLEY SYSTEM, the costs for installation
and operation of such meters shall be borne by all parties using
the system involved as a general system cost.
(d) Should it also become necessary to construct or
install restrictive devices to limit such wastewater flow, WAYNE
shall to the extent permitted by law require that the cost of such
construction or installation be borne by the public corporation or
public corporations whose excess flow requires such construction or
installation.
20. WAYNE and OAKLAND each agree to finance the PROJECT in
accordance with any lawful means available to it. WAYNE and
OAKLAND each has taken and will take the following general steps:
(a) WAYNE has submitted or will submit to its Commission
and OAKLAND has submitted and will submit to its Board of
Commissioners at appropriate times, resolutions or ordinances
providing for the issuance of bonds necessary to finance the
various phases of the PROJECT, and has requested and will request
that the limited tax full faith and credit of each county be
pledged as secondary security for all such financings by each
county. After due adoption of the appropriate resolutions or
ordinances, WAYNE and OAKLAND each has taken and will take all
necessary or legal procedures and steps to effectuate sale and
delivery of the bonds at the lowest possible cost. WAYNE has
applied for and made appropriate use of all available Federal
.grants to. pay for a part of the cost of the PROJECT, and OAKLAND
has paid and will pay WAYNE for its part of the cost of the PROJECT
to be constructed by WAYNE.
(b) WAYNE has taken and will take all steps necessary to take
bids for and enter into final construction contracts for the
acquisition and construction of the Facilities of the PROJECT in
the WAYNE SYSTEM specified and approved in this Agreement, in
accordance with the plans and specifications therefore as approved
herein. Said contracts shall specify completion dates which were
and are estimated to be, as follows:
The contracts for the construction of local improvements shall
specify completion dates as specified in applicable Consent Orders
as now exist or hereafter may become applicable.
(c) WAYNE has required and will procure from contractors
U0411.44.1612711.04AOCANIT -14-
undertaking the actual construction and acquisition of the
Facilities in the WAYNE SYSTEM, necessary and proper bonds to
guarantee the performance of such contract or contracts and such
labor and material bonds as may be required by law, in amounts and
in such forms as may be approved by WAYNE.
(d) Upon receipt of the proceeds of the sale of bonds,
Federal grant funds and cash payments, WAYNE has complied with and
shall comply with all provisions and requirements provided for in
this Agreement, any grants and any bond resolution and in other
applicable regulations relative to disposition and use of the
proceeds of such funds.
(e) WAYNE may temporarily invest any bond proceeds or other
funds held by it for the benefit of OAKLAND and the LOCAL UNITS as
permitted by law, and investment income shall accrue to and follow
the fund producing such income. Neither WAYNE, OAKLAND or the
LOCAL UNITS shall invest, reinvest, or accumulate any monies deemed
to be proceeds of bonds pursuant to State of Michigan ("State")
Federal Internal Revenue Code of 1986, as amended, and the
applicable regulations thereunder ("Code"), in such a manner as to
cause the bonds to be "arbitrage bonds" within the meaning of"the
Code , and all parties further agree to use their best efforts to
take all actions necessary, as permitted by law, to retain Federal
and State tax exemptions on the bonds and the interest thereon.
(f) OAKLAND and the LOCAL UNITS hereby agree that they have
complied with all State and Federal requirements in connection with
grants secured to pay a part of the cost of the SYSTEMS, including
specifically the establishment of an appropriate User Charge and
the adoption of an appropriate sewer use ordinance, in accordance
with prescribed timetables.
21. OAKLAND shall use any available legal means to finance
its obligations to WAYNE and/or DETROIT. OAKLAND further agrees to
take such actions as are necessary to have cash available for
payment to WAYNE in a timely manner. The required payments by
OAKLAND to WAYNE shall be either in a lump sum or as called for by
WAYNE in accordance with construction schedules. However, any
amounts paid by OAKLAND to WAYNE shall be invested by WAYNE to the
extent possible, and the interest thereon shall accrue to the
account of OAKLAND. WAYNE shall not enter into any construction
contracts for the WAYNE SYSTEM until financing is arranged by
OAKLAND and the proceeds are available to assure payment of its
obligations to WAYNE.
22. It is understood and agreed that WAYNE and the WAYNE
LOCAL UNITS will timely use any available legal means to finance
that portion of the PROJECT located in the WAYNE SYSTEM and the
obligations to DETROIT. As other costs and expenses accrue to
WAYNE from handling of the payments made by the WAYNE LOCAL UNITS,
$20611.44.1412711.04.m3c.DiT -15-
L.
or from other actions taken in connection with financing, WAYNE
shall notify said WAYNE LOCAL UNITS of the amount of such fees and
other costs and expenses, and said WAYNE LOCAL UNITS shall, within
thirty (30) days from such notification, remit to WAYNE sufficient
funds to meet such financing fees and other costs and expenses in
which WAYNE may, at its option, include bond handling costs, credit
enhancement charges and other expenses. The percentage share of
each LOCAL UNIT of such costs and other expenses in connection with
financing shall be in proportion to its debt service payments.
23. Each WAYNE LOCAL UNIT, pursuant to authorization of State
law, hereby irrevocably pledges its full faith and credit for the
prompt and timely payment of all of its obligations as expressed in
this Agreement. Pursuant to such pledge, if other funds are not
available, the WAYNE LOCAL UNIT shall be required to pay such
amounts from any of its general funds as a first budget obligation
and shall each year levy an ad valorem tax on all the taxable
property in the WAYNE LOCAL UNIT in an amount which, taking into
consideration estimated delinquencies in tax collections, will be
sufficient to pay such obligations coming due before the time of
the following year's tax collections, such annual levy, however, to
be subject to applicable charter, statutory and constitutional tax
limitations. The debt service portion of the foregoing commitment
of each WAYNE LOCAL UNIT is expressly recognized as being for the
purpose of providing funds to meet contractual obligations as set
out herein in anticipation of which the financing hereinbefore
referred to is arranged. Nothing herein contained shall be
construed to prevent any WAYNE LOCAL UNIT from using any, or any
combination of, means and methods for the purpose of providing
funds to meet its obligations under this Agreement, and if at the
time of making the annual tax levy there shall be other funds on
hand earmarked and set aside for the payment of the contractual
obligations due prior to the next tax collection period, then such
annual tax levy may be reduced by such amount.
24. Any WAYNE LOCAL UNIT may pay in advance any of the
payments required to be made by this Agreement, in which event
WAYNE shall credit the appropriate WAYNE LOCAL UNIT with such
advance payment on future-due obligations to the extent of such
advanced payment.
