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HomeMy WebLinkAboutResolutions - 2003.07.17 - 27136June 12, 2003 MISCELLANEOUS RESOLUTION # 03140 By: Planning and Building Committee, Charles E. Palmer, Chairperson IN RE: DRAIN COMMISSIONER — RUMMELL RELIEF DRAINAGE DISTRICT DRAIN BONDS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen WHEREAS, pursuant to Chapter 20 of Act 40 of the Public Acts of 1956, as amended, MCL 280.461 et seq., (hereinafter sometimes referred to as "Drain Code"), and as a matter of public health, the Rummell Relief Drainage District was established and the cost of the construction, operation and maintenance of the Rummell Relief Drain ("Drain") was apportioned against the City of Southfield, the City of Lathrup Village, the Village of Beverly Hills, the Township of Southfield and the County of Oakland (herein, the "Public Corporations"); and, WHEREAS, pursuant to Section 478 of the Drain Code, the Rummell Relief Drainage District, through its Drainage Board, is required to operate and maintain the Rummell Drain, apportion the necessary costs and expenses incurred in the administration, operation and maintenance of the Rummell Drain; and such costs and expenses which are not otherwise covered by contract shall be paid by the Public Corporations assessed for the cost of the Drain; and, WHEREAS, there exists a public health necessity to plan, design and reconstruct the open channel of the existing Drain (hereinafter referred to as the "Project"); and, WHEREAS, it is necessary to improve and repair the existing Rummell Drain and to pay such costs and expenses with interest thereon to the Drainage District in installments extending over a period not exceeding twenty-five (25) years; and pursuant to the Drain Code, the Drainage District is authorized to issue Drainage District Bonds (the "Bonds") and, County of Oakland may pledge its full faith and credit for the payment of such Bonds and the interest thereon; and, WHEREAS, there is an urgent need of such improvements in order to promote the health and welfare of the residents thereof, which facilities would likewise benefit the County and its residents, and the parties hereto have concluded that such facilities can be provided and financed most economically and efficiently by the Drainage District through the exercise of the powers conferred by the Drain Code; and, Planning & Building Committee Vote: Motion carried on unanimous roll call vote with Douglas absent WHEREAS, the consulting engineers have prepared preliminary plans for the Project and estimates of the cost and period of usefulness thereof, all of which have been submitted to and approved by the Drainage Board and the governing body of each Public Corporation and placed on file with the office of the Oakland County Drain Commissioner; and, WHEREAS, it is proposed that the cost of the Project be financed in part by the issuance of the Bonds; NOW THEREFORE BE IT RESOLVED: 1. APPROVAL OF CONTRACT. The Rummell Relief Drain Reconstruction Project Contract dated as of , 2003 between the County, the City of Southfield, the City of Lathrup Village, the Village of Beverly Hills, and the Township of Southfield, which form of contract is attached hereto as Exhibit A be and the same is approved and adopted, and the Chairman of the County Board of Commissioners is authorized and directed to execute and deliver the same for and on behalf of the County, in as many counterparts as may be deemed advisable, after the Contract has been executed by the appropriate officials of the City of Southfield, the City of Lath rup Village, the Village of Beverly Hills, and the Township of Southfield. 2. Pursuant to the authorization provided in Section 474 of the Drain Code of 1956, as amended, the Board of Commissioners of the County hereby pledges irrevocably the full faith and credit of the County for the prompt payment of the principal of and interest on the Bonds and agrees that, in the event the City of Southfield, the City of Lathrup Village, the Village of Beverly Hills, the Township of Southfield or the County shall fail or neglect to account to the County Treasurer of the County for the amount of any contract payments when due, the amount thereof shall be advanced immediately from County funds, and the County Treasurer is directed to make such advancement to the extent necessary. 3. In the event that, pursuant to the pledge of full faith and credit, the County advances out of County funds all or any part of an installment and interest, it shall be the duty of the County Treasurer, for and on behalf of the County, to take all actions and proceedings and pursue all remedies permitted or authorized by law for the reimbursement of such sums so paid. 4. The County Executive is authorized and directed, if necessary, to file an application to the Department of Treasury of the State of Michigan on behalf of the County for permission to issue and sell the Bonds. 5. The County Treasurer is authorized to approve the circulation of a preliminary and final official statement for the Bonds, to cause the preparation of those portions of the preliminary and final official statement that pertain to the County, and to do all other things necessary for compliance with Rule 15c2-12 issued under the Securities Exchange Act of 1934, as amended (the "Rule") . The County Treasurer is authorized to execute and deliver such certificates and to do all other things that are necessary to effectuate the sale and delivery of the Bonds. 