25. In the event any WAYNE LOCAL UNIT party hereto shall fail
for any reason to pay to WAYNE at the times specified herein the
amounts required to be paid by the provisions of this Agreement,
for Rates or for its share of the costs of the PROJECT, WAYNE shall
immediately give notice of such default and the amount thereof, in
writing, to the LOCAL UNIT Treasurer, the WAYNE Treasurer, the
State Treasurer and such other officials charged with disbursements
to such party of funds returned by the State and now or hereafter
under State law available for pledge as provided in this paragraph,
and if such default is not corrected within ten (10) days after
$204 $.44.1612711.04 -16-
such notification, the State Treasurer, or other appropriate
official charged with disbursements to the party of the aforesaid
funds, is, by these presents, specifically authorized by the party,
to the extent permitted by law, to withhold from the aforesaid
funds the maximum amount necessary to cure said default and to pay
said sums so withheld to WAYNE, to apply on the obligations of the
party as herein set forth. Any such monies so withheld and paid
shall be considered to have been paid to the party within the
meaning of the State Constitution and statutes, the purpose of this
provision being voluntarily to pledge and authorize the use of said
funds owing to the party to meet any past-due obligations of the
party due under the provision of this Agreement. In addition to
the foregoing, WAYNE shall have all other rights and remedies
provided by law to enforce the obligations of the party to make its
payments in the manner and at the times required by this Agreement,
including the right of WAYNE to direct the party to make a tax levy
or rate increase to reimburse WAYNE for any funds advanced. No
party shall take any action to reduce the right of WAYNE to receive
the aforesaid state-returned monies in the event of default.
OAKLAND shall include this same paragraph in its contracts for
financing and/or service with the OAKLAND LOCAL UNIT, and OAKLAND
hereby guarantees timely payment by the OAKLAND LOCAL UNIT of Rates
payable by it to WAYNE through OAKLAND.
26. It is specifically recognized by all WAYNE LOCAL UNITS
.that any payments required to be made by them pursuant to the terms
of paragraph 22 and paragraph 23 of this Agreement may be pledged
for and used to pay the principal and interest on bonds or other
financing by WAYNE as provided by this Agreement and authorized by
law, and said WAYNE LOCAL UNITS covenant and agree that they will
make all required payments to WAYNE promptly and at the times
specified herein without regard to whether the PROJECT is actually
completed or placed in operation.
27. The parties hereto acknowledge that the PROJECT has been
designed, the components have been sized and costs and capacities
have been allocated pursuant to uniform criteria based on
assumptions made and agreed to by all the parties prior to final
design. Concurrently with construction, local SSES have been made
by each local community to determine actual cost-effective removal
of infiltration/inflow. The LOCAL UNITS have performed or shall
perform all necessary local system improvements and rehabilitation.
Such local system improvements and rehabilitation are and shall be
sufficient to remove infiltration/inflow in conformance with the
uniform criteria or that which is cost effective to remove,
whichever rate of removal is greater.
28. SSES have been prepared for certain additional wastewater
improvements not a part of the PROJECT, described herein as
Rehabilitation Improvements, and the Rehabilitation Improvements
were constructed in order that the PROJECT be eligible for Federal
1206V44.16127VO4 .mjc.DM -17-
grants. The parties hereto whose wastewater systems are so
affected have prepared such SSES and constructed such
Rehabilitation Improvements as a part of their own wastewater
systems independently of the PROJECT, and the full cost of such
work, whether Federal grants are available therefore or not, have
been and shall be paid by such parties or contractees with such
parties, each of its own facilities only. LOCAL UNITS so obligated
have furnished and shall furnish to WAYNE such assurances of SSES
preparation, necessary construction and payment therefore as may be
required to preserve federal grant funds for the PROJECT. WAYNE
LOCAL UNITS may contract with WAYNE, by agreements separate
herefrom or supplementary hereto, for assistance by WAYNE in such
construction and the financing thereof, and the financing of such
construction may by such other agreements be made a part of Segment
2 or Segment 3 of the PROJECT. All Rehabilitation Improvements
have been and shall be constructed in accordance with requirements
of the MDNR and U.S.EPA. It is understood by the parties that
local improvements include not only sewer rehabilitation work but
also sewer relief work and the SSES work required in connection
therewith, as described in Exhibit "F." All such local
improvements have been and shall be designed and constructed
concurrent with regional facilities in accordance with time
schedules for construction of the Facilities.
29. If the actual cost of any portion of the PROJECT located
in the WAYNE SYSTEM exceeds the design, construction, legal,
administration, engineering, right-of-way, pay-back of interim
financing costs and contingency costs as actually determined by
construction bids (hereinafter, "FINAL ESTIMATED COSTS" based on
construction contract changes, whether as the result of variations
or changes made in the approved plans or otherwise, then (without
execution of any further agreement or amendment of this Agreement
or any supplemental agreement) additional WAYNE financing of the
same security (upon the adoption of an authorizing resolution
therefore by the Wayne County Commission) shall be authorized and
OAKLAND cash payments shall be made to defray such increased or
excess costs, to the extent that funds therefore are not available
from other sources; provided, however, that no such increase or
excess shall be approved and no such increase or additional WAYNE
financing shall be authorized, nor shall WAYNE enter into any
further construction contract changes for acquisition or
construction of the PROJECT or any part thereof or incur any
obligation for or pay any item of cost therefore, when the effect
thereof would be to cause any LOCAL UNIT's cost of any portion of
the PROJECT in the WAYNE SYSTEM to exceed by more than 10% the
total FINAL ESTIMATED COSTS to such LOCAL UNIT as previously
approved, unless the governing body of OAKLAND and of the affected
LOCAL UNIT shall have first adopted a resolution approving such
increase or excess and agreeing that the same (or such part thereof
as is not available from other sources) shall be defrayed by
OAKLAND cash payments and/or increased or additional WAYNE
1120611.44.161278.04.10C.DET -18 7
•
financing, both in anticipation of increased or additional payments
agreed to be .made by the affected LOCAL UNIT to WAYNE or OAKLAND in
the manner herein; provided, further, that the adoption of such
OAKLAND and LOCAL UNIT approving resolution shall not be required
prior to or as a condition precedent to the additional financing by
WAYNE, if WAYNE has previously authorized or contracted to
authorize financing to pay all or part of the cost of the PROJECT
in the WAYNE SYSTEM or has let construction bids in accordance with
plans for the PROJECT as last approved, and the additional
financing is necessary (as determined by WAYNE) to pay such
increased, additional or excess costs as are essential to
completion of the PROJECT in the WAYNE SYSTEM or any part thereof
according to the plans therefore as last approved. The parties
obligated to participate in such additional financing agree to an
increase in the amount of the total payments required in this
Agreement such as will be sufficient to pay the additional
financing.
30. Any surplus funds remaining in a PROJECT construction
fund during the course of construction of the PROJECT shall be used
to pay costs of other portions of the PROJECT, in the sole
discretion of WAYNE but with appropriate credit to the parties
hereto producing such surplus. After completion of the PROJECT and
payment of all costs thereof, any such surplus funds remaining,
after cash refund to OAKLAND, or any LOCAL UNITS which paid cash,
shall be used by WAYNE in its sole discretion for any of the
following purposes, to wit: (a) for additional improvements in the
WAYNE SYSTEM as requested by a LOCAL UNIT and approved by WAYNE, or
. (b) credited toward the next debt service payments due under any
financing arrangement, or (c) purchase of financing instruments on
the open market and appropriate credit made on the obligation of
each LOCAL UNIT.
31. The obligations and undertakings of each of the parties
to this Agreement were conditioned on the successful completion of
financing of Segment 1 of the PROJECT (not including the Pump
Station Project) within three (3) years from the date of the
Primary Contract, which was accomplished. The parties hereto
acknowledge that bonds to finance Segment 1 of the PROJECT were
issued only after receipt of a firm commitment for a federal grant
to pay the eligible costs of Segment 1 of the PROJECT (other than
the Pump Station Project).
32. All parties hereto obligated to pay costs of Segment 1 of
the Facilities, except the Cities of Dearborn Heights, Inkster and
Northville and the Township of Van Buren (the "Wayne Bond
Participants") each paid their respective shares of such costs.
Such cash payments were made available to WAYNE as the respective
shares of such parties for the Segment 1 costs, subject to the
terms of this Agreement and without the two percent (2%) added for
WAYNE's bond issuance costs, no later than March 15, 1989. Such
$2041.44.141278.0117 -19-
:0
cash payments were made to a bank or trust company under an escrow
or custodial arrangement approved by WAYNE, whereby WAYNE had the
irrevocable right to draw upon such funds to pay amounts under
Segment 1 construction contracts for the Facilities and other
Segment 1 costs of the Facilities as the same became due. WAYNE
paid such construction payments upon proper requisitions approved
by the engineers for the Facilities, and upon request of any LOCAL
UNIT, WAYNE made available to such LOCAL UNIT copies of all bills
to be paid from such funds. WAYNE agrees that all investment
income on such funds shall accrue to the party providing such funds
and also that the escrow or custodial arrangement may permit the
party providing the funds to direct the investment thereof. WAYNE
will not be responsible for and will not be required to furnish any
reports required by any party hereto in order that such party may
comply with Federal Internal Revenue Code or regulation
requirements.
33. The parties hereto acknowledge that WAYNE issued contract
bonds (the "Segment 1 Bonds") under Act 185 to finance Segment 1 of
the Facilities for the Wayne Bond Participants. The debt service
on the Segment 1 Bonds shall be the primary obligation of the Wayne
Bond Participants only, and such debt service shall be charged to
and paid by the Wayne Bond Participants in the manner, at the times
and in the shares as shown on Exhibit "H" attached hereto and made
a part hereof. The principal amount of the Segment 1 Bonds issued
to finance such costs shall be paid to the Wayne County Department
of Environment in annual principal installments, plus interest and
other expenses as hereinafter provided, on the first day of the
month immediately preceding the date of maturity of the principal
amounts of the Segment 1 Bonds, in amounts equivalent to said
annual maturities of Segment 1 Bond principal and in proportions as
provided in Exhibit "H." In addition to such principal
installments, the Wayne Bond Participants shall pay to the Wayne
County Department of Environment maturities of Segment 1 Bond
principal and in proportions as provided Department of Environment,
in the same shares and on the first day of the month immediately
preceding any interest due date on the Segment 1 Bonds, as accrued
interest on the principal amount of the Segment 1 Bonds remaining
unpaid, amounts sufficient to pay all interest due on such next
succeeding interest payment date. From time to time as WAYNE is
billed by registrar/transfer/paying agents for their services or by
trustee or escrow agents or for letter of credit charges or any
other recurring financing charges, or as any other costs or
expenses accrue to WAYNE from the financing of the Facilities or
the handling of debt service payments made, or for any other
actions taken in connection with the Segment 1 Bonds, the Wayne
County Department of Environment shall notify the Wayne Bond
Participants of the amount of such fees, costs and expenses, and
the Wayne Bond Participants shall, within thirty (30) days from
such notification remit to said Department sufficient funds to meet
such fees, costs and expenses, in the same shares as debt service
12048.44 .141271.04 .1 -20-
payments are proportioned.
34. The Segment 1 Bonds were sold to the MMBA pursuant to Act
227, Public Acts of Michigan 1985, as amended, Act 202, Public Acts
of Michigan, 1943, as amended and other applicable statutory
provisions.
35. All parties hereto shall, to the extent permitted bylaw,
take or avoid taking all actions within the control of each
necessary to maintain the exemption of the interest on the Segment
1 Bonds from general Federal income taxation (as opposed to any
alternative minimum or other indirect taxation) under the Code
including, but not limited to, actions relating to any required
rebate of arbitrage earnings and the expenditure and investment of
Segment 1 Bond proceeds and monies deemed to be Segment 1 Bond
proceeds and actions or avoidances called for in any relevant non-
arbitrage documents. Further, all parties hereto shall, severally
and not jointly, hold WAYNE harmless from any loss or liability in
anyway related to federal arbitrage requirements, whether relative
to the Segment 1 Bonds or to any bonds issued by any party hereto
itself.
36. (a) All parties hereto obligated to pay costs of Segment
2 of the Facilities have indicated to WAYNE that they will each pay
in cash their respective shares of such costs, as provided in this
Agreement. In addition, there shall be included in Segment 2 a
portion of the local improvements in the City of Dearborn Heights,
as described in Exhibit "G" attached hereto and made a part hereof.
Such cash payments were made available to WAYNE as the respective
shares of such parties for the Segment 2 costs, plus in the case of
the City of Dearborn Heights, the local share costs of the local
improvements included in Segment 2 as specified above, subject to
the terms of this Agreement and without the two percent (2%) added
for WAYNE's bond issuance costs, no later than March 15, 1990.
Such cash payments were made to Comerica Bank under custodial
arrangements similar to those approved in connection with Segment
1 financing, as appropriately adjusted to apply to Segment 2 as
well.
(b) All parties hereto which have issued own bonds to
pay their Segment 2 costs shall, severally and not jointly, hold
WAYNE harmless from any loss or liability in any way related to
federal arbitrage requirements.
37. All parties hereto obligated to pay costs of the regional
portion of Segment 3 of the Facilities as set forth and described
in Exhibit "E" attached hereto, have paid in cash their respective
shares of such costs as provided in this Agreement. Such cash
payments were made available to WAYNE as the respective shares of
such .parties for the local cost of NHV/RV Segment 3 no later than
November 1, 1990. Such cash payment were made to Comerica Bank
82068.44.1612711.04.mjc.DIT -21-
under custodial arrangements Aimilar to those approved in
connection with Segment 1 financing, Each LOCAL UNIT has also
secured and shall also secure the necessary funds to finance the
local share of the sewer rehabilitation and local sewer improvement
projects to be undertaken. Such funds have been retained under the
control of the LOCAL UNIT of government for purposes of making
payments for construction and engineering services associated with
the Facilities. WAYNE has not served as the custodian of the local
funds needed to finance these local rehabilitation and sewer
improvement projects, but WAYNE has assisted the local units in the
preparation and submittal of progress payment forms to U.S.EPA
throughout the life of such projects. All parties hereto which
have issued their own bonds to pay their Segment 3 costs shall,
severally and not jointly, hold WAYNE harmless from any loss or
liability in any way related to federal arbitrage requirements.
38. Unless otherwise agreed upon in writing by WAYNE and
OAKLAND or a WAYNE LOCAL UNIT, the Pump Station Project shall be
financed from principal and interest in the Custodial Accounts, to
the extent available. Unless otherwise agreed upon in writing by
WAYNE and OAKLAND or a WAYNE LOCAL UNIT, the Custodial Agreements
are hereby amended so that any reference in Section 6 therein to
"Segment 1 of the Facilities" shall be deemed to include the Pump
Station Project. The amounts -estimated to be available in the
Custodial Accounts of OAKLAND and each WAYNE LOCAL UNIT to finance
the Pump Station Project are set forth in Exhibit "J" hereto.