6. The County Treasurer is hereby authorized to execute and deliver in the name and on behalf of the County (i) a certificate of the County to comply with the requirements for a continuing disclosure undertaking of the County pursuant to subsection (b) (5) of the Rule and (ii) amendments to such certificate from time to time in accordance with the terms of such certificate (the certificate and any amendments thereto are collectively referred to herein as the "Continuing Disclosure Certificate"). The County hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. The remedies for any failure of the County to comply with and carry out the provisions of the Continuing Disclosure Certificate shall be as set forth therein. Mr. Chairperson, on behalf of the Planning and Building Committee, I move adoption of the foregoing resolution. NING AND BUILDING COMMITTEE RUMMELL RELIEF DRAIN RECONSTRUCTION PROJECT CONTRACT THIS CONTRACT, made and entered into as of the day of , 2003, by and among the RUMMELL RELIEF DRAINAGE DISTRICT, a Michigan statutory public corporation established pursuant to Chapter 20 of Act 40 of the Public Acts of 1956, as amended, MCL 280.461 et seq., (hereinafter referred to as "Drainage District") and the following public corporations, the CITY of SOUTHFIELD, CITY of LATHRUP VILLAGE, the VILLAGE of BEVERLY HILLS, the TOWNSHIP OF SOUTHFIELD, and the COUNTY OF OAKLAND, (hereinafter sometimes referred to collectively as the "Public Corporations"). In this Contract, the Drainage District and Public Corporations may also be referred jointly as "Parties". WITNESSETH: WHEREAS, pursuant to Chapter 20 of Act 40 of the Public Acts of 1956, as amended, MCL 280.461 et seq., (hereinafter sometimes referred to as "Drain Code"), and as a matter of public health, the RUMMELL RELIEF DRAINAGE DISTRICT was established and the cost of the construction, operation and maintenance of the Rummell Relief Drain ("Drain") was apportioned against the Public Corporations; and, WHEREAS, pursuant to Section 478 of the Drain Code, the Drainage District, through its Drainage Board, is required to operate and maintain the Drain, apportion the necessary Costs and Expenses incurred in the administration, operation and maintenance of the Drain; and such Costs and Expenses which are not otherwise covered by contract shall be paid by the Public Corporations assessed for the cost of the Drain; and, WHEREAS, there exists a public health necessity to plan, design and reconstruct the open channel of the existing Drain and as set forth in Exhibit "A" attached hereto (hereinafter referred to as the "Project"); and, , 4 WHEREAS, it is necessary to improve and repair the existing Drain and to pay such costs and expenses with interest thereon to the Drainage District in installments extending over a period not exceeding twenty-five (25) years; and pursuant to the Drain Code, the Drainage District is authorized to issue Drainage District Bonds (the "Bonds") and, the County of Oakland may pledge its full faith and credit for the payment of such Bonds and the interest thereon; and, WHEREAS, there is an urgent need of such improvements in order to promote the health and welfare of the residents thereof, which facilities would likewise benefit the County and its residents, and the parties hereto have concluded that such facilities can be provided and financed most economically and efficiently by the Drainage District through the exercise of the powers conferred by the Drain Code; and, WHEREAS, the consulting engineers have prepared preliminary plans for the Project and estimates of the cost and period of usefulness thereof, all of which have been submitted to and approved by the Drainage Board and the governing body of each Public Corporation and placed on file with the office of the Oakland County Drain Commissioner, said estimates being set forth in Exhibit B hereunto attached; and, WHEREAS, it is proposed that the cost of the Project be financed in part by the issuance of the Bonds; and, WHEREAS this Agreement is entered into pursuant to Section 471 of the Drain Code, MCL 280.471; and, WHEREAS, in order to provide for the acquisition and construction of the Project by the Drainage District and the financing of part of the cost thereof by the issuance of the Bonds, and for other related matters, it is necessary for the parties hereto to enter into this contract; and, 1 4% THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE COVENANTS OF EACH OTHER, THE PARTIES HERETO AGREE as follows: 1. The Parties hereto approve and agree to the acquisition, construction and financing of the Project as part of the Drain, as herein provided, under and pursuant to Chapter 20 of the Drain Code. Each Public Corporation by way of compliance with Section 29, Article VII, Michigan Constitution of 1963, consents and agrees to the establishment and location of the Project within its corporate boundaries and to the use by the Drainage District of its streets, highways, alleys, lands, rights-of-way or other public places for the purpose and facilities of the Project and any improvements, enlargements or extensions thereof, and each Public Corporation further agrees that, in order to evidence and effectuate the foregoing agreement and consent, it will execute and deliver to the Drainage District such grants of easements, rights-of-way, licenses, permits or consents as may be requested by the Drainage District as reasonably necessary for the Project. 