39. To the extent OAKLAND or any WAYNE LOCAL UNIT has •
insufficient funds in its Custodial Account to pay its allocable
share of the Pump Station Project or has made a separate written
agreement. with WAYNE with respect to its Custodial Account as
provided in Section 38 hereof, OAKLAND or such WAYNE LOCAL UNIT
shall inform the Director of the Wayne County Department of
Environment, no later than July 15, 1997, as to whether it shall
pay its allocable share of the Pump Station Project by payment to
the COUNTY in cash (which may come from the proceeds of bonds other
than those described in Section 41 hereof) as provided in this
paragraph 39 or by borrowing the funds needed through the COUNTY'S
issuance of the Pump Station Bonds, as hereinafter provided. In
the event OAKLAND or a WAYNE LOCAL UNIT elects to pay the COUNTY in
cash for its allocable share of the Pump Station Project not
available in OAKLAND's or such WAYNE LOCAL UNIT's Custodial
Account, OAKLAND or such WAYNE LOCAL UNIT shall provide one-half of
such amount to the COUNTY, in immediately available funds, no later
than September 8, 1997 and the remaining one-half of such amount to
the COUNTY, in immediately available funds, no later than January
12, 1998.
40. In order to finance the costs of the Pump Station Project
not expected to be paid for by funds available in the Custodial
Accounts or by cash contributions as provided in paragraph 39
hereof, including payment of engineering, legal and financing
82068.44.161278.04 mjc.DET
-22-
expenses, WAYNE, OAKLAND and the WAYNE LOCAL UNITS agree to finance
the costs of the Pump Station Project by the issuance by WAYNE of
one or more series of bonds under Act 185, captioned WAYNE COUNTY
NORTH HURON - ROUGE VALLEY WASTEWATER CONTROL SYSTEM BONDS, 1997
SERIES - (LIMITED TAX GENERAL OBLIGATION), with such other year
and/or series designations as the County's Chief Executive Officer
("CEO") shall determine (the "Pump Station Bonds") in an aggregate
principal amount of not to exceed $2,500,000, including capitalized
interest. The Pump Station Bonds shall be issued through the
Michigan Water Pollution Control Revolving Fund program
administered by the MMBA and MDNR to the extent practicable, as the
CEO shall determine, or otherwise in such manner as the CEO shall
determine.
41. The costs of the Pump Station Project to be financed by
the issuance of the Pump Station Bonds shall be the primary
obligation of OAKLAND and the WAYNE LOCAL UNITS based upon the
allocable share of each of OAKLAND or a WAYNE LOCAL UNIT which
elects to borrow through WAYNE (each of OAKLAND or such WAYNE LOCAL
UNIT, an "APPLICABLE LOCAL UNIT") to pay its share of the Pump
Station Project not payable from its Custodial Account or in cash
as provided herein, and debt service for the Pump Station Bonds
shall be charged to and paid entirely by the APPLICABLE LOCAL
UNITS.
The principal amount of Pump Station Bonds shall be paid by
the APPLICABLE LOCAL UNITS to WAYNE in annual principal
installments, plus interest and other expenses as hereinafter
provided, on the first day of the month immediately preceding the
date of maturity of said principal amounts of the Pump Station
Bonds, in amounts equivalent to said annual maturities of Pump
Station Bonds principal as shall be provided by WAYNE to the
APPLICABLE LOCAL UNITS. In addition to such principal
installments, the APPLICABLE LOCAL UNITS will pay to WAYNE on the
first day of the month immediately preceding any interest due date
on the Pump Station Bonds, as accrued interest on the principal
amount of Pump Station Bonds remaining unpaid, amounts sufficient
to pay all interest due thereon on such next succeeding interest
payment date. Such principal and interest payments shall be
immediately transferred by WAYNE to the debt retirement fund
established by WAYNE's resolution authorizing the Pump Station
Bonds and any interest earnings thereon shall accrue to the benefit
of the APPLICABLE LOCAL UNITS in the same proportions as their
share of the Pump Station Bonds.
Principal installments of the Pump Station Bonds shall be
payable on April 1 or October 1 or such other date as the CEO and
MMBA or other purchaser thereof shall determine. If the Pump
Station Bonds are sold through the SRF, interest on the Pump
Station Bonds (plus additional interest, if any, required by the
MMBA, to the extent permitted by law) will be payable semi-annually
82068.44 161278.04.mjc.DET
-23-
'
on April 1 and October 1 of each year, commencing on the April 1 or
October 1 immediately following the first draw down of proceeds of
the Pump Station Bonds by WAYNE. If the Pump Station Bonds are
sold other than through the SRF, interest on the Pump Station Bonds
will be payable semi-annually on such dates as the CEO shall
determine.
The principal installments of the Pump Station Bonds may be
reduced in amount and/or the maturity length of the issue may be
shortened in accordance with the MDNR Order of Approval and/or the
Purchase Contract(s) with the MMBA or other purchaser thereof. The
Pump Station Bonds or principal installments thereof will be
subject to prepayment prior to maturity, only as may be agreed upon
with the MMBA or other purchaser thereof.
From time to time as WAYNE is billed by any
registrar/transfer/paying agent for its services, or as any other
recurring financing charges or any other costs or expenses accrue
to WAYNE from the financing of the Pump Station Project or the
handling of debt service payments made, or for any other actions
taken in connection with the Pump Station Project, which are not
payable from the proceeds of the Pump Station Bonds, the CEO acting
as WAYNE's Department of Environment, shall notify the APPLICABLE
LOCAL UNITS of the amounts of such fees, costs and expenses, and
the APPLICABLE LOCAL UNITS shall, within thirty (30) days from such
notification, remit to said Department sufficient funds to meet
such fees, costs and expenses, based upon each APPLICABLE LOCAL
UNIT's allocable share of the Pump Station Bonds. All payments .
from the APPLICABLE LOCAL UNITS to WAYNE payable under this
paragraph 41 collectively referred to as "Contractual Payments."
42. Pursuant to the authority granted in Act 185, each
APPLICABLE LOCAL UNIT hereby pledges its full faith and credit for
the prompt and timely payment of the Contractual Payments payable
by such APPLICABLE LOCAL UNIT, which shall be the primary source of
payment for the Pump Station Bonds. Each APPLICABLE LOCAL UNIT
hereby agrees to levy ad valorem taxes annually for the purpose of
paying its Contractual Payments, subject to such APPLICABLE LOCAL
UNIT'S charter, statutory and constitutional tax limitations, if
funds fokr such purpose are not available from other sources. It is
understood by the parties that WAYNE intends to pledge its limited
tax full faith and credit as secondary security for the Pump
Station Bonds, upon appropriate vote of its Commission.
43. In the event the Pump Station Bonds are sold through the
SRF, each APPLICABLE LOCAL UNIT hereby covenants as follows:
A. Each APPLICABLE LOCAL UNIT covenants and agrees that
such APPLICABLE LOCAL UNIT' s obligations to make such payments
hereunder and to certify, levy and collect appropriate taxes
as required hereunder, as obligations incurred with the MMBA
82068.44.161278.04.61'6.0E7 -24-
under Section 17A of Act 140, Public Acts of Michigan, 1971,
as amended (the "State Revenue Sharing Act"), may be enforced
by the MMBA as provided in Act 185 and all applicable State
law. Each APPLICABLE LOCAL UNIT covenants and agrees that it
will, if required, enter into a Revenue Sharing Pledge
Agreement with the MMBA in MMBA's standard form, with such
changes as such APPLICABLE LOCAL UNIT, WAYNE and MMBA deem
appropriate, pursuant to Section 17A of the State Revenue
Sharing Act. Such Revenue Sharing Pledge Agreement shall
authorize the State Treasurer to transmit the revenue sharing
monies assigned and pledged therein directly to the MMBA or
its designee, if payments on the Pump Station Bonds as
required are not made by such APPLICABLE LOCAL UNIT prior to
their due date.
B. Each APPLICABLE LOCAL UNIT further covenants and
agrees to take or abstain from taking such other action and/or
execute and supply such other documents or certifications or
information as may be required by the MMBA, including
specifically the Supplemental Agreement, Issuer's Certificate
and Purchase Contract provided by the MMBA, in MMBA's standard
forms, with such changes as WAYNE and such APPLICABLE LOCAL
UNIT deem necessary or appropriate and are agreeable to MMBA.
C. WAYNE and the CEO are further authorized to make
such changes in the terms of this Agreement and the financing
plan for the Pump Station Project as may be required by the
MMBA and do not materially affect the obligations of such
APPLICABLE LOCAL UNIT hereunder, upon notification to and
consultation with such APPLICABLE LOCAL UNIT.
44. If for any reason construction and all related costs of
the Pump Station Project exceed the amounts thereof to be financed
as set out herein, or if such amounts to be financed are reduced
and excess costs remain unfinanced, OAKLAND and each of the WAYNE
LOCAL UNITS shall pay any such excess costs unfinanced to WAYNE, in
accordance with the allocable share of the Pump Station Project as
set forth in Exhibit "J" hereto of each of OAKLAND and the WAYNE
LOCAL UNITS, as and when requested by WAYNE, it being understood
that all such costs, whether or not financed, shall be paid by
OAKLAND and the WAYNE LOCAL UNITS. In the event WAYNE determines
that it is most expedient to finance costs of the Pump Station
Project not paid for by monies in the Custodial Accounts, cash, the
proceeds of the Pump Station Bonds, grants received by WAYNE,
OAKLAND or the WAYNE LOCAL UNITS or other available sources, WAYNE
may issue bonds under Act 185, to complete the financing of the
Pump Station Project, subject to consultation and approval of
OAKLAND and the WAYNE LOCAL UNITS, and the terms of this Agreement
may be applicable to such bonds without the necessity for further
action by OAKLAND or the WAYNE LOCAL UNITS.
12068.44.161278.04.m)c.DET -25-
45. In the event any of OAKLAND or any WAYNE LOCAL UNIT party
hereto shall fail for any reason to pay to WAYNE at the times
specified herein the amounts required to be paid by the provisions
of this Agreement, for its share of the costs of the Pump Station
Project, WAYNE shall immediately give notice of such default and
the amount thereof, in writing, to OAKLAND's or the WAYNE LOCAL
UNIT's Treasurer, as applicable, the WAYNE Treasurer, the State
Treasurer and such other officials charged with disbursements to
such party of funds returned by the State and now or hereafter
under State law available for pledge as provided in this paragraph,
and if such default is not corrected within ten (10) days after
such notification, (i) WAYNE, by these presents, is specifically
authorized by the party, to retain to the extent of any payment
owed by such party to WAYNE hereunder, any funds of OAKLAND or such
WAYNE LOCAL UNIT held by WAYNE for any reason, free and clear of
any restrictions governing use of such funds, except as prohibited
by law and (ii) the State Treasurer, or other appropriate official
charged with disbursements to the party of the aforesaid funds
returned by the State is, by these presents, specifically
authorized by the party, to the extent permitted by law, to
withhold from the aforesaid funds the maximum amount necessary to
cure said default and to pay said sums so withheld to WAYNE, to
apply on the obligations of the party as herein set forth. Any
such monies so withheld and paid shall be considered to have been
paid to the party within the meaning of the State Constitution and
statutes, the purpose of this provision being voluntarily to pledge
and authorize the use of said funds owing to the party to meet any
past-due obligations of the party due under the provision of this
Agreement. In addition to the foregoing, WAYNE shall have all
other rights and remedies provided by law to enforce the
obligations of the party to make its payments in the manner and at
the times required by this Agreement, including the right of WAYNE
to direct the party to make a tax levy or rate increase to
reimburse WAYNE for any funds advanced. No party shall take any
action to reduce the right of WAYNE to receive the aforesaid monies
held by WAYNE or state-returned monies in the event of default.
46. The parties hereto shall, to the extent permitted bylaw,
take or avoid taking all actions within the control of each
necessary to maintain the exemption of the interest on the Pump
Station Bonds from general Federal income taxation under the Code,
including, but not limited to, actions relating to any required
rebate of arbitrage earnings and the expenditure and investment of
Pump Station Bond proceeds and monies deemed to be Pump Station
Bond proceeds and actions or avoidance called for in any relevant
non-arbitrage documents. Further, OAKLAND and the WAYNE LOCAL
UNITS shall hold WAYNE harmless from any loss or liability in any
way related to Federal arbitrage requirements relative to the Pump
Station Bonds.
47. OAKLAND and the LOCAL UNITS hereby authorize their
82068.44.161278.04.m3C.OST -26-
respective mayors, clerks, chief executive officers, supervisors,
treasurers and any other designated employees or any of them to
execute any documents or enter into any contracts, leases or other
agreements or take any action necessary or advisable, on behalf of
OAKLAND and the LOCAL UNITS, respectively, in order to effectuate
the purposes of this Agreement, including but not limited to MMBA
or MDNR documents or other documents required by MDNR, MMBA or any
other purchaser of the Segment 1 Bonds or the Pump Station Bonds.
48. In the event that WAYNE engages in legal action against
any parties with respect to the recovery of environmental clean-up
costs and fees under the Michigan Environmental Response Act, Act
307, Public Acts of Michigan, 1982, as amended, with respect to the
construction and operation of the Pump Station Project, OAKLAND and
the LOCAL UNITS hereby pledge to join in such suit as co-
plaintiffs. WAYNE, OAKLAND and the LOCAL UNITS agree to distribute
the recovery of any such legal action pro rata, on such basis as
shall be determined prior to the parties' entering into such legal
action.
49. It is acknowledged and agreed between the parties hereto
that the construction and financing of the Facilities is a
segmented project, with construction to be completed over a period
of years and financing to be accomplished by various bond issues
and/or cash payments. The Segment 1 Bonds and the Pump Station
.Bonds and cash payments approved and authorized in this Agreement,
including, without limitation, monies in the Custodial Accounts,
are estimated to be sufficient to pay the local share cost of
Segments. 1, 2 and 3 of the Facilities and the Pump Station Project.