2. The Project shall consist of the improvements as described and specified on Exhibit A, which is hereunto attached and is made a part hereof, and as are more particularly set forth in the preliminary plans that have been prepared and submitted by the consulting engineers, which plans are on file with the Office of the Oakland County Drain Commissioner and are approved and adopted by the Drainage Board. The Project shall be acquired and constructed substantially in accordance with said preliminary plans and in accordance with final plans and specifications to be prepared and submitted by the consulting engineers, but variations therefrom that do not materially change the location, capacity or overall design of the Project, and that do not require an increase in the total estimated cost of the Project, may be permitted on the authority of the Drainage Board. Other variations or changes may be made if approved by the Drainage Board and by resolution of the governing body of each Public Corporation and if provisions required by paragraph 5 hereof are made for payment or financing of any resulting increase in the total estimated cost. The estimate of the cost of the Project and the estimate of the period of usefulness thereof as set forth in Exhibit B are approved and adopted. 3. The Drainage Board shall take or cause to be taken all actions required or necessary, in accordance with the Drain Code, to procure the issuance and sale of the Bonds by the Drainage District, in one or more series, in whatever aggregate principal amount is necessary to finance the cost of the Project not otherwise paid from cash payments to be made by the Public Corporations or from other sources, including grant funds. Such bonds shall be issued in anticipation of, and be payable primarily from, the payments to be made by the Public Corporations to the Drainage District as provided in this contract, and shall be secured secondarily, if so voted by the Board of Commissioners of the County, by a pledge of the full faith and credit of the County of Oakland and the Bonds shall be payable in annual maturities the last of which shall be not more than twenty-five (25) years from the date thereof 4. The Drainage Board shall proceed to take construction bids for the Project and, subject to the sale and delivery of the Bonds and receipt of any cash payments to be made under this contract by any the Public Corporations assessed for the Project, enter into construction contracts with the lowest responsible bidder or bidders, procure from the contractors all necessary and proper bonds, cause the Project to be constructed within a reasonable time, and do all other things required by this contract. The Drainage Board may, in its sole discretion, retain the services of a third-party engineering firm to perform contract administration of the Project, and payment for such services shall be the responsibility of the Public Corporations as part of the cost of the Project as described in paragraph 6 hereof All certificates for required payments to contractors shall be approved by the consulting engineers before presentation to the Drainage Board and the latter shall be entitled to rely on such approval in making payments. 5. Except as otherwise provided herein, in the event that it shall become necessary to increase the estimated cost of the Project for any reason, or if the actual cost of the Project shall exceed the estimated cost, whether as the result of variations or changes made in the approved plans or otherwise, then the Drainage Board shall not be obligated to pay such increased or excess cost unless the governing body of each Public Corporation shall have adopted a resolution approving such increase or excess and agreeing that the same (or such part thereof as is not available from other sources) shall be defrayed by the issuance of increased or additional bonds in anticipation of increased or additional payments agreed to be made by the Public Corporations to the Drainage District in the manner hereinafter provided. Notwithstanding the foregoing, the adoption of such resolution by the governing body of each Public Corporation shall not be required prior to or as a condition precedent to the issuance of additional bonds by the Drainage District, if the Drainage District previously has issued or contracted to sell Bonds to pay all or part of the cost of the Project and the issuance of the additional bonds is necessary (as determined by the Drainage District) to pay such increased, additional or excess costs as are essential to completion of the Project according to the plans as last approved prior to the time when the previous bonds were issued or contracted to be sold. Upon a determination that additional Bonds are necessary, the Drainage District will promptly notify the Public Corporations. 