All parties hereto shall participate, in accordance with the
applicable allocations of cost as set forth in the Exhibits, in the
payment for the construction of the Facilities, until the
Facilities are completed. Consequently, it is possible that
additional amendments to this Agreement will be required of all
parties hereto, as construction and financing of the Facilities are
completed. In the event that any party refuses to pay, either in
cash or through payments of debt service to retire a bond issue,
its share of the total cost of construction of the Facilities, then
WAYNE may incorporate such refusing party's allocated costs into
the Rates for such refusing party as a debt service charge, and no
other party hereto shall pay such costs. With respect to its
direct participation in the Facilities, WAYNE shall have the same
rights and obligations as any LOCAL UNIT hereunder, and WAYNE
hereby so commits to such obligations.
50. The parties hereto each recognize that the holders from
time to time of financing instruments issued by WAYNE and OAKLAND
to finance costs of the PROJECT will have contractual rights in
this Agreement, and it is, therefore, covenanted and agreed by each
of them that so long as any of said financing instruments shall
remain outstanding and unpaid, the provisions of this Agreement
22041.44.16127/1.04.mic.DST -27-
• it
shall not be subject to any alteration or revision which would in
any manner materially affect either the security thereof or the
prompt payment of principal or interest. The right to make changes
in this Agreement by amendment, supplemental contract, or
otherwise, is nevertheless reserved insofar as the same do not have
such adverse effect and as provided in paragraph 11 hereof. The
parties hereto further covenant and agree that they will each
comply with their respective duties and obligations under the terms
of this Agreement promptly at the times and in the manner herein
set forth, and will not suffer to be done any act which would in
any way impair the said duties or obligations or any financing
based thereon. It is hereby declared that the terms of this
Agreement, insofar as they pertain to the security of any
financing, shall be deemed to be for the benefit of the holders of
any financing instruments.
51. No change in the jurisdiction over territory in any WAYNE
LOCAL UNIT shall in any manner impair the obligations of this
Agreement. In the event all or any part of the territory of a
WAYNE LOCAL UNIT is incorporated as a new city or is annexed to or
becomes a part of the territory of another WAYNE LOCAL UNIT or
another public corporation, the WAYNE LOCAL UNIT or public
corporation into which such territory is incorporated or to which
such territory is annexed, shall assume the proper proportionate
share of the contractual obligations and rights in the WAYNE SYSTEM
of the WAYNE LOCAL UNIT from which territory is taken and such a
public 'corporation shall become a WAYNE LOCAL UNIT in this
Agreement, based upon a division determined by WAYNE which shall
make such determination after taking into consideration all factors
necessary to make the division equitable, and in addition shall,
prior to such determination, receive a written recommendation as to
proper division from a committee composed of one representative
designated by the governing body of the WAYNE LOCAL UNIT from which
the territory is taken, one designated by the governing body of the
new public corporation or the WAYNE LOCAL UNIT or public
corporation annexing such territory, and one appointed by WAYNE.
Each WAYNE LOCAL UNIT or public corporation shall appoint its
representative within fifteen (15) days after being notified to do
so by WAYNE and within a like time WAYNE shall appoint the third
member. If either the WAYNE LOCAL UNIT or the public corporation
shall fail to appoint its representative within the time above
provided, then WAYNE may proceed without such recommendation. If
the Committee shall not make its recommendation within forty-five
(45) days after its appointment or within any extension thereof by
WAYNE, then WAYNE may proceed without such recommendation. OAKLAND
shall make similar provisions with respect to the OAKLAND LOCAL
UNIT.
52. This Agreement shall remain in full force and effect
until November 30, 2027 (a period of forty (40) years from the date
of the Primary Contract) and may be extended by further agreement
112044.44.141278.04.01C.00T -28-
1 •
of all or some of the parties hereto. In any event, the
obligations of the LOCAL UNITS to make payments required by any
financing pursuant to this Agreement shall be terminated at such
time as all the financing is paid in full, together with any
deficiency or penalty thereon, but obligations to pay or service
pursuant to this Agreement shall continue for the full term hereof
or as extended.
53. WAYNE and OAKLAND will require or procure from the
contractors undertaking the actual construction of the PROJECT
insurance protecting all parties hereto from liability in
connection with such construction. The cost of such insurance
shall be considered to be a part of the cost of the PROJECT.
54. This Agreement shall inure to the benefit of and be
binding upon the respective parties hereto, their successors and
assigns.
55. Nothing herein shall affect the existing rights or
obligations of any other party or municipality already acquired or
established by reason of any pre-existing contract.
56. Notwithstanding any provisions of this Agreement to the
contrary, each party hereto pledges irrevocably its full faith and
credit for the prompt and timely payment of only its own individual
primary obligations as expressed herein, except that WAYNE's pledge
of its limited tax full faith and credit as secondary security for
bonds issued pursuant to this Agreement, upon appropriate vote of
its commission, may be given.
57. The Agreement contains provisions for the administration,
management and supervision by WAYNE of the construction, operation
and maintenance of certain local improvements consisting of sewer
rehabilitation and relief work which have been performed and which
are to be performed on internal sewer collector systems owned by
some of the LOCAL UNITS and financed in part from federal grant
funds. It is agreed by the parties hereto that such work may be
performed in accordance with such provisions, or the affected LOCAL
UNITS may contract with WAYNE, subject to the approval of U.S.EPA
and MDNR, for broader local participation in such administration,
management and supervision.
58. The provisions of the Primary Contract and the amendments
and Exhibits thereto, as amended hereby, are hereby ratified and
confirmed, it being the parties' intent that their full agreement
as to the financing, construction and operation of the Facilities
shall be embodied in this Agreement, unless and until further
supplemented or amended by further written agreement between the
parties.
59. This Agreement shall become effective upon approval by
82011V44.161VVOCEde.MT -29-
the legislative body of WAYNE, OAKLAND and each LOCAL UNIT and when
duly executed by the appropriate officer of officers of each LOCAL
UNIT, WAYNE and OAKLAND. This Agreement may be executed in several
counterparts. It is the understanding of all parties hereto that
all exhibits hereto may be changed to the extent necessary, and as
changed attached hereto to carry out the provisions hereof.
60. The parties hereto do hereby authorize their respective
chief executive officers, mayors, supervisors, clerks, treasurers
and or other officials, agents or employees to execute any
documents necessary to implement this Agreement and/or any
amendments hereto, including but not limited to escrow or custodial
agreements, MMBA documents or other required documents and to take
all actions necessary or desirable to implement this Agreement.
61. This Agreement may be executed in counterparts, and such
counterparts shall be deemed to be one and the same document.
[END OF PAGE]
12044.44.141274.04 .W.C= -30-
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed as of the date and year first above
written.
COUNTY OF WAYNE
By:
Edward H. McNamara
Its: Chief Executive Officer
LOCAL UNIT/OAKLAND COUNTY
By:
Its:
And By:
Its:
42042.44 .14127 DIT -31-
milemmum• PLANNING AREA BOUNDARY coo/menet LAM
a,
0 I 2 3 • $
SKIS
Not in Service Area:
Wolverine Lake
Walled Lake
Commerce Twp.
Wixom
Canton Twp.
Plymouth Twp.
Northville Twp.
Service Area
Novi
Northville
Plymouth
Van Buren
Wayne
We
Redford Twp.
ONE*
includes:
Inkster
Garden City
Dearborn Hghts.