6. Except as to the portion of the Project described in paragraph 6a, entitled "Southfield Bridge Replacements", and except as otherwise defrayed by grants and funds available from other sources, the Public Corporations shall pay to the Drainage District their respective shares of the entire cost of the Project. The Public Corporations acknowledge that while the costs of the Project may be defrayed by grants or funds, the Drainage District and Drainage Board cannot and do not warrant or guarantee the availability of grants or funds available from other sources. In the event that such grants or funds are not available, the Public Corporations shall be responsible to make up any shortfall caused by the unavailability of such grants or funds. The percentage share of the cost of the Project (except as provided in paragraph 6a), for the CITY of SOUTHFIELD is 69.6579%, the percentage share of cost for the CITY of LATHRUP VILLAGE is 10.5002%, the percentage share of cost for the VILLAGE of BEVERLY HILLS is 15.7423%, the percentage share of cost for the TOWNSHIP of SOUTHFIELD is 1.1119%, and the percentage share of cost for the COUNTY OF OAKLAND is 2.9877%. That portion of the cost of the Project representing the costs of issuing the Bonds, including Drainage District administrative costs relating to the Bonds (collectively "Issuance Costs") shall be paid by all the Public Corporations except the Township of Southfield in accordance with the Bond Sale Apportionment percentages identified is Exhibit B. The Township of Southfield shall pay its share of the cost of the Project (less issuance costs) not defrayed by grants and funds available from other sources to the Drainage District in cash on the date that the proceeds of the Bonds are received by the Drainage District from the purchaser thereof. The balance of the cost of the Project (including Issuance Costs) will be defrayed by the issuance of the Bonds as provided in this contract. Subject to paragraph 6b., the Public Corporations other than the Township of Southfield agree to pay 100% of the principal of and interest on the Bonds and all interest payable by the Drainage District on said bonds, all paying agent fees and other expenses and charges (including the Drainage Board's administrative expenses) that are payable on account of said bonds (such fees, expenses and charges being herein called "bond service charges") in accordance with their percentages identified herein. Such payments shall be made to the Drainage District in semiannual installments, which shall be due and payable at least fifiteen (15) days prior to each interest payment date specified in the Bonds. Such semiannual installments shall commence on the date that interest (other than capitalized interest) or principal first becomes payable on the bonds, and the aggregate amount of the installments shall be at least sufficient to pay, when due, all principal and interest on the bonds and all bond service charges payable on account of the bonds. The Drainage District, within thirty days after delivery of the Drainage District bonds to the purchaser, shall furnish each of the treasurer of the Public Corporations to be assessed herein, with a complete schedule of the principal of and interest on the bonds, and the Drainage Board also, at least thirty days before each payment is due, shall advise the treasurers of each of the Public Corporations of the amount payable to the Drainage District on such date. If a Public Corporation fails to make any payment to the Drainage District when due, the same shall be subject to a penalty of 1% thereof for each month or fraction thereof that such amount remains unpaid after due. Failure of the Drainage Board to furnish the schedule or give the notice as above required shall not excuse a Public Corporation from the obligation to make payments when due. The foregoing obligations shall apply to all bonds issued by the Drainage District to defray the cost of the Project. Payments shall be made by the Public Corporations when due whether or not the Project has then been completed or placed in operation. The Public Corporations hereby acknowledge that except for its apportioned share of the Project as provided herein and identified in Exhibit B, no County general funds shall be appropriated or pledged pursuant to this contract or for the Project. The Public Corporations shall be solely responsible for all administration and construction costs (including attorney fees and all dispute resolution costs), all costs of operation and maintenance of the Project, all costs and expenses relating to Claims and lawsuits as described in paragraphs 16 and 17 hereof and all items of cost described in paragraph 7 hereof in the same manner and percentages as herein provided with respect to other costs of the Project. 