Twp. Romulus
Livonia
NORTH HURON VALLEY- ROUGE VALLEY
JOINT SERVICE AREA
cow tnct
T WP.
iw IWO LA OE
1000k011010Mem2
4462
a I
4.71 E
(
g., 9,
X
0 n
64 4/46‘
3
2 2 1
1
1 4.4.44etra‘
3 A0 i
..i0.0
I 1
I
Lys
1s-e-t-•444
• mOI T'itiVi
gogrigsvskAt
Tyy-- PlylgOkiTeg
• 1116P•
V.
TO
MINT
U1Sit
et
4G
04
32 T WOI T
C•goT0. TrP.
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11,
........„9„ WWI
• Sil 64+••444-1•1•111
v • as SURE MI
T w •
ta.N. us Ta LOW
a in
416.4.%44.401,
(\,-)
LJ 008 T
• I •
EXHIBIT B
EXISTING SUSTAINED INTERCEPTOR CAPACITY OF
JOINT NORTH HURON VALLEY - ROUGE VALLEY COMMUNITIES
IN EXISTING ROUGE VALLEY SEWAGE DISPOSAL SYSTEM
Joint NHV/RV Existing Sustained
Community Capacity (cfs)
Novi 4.00
Northville 3.60
Northville Township 2.60
Plymouth 4.80
Plymouth Township 9.60
Canton Township 14.37
Van Buren Township 3.20
Livonia 77.94
Redford Township 39.00
Westland 62.90
Inkster 19.47
Garden City 24.40
Dearborn Heights 24.23
Wayne 16.20
Romulus 3.60
Wayne County Institutions 11.41
Wayne County _Lag
Total . 324.50 cfs
Notes:
Sustained capacity is the community's peak right-to-deliver
discharge rate on a long-term, continuous basis at any time.
62061.44.161276.04ABICAM
EXHIBIT C
MAXIMUM ALLOWABLE RATES OF DELIVERY OF YEAR 2025 PEAK WASTEWATER FLOWS
NORTH HURON VALLEY - ROUGE VALLEY WASTEWATER CONTROL SYSTEM
JOINT
NHV-RV
COMMUNITY
EXISTING
SUSTAINED
CAPACITY
(cfs)
ADDITIONAL
SUSTAINED
CAPACITY
tcfs)_
ADDITIONAL
WET WEATHER
CAPACITY
Acfsl
TOTAL
ADDITIONAL
CAPACITY
(cfs)
TOTAL
COMMUNITY
CAPACITY
(Cfs)
Novi 4.00
Northville 3.60
Northville Twp. 2.60
Plymouth 4.80
Plymouth Twp. 9.60
Canton Twp. 14.37
Van Buren Twp. 3.20
Livonia 77.94
Redford Twp. 39.00
Westland 62.90
Inkster 19.47
Garden City 24.40
Dearborn Hgts. 24.23
Wayne 16.20
Romulus 3.60
Institutions 11.41
Wayne County 3.18
TOTALS 324.50
15.40
1.10
0.00
0.00
0.00
0.00
1.65
7.82
7.19
4.69
1.97
0.00
11.28
3.21
0.00
0.00
0.00
54.31
1.08 16.48
2.91 4.01
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.15 1.80
20.76 28.58
6.70 13.89
12.45 17.14
5.22 7.19
0.00 0.00
29.96 41.24
8.51 11.72
0.00 0.00
0.00 0.00
0.00 0.00
87.74 • 142.05
20.48
7.61
2.60
4.80
9.60
14.37
5.00
106.52
52.89
80.04
26.66
24.40
65.47
27.92
3.60
11.41
3.18
466.55
12041.44.14127 1:01ri C-3.
r n11
EXHIBIT D
COMMUNITY ALLOCATION OF LOCAL SHARE BY PERCENTAGE
NORTH HURON VALLEY - ROUGE VALLEY WASTEWATER CONTROL SYSTEM
Community
Dearborn Heights
Garden City
Inkster
Livonia
Northville
Novi
Plymouth
Redford Township
Romulus
Van Buren Township
Wayne
Westland
Total
Notes:
Percentage
19.91
0.00
2.13
18.67
3.86
31.08
0.00
7.88
0.00
2.60
5.25
8.62
100.00%
1. Percentage allocation derived on an
construction cost of $54.8 million.
estimated
2. Percentage allocation assumes all elements of
components of the project are grant eligible.
the nine
1120101.44A02711034.0cAM D-1
• 1 e
EXHIBIT E
PROJECT DESCRIPTION
NORTH HURON VALLEY - ROUGE VALLEY
WASTEWATER CONTROL SYSTEM
The North Huron Valley - Rouge Valley Wastewater Control System
Project consists of the construction of interceptor transport
facilities arranged in eight components. Based upon available
grant funding for construction, the components were arranged into
three segments for construction. The segments are shown on Exhibit
A attached hereto.
SEGMENT 1 (FY 1987 FUNDS)
1. Component 1 - Master Control Interceptor
The interceptor commences at a connection to the existing
Detroit Northwest Interceptor in the neighborhood of Ford Road
and Southfield, thence parallel to Ford Road and terminates
approximately 500 feet west of the existing Master Control
structure, located west of Evergreen and Ford Roads on the
RVIS.
2. Component 2 - Middle Rouge Interceptor from Master Control to
Telegraph.
The interceptor commences at the terminus of Component 1,
parallels the existing RVIS and terminates at the existing
Redford Arm Interceptor connection to the RVIS at Telegraph
Road.
3. Component 3 - Middle Rouge Interceptor from Telegraph to
Inkster.
The interceptor commences at the terminus of Component 2,
parallels the existing RVIS and terminates at the existing
Inkster Arm Interceptor connection to the existing RVIS at
Inkster Road.
4. Component 4A - Middle Rouge Interceptor from Inkster to
Merriman.
The interceptor commences at the terminus of Component 3,
parallels the existing RVIS and terminates at Merriman Road.
5. Component 8 - Detroit Improvements.
8A. Evergreen - Farmington Permanent Connection
l2063.44.161278.01.mjc.DET E-1
• n
The interceptor commences with a connection to the existing
First Hamilton Interceptor at Seven Mile and San Juan thence
north in San Juan, thence west in Outer Drive, thence west in
Vassar Drive, thence northwest in James Couzens, thence west
in St. Martins, thence north in Oakfield and terminating at a
connection to the existing interceptor in Eight Mile Road.
8B. Diversion Structure
The diversion structure, located at Fourth and Myrtle, will
interconnect the existing First Hamilton Interceptor to the
existing North Interceptor - East Arm.
8C. Control Gate Modification
A control gate on the Detroit River Interceptor will be
modified to complete the Evergreen-Farmington flow shifting.
SEGMENT 2 (FY 1988 FUNDS)
1. Component 5a - Middle Rouge Interceptor from Farmington to
Newburg Road.
The interceptor commences at Farmington Road, parallels the
exiting RVIS along the Middle Rouge River and terminates at
Newburg Road.
2. Component 5b - Middle Rouge Interceptor from Newburg Road to
Hannan Road (Extended) •
The interceptor commences at Newburg Road parallels the
existing RVIS along the Middle Rouge River and terminates at
Hannan Road (Extended).