6a. "Southfield Bridge Replacements". The Parties acknowledge and agree that a portion of the Project provides for the replacement of three (3) residential street bridges located within the right of way of the Drain and wholly within the City of Southfield; and, that the replacement of the bridges is necessary to protect the existing and future integrity of the Drain. The CITY of SOUTHFIELD agrees to pay the entire cost, as estimated and set forth in Exhibit B, including future operation and maintenance, of that portion of the Project identified as the Southfield Bridge Replacements. The CITY of LATHRUP VILLAGE, VILLAGE of BEVERLY HILLS, TOWNSHIP of SOUTHFIELD, and the COUNTY OF OAKLAND shall not be obligated to pay any costs, including future operation and maintenance of the bridges, concerning that portion of the Project known as the Southfield Bridge Replacements. The Southfield Bridge Replacements shall be included in the entire Project Cost for purposes of bonding under this contract and the "Bond Sale Apportionments" are reflected in Exhibit B. 6b. Any Public Corporation identified herein, may elect to pay its percentage share of the Project contained in paragraph 6 less the Issuance Costs and not otherwise defrayed by grants and funds available from other sources to the Drainage District in cash on the date that the proceeds of the bonds are received by the Drainage District from the purchaser thereof. The balance of the cost of the Project (including Issuance Costs) will be defrayed by the issuance of Bonds as provided in this contract. The Public Corporations that do not elect to pay their percentage share as identified in paragraph 6 agrees to pay 100% of the principal and interest on the bonds payable by the Drainage District on the said Bonds, all paying agent fees and other expenses and charges (including the Drainage District's administrative expenses) that are payable on account of said Bonds (such fees, expenses and charges herein called "bond service charges"). 7. The Drainage Board is hereby authorized, but not required, to utilize County personnel for the administration of the Project. The Public Corporations agree that the Costs (as hereinafter defined) of and Overhead (as hereinafter defined) for contract administration, auditing and financial services shall be part of the cost of the Project for purposes of paragraph 6 hereof, whether such services are provided by County personnel or third parties. "Costs" shall be defined in this paragraph as the labor, including statutory and customary fringe benefits, overtime, material and supplies, power and utility services, vehicle/equipment rental and subcontractor services devoted specifically to the Project. "Overhead" shall be defined in this paragraph to include the following: all allocation of the labor cost, including statutory and customary fringe benefits, of personnel responsible for administering this contract or supervising the work performed in connection with this contract; an allocation of expenses of the Drainage Board or Drain Commissioner; and an allocation, if any, of the indirect cost of the County of Oakland charged to the Drainage Board for support services, such as (but not limited to) legal, personnel, accounting, computer support, and insurance/risk management. 8. The Public Corporations other than the Township of Southfield may pay in advance of maturity all or any part of an installment due the Drainage District on the Bonds by surrendering to the Bonds issued hereunder of a like principal amount maturing in the same calendar year or by paying to the Drainage District in cash the principal amount of any Bonds that are subject to redemption prior to maturity, plus all interest thereon to the first date upon which such bonds may be called for redemption, and plus all applicable call premiums and bond service charges, and in such event the Drainage Board shall call said bonds for redemption at the earliest possible date. The installments or parts thereof so prepaid shall be deemed to be the installments or parts thereof falling due in the same calendar year as the maturity dates of the Bonds surrendered or called for redemption. 9. The proceeds of sale of the Bonds shall be used solely and only to pay that portion of the cost of the Project allocable to the Public Corporations, and after completion of the Project and payment of all costs in connection therewith, any surplus remaining from the sale of the bonds shall be (i) used to purchase the Bonds on the open market or (ii) retained by the Drainage Board as a reserve for payment of the bond principal and interest maturities next falling due, and in such event the contract obligations of the Public Corporations in respect to such bonds or such maturities shall be reduced by the principal amount of bonds so purchased or of said reserve, said reduction in case of the purchase of bonds to be applied as to year in accordance with the year of the maturity of the bonds so purchased. Any Bonds so purchased shall be cancelled. In the alternative, such surplus may be used, on request of the Public Corporations and approval by the • Drainage District, to extend, enlarge or improve the Drain or to acquire and construct additional facilities to serve the Drainage District. 10. In the event that a Public Corporation shall fail for any reason to pay to the Drainage Board at the times herein specified, the amounts herein required to be paid, the state treasurer or other official charged with the disbursement of unrestricted state funds returnable to the defaulting Public Corporation pursuant to the Michigan constitution is authorized hereby to withhold sufficient funds to make up any default or deficiency in funds. In the event the County is required to advance any money by reason of its pledge of full faith and credit on the Bonds to be issued to finance the acquisition and construction of the Project on account of the delinquency of any of the Public Corporation apportioned for the cost of the Project, the County Treasurer shall notify the state treasurer to deduct the amount of money so advanced by the County from any unrestricted moneys in the state treasurer's possession belonging to the applicable Public Corporation and to pay such amount to the County. In addition to the foregoing, the Drainage District shall have all other rights and remedies provided by law to enforce the obligations of the Public Corporations to make payments in the manner and at the times required by this contract. It is specifically recognized by the Public Corporations that the payments required to be made by it pursuant to the terms of this contract are to be pledged for the payment of the principal of and interest on Bonds to be issued by the Drainage District, and the Public Corporations covenant and agree that they will make their required payments to the Drainage District promptly and at the times herein specified, without regard as to whether the Project herein contemplated is actually completed or placed in operation; provided, only, that nothing herein contained shall limit the obligation of the Drainage District to perform in accordance with the covenants contained herein. 11. No change in the jurisdiction over any territory in any applicable Public Corporation shall impair in any manner the obligations of this contract or affect the obligations .• hereunder. In the event that all or any part of the territory of a Public Corporation is incorporated as a new city or village or is annexed to or becomes a part of the territory of another Public Corporation, the 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 (including the pledge of full faith and credit), which proper proportionate share shall be fixed and determined by the Drainage Board and shall be binding upon all parties concerned unless, within sixty (60) days after such incorporation or annexation becomes effective, the Public Corporation into which such territory is incorporated or to which such territory is annexed and such Public Corporation shall by mutual agreement and with the written approval of the Drainage Board fix and determine such proper proportionate share. The Drainage Board, prior to making such determination, shall receive a written recommendation as to the proper proportionate share from a committee composed of one representative designated by the governing body of the Public Corporation from which the territory is taken, one designated by the governing body of the new Public Corporation or the Public Corporation annexing such territory and one independent registered engineer appointed by the Drainage Board. Each governmental unit shall appoint its representative within fifteen (15) days after being notified to do so by the Drainage Board and within a like time the Drainage Board shall appoint the engineer third member. If any such representative (other than the appointee of the Drainage Board) is not appointed within the time above provided, then the Drainage Board may proceed without said recommendation. If the committee shall not make the recommendation within forty-five (45) days after its appointment or within any extension thereof by the Drainage Board, then the Drainage Board may proceed without such recommendation, 12. If the Bonds are not sold to finance the acquisition and construction of the Project within three years from the date of this contract or if the Project is abandoned for any reason, the Public Corporations shall pay, or reimburse the Drainage District for the payment of, their respective shares of all engineering, legal, Issuance costs, and other Costs and Overhead (as ' defined in paragraph 7) incurred by the Drainage Board in connection with the Project and the Public Corporations shall be entitled to all plans, specifications and other engineering data and materials. The provisions of this paragraph may be waived or extended, either before or after the expiration of the three-year period, by resolution of the governing bodies of the Public Corporations. 13. After completion of the Project the operation and maintenance of the Project as part of the Drain shall be in accordance with Chapter 20 of the Drain Code. The parties agree that the Project will be operated in accordance with applicable Internal Revenue Code requirements regarding tax-exempt municipal bonds. 14. It is understood and agreed by the parties hereto that the Project is to serve the Public Corporations and not the individual property owners. The Drainage District shall not be obligated to acquire or construct any facilities other than those designated in paragraph 2 hereof. 15. The Drainage District shall have no obligation or responsibility for providing facilities except as herein expressly provided with respect to the acquisition and construction of the Project or as otherwise provided by contract. It is expressly agreed that no connection shall be made to the Drain and no improvements, enlargements or extensions thereof shall be made without first securing a permit therefor from the Drainage District. Any such permit may be made conditional upon inspection and approval of new construction by the Drainage District. It is further agreed that the Drain shall be used for collection and conveyance of storm water. 