3. Component 5C - Middle Rouge Interceptor from Hannan Road
(Extended) to Haggerty Road.
The interceptor commences at Hannan Road (Extended),
parallels the existing RVIS along the Middle Rouge River
and terminates at Haggerty Road.
4. Component 6 - North Arm - Wayne County
The interceptor commences at Haggerty Road, thence north and
west along E. N. Hines Drive and terminates 200 feet east of
the intersection of Wilcox Road and E. N. Hines Drive in
Plymouth Township.
82048.44.161278. E-2
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SEGMENT 3 (FY 1989 FUNDS)
1. Component 7 - Inkster Arm Storage
A 2.2 million gallon underground storage facility is located
southwest of the intersection of Five Mile and Inkster Roads.
2. Component 9 - Van Born & Michigan Avenue Interceptor
The interceptor commences at the intersection of Van Born and
Hannan Road running parallel to Van Born Road easterly for
3,950 feet. Then the interceptor runs northerly to the Lower
Rouge Interceptor approximately 1,420 feet west of the C&O
Railroad.
3. Component 1b -Wayne County Meter and Regulator Rehabilitation
Installation of flow meters and various regulator
rehabilitation through NHV/RV System.
820411.44.11$12711.04 AdcAM E--3
,
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EXHIBIT F
ANTICIPATED SEWER SYSTEM EVALUATION STUDIES
Community
Dearborn Heights
Garden City
Inkster
Livonia
District (s)
2, 3, 20
1, 10, 15
SC2, SC4/5
1/13, 2, 3,
8, 11, 12,
16, 18, 19,
4/6, 7,
14, 15,
unmetered
Redford Township 1, 2, 5, 6,
12, 13, 15
7, 8, 11,
Romulus
Van Buren Township
Wayne
Westland
.Wayne County
13
26
1, 2, 3, 6, 8, 11
12/20, 36, 41
RV Interceptor
$20611.44.1412711.04.10cAAT F-1
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EXHIBIT G
A new relief sewer commencing at Beech Daly Road and the
Middle Rouge Interceptor and proceeding south on Beech Daly Road to
Wilson Avenue, thence west on Wilson Avenue to Amboy Road, and a
sewer on John Daly Road from Wilson Avenue to a point approximately
1900 feet south.
$2041.44.141278.04. G-1
2temst
Amount Rite Year
EXHIBIT H
NORTH HURON VALLEY-ROUGE WASTEWATER CONTROL SYSTEM - SEGMENT 1 BONDS
City of
Dearborn City of City of Township of
Heights Inkster Northville Van Buren Total
69.86%
Percentage of
Project Cost
and Annual
Debt Service 7.48% 13.56% 9.10% 100.00
BOND DETAILS
Dated Date: March 23, 1989
Principal Amount: $7,675,000
Principal Due: May 1st Annually
Interest
Maturities: Year Amount Rate
1990 $150,000 6.70% 2000 $350,000 7.20%
1991 175,000 6.75 2001 400,000 7.50 1992 175,000 6.80 2002 425,000 7.50 1993 200,000 6.85 2003 475,000 7.50 1994 225,000 6.90 2004 500,000 7.50 1995 225,000 6.95 2005 550,000 7.50
1996 250,000 7.00 2006 600,000 7.50
1997 275,000 7.05 2007 650,000 7.50 1998 325,000 ' 7.10 2008 675,000 7.50
1999 325,000 7.15 2009 725,000 7.50
Optional Redemption Provisions:
Redemption Period Redemption
(Both Dates Inclusive) Price
November 1, 1998 to October 31, 1999 102%
November 1, 1999 to October 31, 2000 101.5%
November 1, 2000 to October 31, 2001 10111
November 1, 2001 to October 31, 2002 100.5%
November 1, 2002 and thereafter 100%
820411.44.141274.04.0c.DIT
H-1
• 1 •
EXHIBIT I
DESCRIPTION OF THE PUMP STATION PROJECT
This Project consists of construction of a 110,000 gpm pump station
complete with all electrical, controls, mechanical and equipment
including furnishing and installing vertical lift mixed flow
sewerage and dewatering pumps, ventilation equipment, overhead
crane system, emergency generator, structures, and related work.
Site work consists of landscaping, access road, parking lot, site
grading, fencing, and related work. Also included is the
abandonment of the existing master control and Rouge Valley
Interceptor Emergency Overflow Structures
The Project is located in Dearborn Heights on the east side of
Hines Drive, immediately north of Ford Road, within the Wayne
County Middle Rouge Parkway.
82048.44.1112711.04.mjc.DST I-1
198,927.87 198,927.87 0.00
401,681.28 337,351.70 64,329.58
659,522.41 520,161.87 139,360.54
$7,651,072.00 $5,751,055.65 $1,194,095.28
EXHIBIT J
FINANCING OF THE PUMP STATION PROJECT
Local
Unit
Dearborn
Heights
Inkster
Livonia
Northville
Oakland Co.
(Novi)
Redford Twp.
Van Buren
Twp.
Wayne
Westland
Total
Percent of
Cost of
Pump Station
Project
19.91%
2.13
18.67
3.86
31.08
7.88
2.60
5.25
8.62
100.00%
Allocable
Share of
Cost of
Pump
Station
Project
$1,523,328.44
162,967.83
1,428,455.14
295,331.38
2,377,953.18
602,904.47
Available
Unencumbered
Principal
and Interest
in Custodial
Account as of
May 31, 1997
$1,523,328.44
146,780.40
1,021,936.19
242,411.15
1,965,472.48
500,607.62
Approximate
Cost of
Pump Station
Project to
be Financed
0.00
16,187.43
406,518.95
52,920.70
412,480.70
102,296.85
22061.44.161278.04.1 J-1
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• I NI, ly
FISCAL NOTE (Misc. #97167) August 14, 1997
BY: FINANCE AND PERSONNEL COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: DRAIN COMMISSIONER - NORTH HURON VALLEY-ROUGE VALLEY WASTEWATER CONTROL
SYSTEM
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-F of this Board, the Finance and Personnel
Committee has reviewed the above referenced resolution and finds:
1. The resolution authorizes the North Huron Valley-Rouge Valley
amended and restated agreement and authorizes the "Pump Station
Project" phase which will substantially complete the original
project begun in 1988.
2. The estimated cost of the project is $7,651,072 of which Oakland
County's share on behalf of the City of Novi is $412,480.70.
3. No budget amendments are required. The City of Novi will pay
Oakland County the sum of $412,480.70 which will in turn be paid
by Oakland County to Wayne County for Novi's share of the project.
FINANCE AND PERSONNEL COMMITTEE
,Ja otkfr
•
I
Resolution #97167 August 14, 1997
Moved by Palmer supported by Moffitt the resolution be adopted.
AYES: Douglas, Garfield, Holbert, Huntoon, Jacobs, Jensen, Johnson,
Kaczmar, Kingzett, McCulloch, McPherson, Millard, Moffitt, Palmer, Pernick,
Powers, Schmid, Taub, Wolf, Amos, Devine, Dingeldey. (22)
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 August 14, 1997 with the original record
thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the
County of Oakland at Pontiac, Michigan this 14th day of August 1997.
-4-1
•"".
D. Allen, County Clerk