16. To the fullest extent permitted by law, and except as covered by the contractor's liability insurance, the Public Corporations shall indemnify and hold harmless the Drainage District and the Drainage Board, and agents and employees of each of them, from and against Claims (as hereinafter defined) arising out of or resulting from design or construction work relating to the Project. The Drainage District will include in their engineering and construction contracts the requirement that Drainage District and each Public Corporations shall be expressly included as indemnified parties by the engineer and the contractor and named as additional insureds on the engineer and contractor's insurance policy for this Project. "Claims" as used in this contract shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, fines, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against the Drainage District and/or the Drainage Board by the Public Corporations or their agents, or any third party or any Claim(s) for which the Drainage District and/or the Drainage Board may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or state), any permit, any statute, rule, regulation or the common law, whether in law or contract. 17. The parties hereto agree that the costs and expenses of any lawsuits arising directly or indirectly out of this contract or the construction or financing of the Project, to the extent that such costs and expenses are chargeable against the Drainage District or the Drainage Board, shall be deemed to constitute a part of the cost of the Project and shall be paid by the Public Corporations in the same manner and percentages as herein provided with respect to other costs of the Project. In the event of such litigation, the Drainage Board shall consult with the Public Corporations and shall retain legal counsel agreeable to the Drainage District and the Public Corporations to represent the Drainage District; provided that if the Drainage District and the Public Corporations cannot agree as to such representation within a reasonable time, the Drainage Board shall exercise its discretion as to the retention of such counsel. This paragraph • • shall not apply to a lawsuit instituted by a Public Corporation to enforce its rights under this contract. 18. All powers, duties and functions vested by this contract in the Drainage District shall be exercised and performed by the Drainage Board, for and on behalf of the Drainage District, unless otherwise provided by law or in this contract. 19. The parties hereto recognize that the holders from time to time of the bonds to be issued by the Drainage District under the provisions of the Drain Code, and secured by the full faith and credit pledge of each of the applicable Public Corporations to the payment of the principal of and interest on the bonds as set forth in this contract, will have contractual rights in this contract, and it is therefore covenanted and agreed that so long as any of said bonds shall remain outstanding and unpaid, the provisions of this contract shall not be subject to any alteration or revision that would affect adversely either the security of the bonds or the prompt payment of principal or interest thereon. The right to make changes in this contract, by amendment, supplemental contract or otherwise is nevertheless reserved insofar as the same do not have such adverse effect. The parties hereto further covenant and agree that they each will comply with their respective duties and obligations under the terms of this contract promptly, at the times and in the manner herein set forth, and will not suffer to be done any act that would impair in any way the contract of said bonds, the security therefor or the prompt payment of principal and interest thereon. It is declared hereby that the terms of this contract and of any amendatory or supplemental contract and any contract entered into pursuant hereto, insofar as they pertain to said bonds or to the payment of the security thereof, shall be deemed to be for the benefit of the holders of said bonds. 20. In the event that any one or more of the provisions of this contract for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or • unenforceability shall not affect any other provisions hereof, but this contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 21. This contract shall become effective after its execution by each party hereto. This contract shall terminate twenty-five (25) years from its date or on such earlier date when the Public Corporations are not in default hereunder and the principal, interest and bond service charges on the bonds issued as hereinabove described and all other amounts owed by the Public Corporations to the Drainage District hereunder are fuiiy paid and discharged. This contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing herein contained, however, shall require the Drainage District to finance the Project if it is unable to sell the bonds to finance the same. This contract may be executed in any number of counterparts. IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed and delivered by their duly authorized officers, all as of the day and year first above written. RUMMELL RELEIF DRAINAGE DISTRICT A Michigan Statutory Public Corporation By: John P. McCulloch County Drain Commissioner, Chairperson Rummell Relief Drain Drainage Board) COUNTY OF OAKLAND By: Thomas Law, Chairperson Oakland County Board of Commissioners • By: Its: And: CITY OF SOUTHFIELD Clerk CITY of LATHRUP VILLAGE By: Its: And: Clerk VILLAGE of BEVERLY HILLS By: Its: And: Clerk TOWNSHIP of SOUTHFIELD By: Its: And: Clerk BLOOMFIELD 9007-343 547410 • Exhibit "A" Rummell Relief Drain Improvements Project Description The Rummell Relief Drain Improvements project will consist of the planning, design and reconstruction of the existing Rurnmell Relief Drain open channel, located between 12 Mile Road and 13 Mile Road, east of Evergreen Road and west of Southfield Road in Section 11, City of Southfield. The project consists of approximately one (1) mile of open channel drain improvements and repairs with riprap invert and geocell side slope protection, which will be paid by the Drainage District. Also included in the project is the replacement of three (3) residential street bridges, which will be paid wholly by the City of Southfield. The proposed location of the Project is shown on Figure 1. $60.000 $10.000 $11,511 S6,030 $407 $110 $822 $4,933 $2,741 $274 52.415 $25,420 $55,C00 $17,000 $198,419 $83,000 $45,000 $3,500 Paid by City of Southfield $9489 $4,970 $335 $90 $678 $4,067 $2,259 $226 $1,990 $20,955 Paid by City of Southfield N/A $401,919 $174,400 $2,445,000 $363,000 $2,082,000 AMOUNT $62,204 $0 $23,150 $327,755 $218,614 S1,450,277 2,082,000 AMOUNT $62,204 $0 $23,150 $327,755 $218,614 $3,078,277 $3,710,000 $0 $145,325 $1,628,000 $3,710,000 $70,000 $0 $54,663 $45,059 PERCENTAGE 2.9877% 0.0000% 1.1119% 15.7423% 10.5002% 69.6579% 100.0000% PERCENTAGE 1.6766% 0.0000% 0.6240% 8.8344% 5.8926% 82,9724% 100.0000% • • 1 ; 4 EXHIBIT "B" Rummell Relief Drain Improvements Project Estimate of Probable Project Cost Based on Bids Received April 30, 2003 CONTRACTED SERVICES - CONSTRUCTION: DRAIN REPAIRS Total Construction Cost (based on bids received) S1,744,018 BRIDGE REPLACEMENTS S1,437,616 CONTRACTED SERVICES - PROJECT DEVELOPMENT: Engineering Consulting Engineer Material Testing & Soil Borings Subtotal - Engineering LEGAL & FINANCIAL" Bond Counsel Fee Financial Consultant Fee Michigan Department of Treasury Municipal Advisory Council Fee Internet Fee for I-Deal Rating Expense Preparation of Statistical Data, Printing & Mailing of Official Statement Printing Bonds Miscellaneous Expenses Bond Discount (1.25%) Subtotal - Legal & Financial COUNTY SERVICES - PROJECT MANAGEMENT: Engineering Administration Right-of-Way (including acquisition and legal costs) Construction Inspection Surveying Soil Erosion Permit Subtotal - County Services CONTINGENCIES (APPROX. 10% OF CONSTRUCTION COSTS) TOTAL ESTIMATED PROJECT COST LESS ROUGE PROGRAM OFFICE GRANT TOTAL ESTIMATED DRAIN REPAIRS PROJECT COST MINUS GRANT BOND SALE AMOUNT (BRIDGES AND DRAIN REPAIRS) DRAIN REPAIR APPORTIONMENT County of Oakland State of Michigan Township of Southfield Village of Beverly Hills City of Lathrup Village City of Southfield-Drain Repairs SUBTOTAL-DRAIN REPAIRS BOND SALE APPORTIONMENT County of Oakland State of Michigan Township of Southfield Village of Beverly Hills City of Lathrup Village City of Southfield-Drain Repairs & Bridge Replacements TOTAL *Note: Legal and financial services costs were prorated based on percentage of construction costs. Costs rounded to nearest whole dollar. Prepared by Glenn R. Appel, P.E. I I C.1.-104 — it (-a-- IN IMPROVEMENT LIMITS I ; ,vo1 O13IAHIflOS 1 I t , • 1 I 1.1 1 I f 1 1 I I 4 1 4, '1 TLJ ;it .•n••n•••••n••n•• B RI UGE REPLACEMENT VISION BLOCK Cal Basal Source Data: COUNTY DATA - 10/11/02 Rev. Description: Rey. Date: ! i t i 1 1 1---... —II t t 1 I _ 1 Pio IJAu E–T-1 • co 1 1 Fi HO ~IX COUR, %MI RI A Nita 391-3° OCOC OAKLAND coup4-tre DRAIN CONDAMSK3NKIT -10.1-Tn muCavta,ch j I t reRNSGEL] 1 n 1111(11 III! u tI011 EF 11111 ti "re ar. au ECZ g 14' RUMMEL RELIEF DRAIN IMPROVEMENTS CITY OF SOUTHFIELD OAKLAND COUNTY, MICHIGAN 05/08/03 ORla DATE:1 SHEET: 1 or 1 SCALE 1'.5001 Itmeattiza=1:121 WIN11,A \ A.EAsusrf .47-1 Wi En ceF 1= Car.EN SFIL, EJ2 LEGEND • SECTION CORNER • BRIDGE REPLACEMENT SITE ---•------ SECTION LINE -- RIVERS I STRAW ---- TOWNSHIP UNE IMO Imo RUMMEL REUEF DRAIN ONE PUBLIC WORKS DRIVE, BLDG 95 WESI1 WATERFORD, MICHIGAN 48328-1907 H F-1 1 nil IJH LJ — um= LmimiThIT vii....... 1-7. ,„, i F-Aulliallm t mniu num i lunar in. , •Imillaniiiistil. IMPulfir. , ,-.. . * .1 j I I NNW 41‘1111r0411 Alla, *Id Inatrai" Virr. 111 WARM 111110011 t ,N74.,4111%, r- x ART 1,t,---,AV "S 40,41tt,,,-§/ 1-3D aP1 1,401.11 vv4r4 4". 014-401,4* IIIII .111/.004141i*1 400 el' 4* 1164*It- aulaiwkorAlsk flurrit 4 t " 40.....vissay& * 40.1114111 ii ir slaw los X / i A •:9:411111015-11 *AO 41190411°...ii MISR Map 41111111111110 129 Ojai LiT1Ht ,-,..„, i GE REPLACEMENT RIDGE REPLACEMENT I EEt) 00°11 01 got 1101.1" 411. 41.00074 CH limps tainithis` ovium Ullk mainnimo inImumtot ssik .0j411 • E' sm • IMM t - MO — BIC 1111,41 411P/1, *dip' i JONI OEM -11011111011 = F-1 yl (r-T----7 ;WIt 7171-11 — --I .:•1,11111111111111 WINTEPSabfaut, --47:j1111111111111111.1111111111111 1741-4] r--1 111111111111 'VW anaL (-7-1 il 0"," 111111111al EF9 1. MEI !sum NJ satia.n Emu flows in iiiiiiituussui rrowtrl 4" Resolution #03140 June 12, 2003 The Chairperson referred the resolution to the Finance Committee. There were no objections. 0. A July 17, 2003 FISCAL NOTE ( MISC. 103140) BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: DRAIN COMMISSIONER - RUMMELL RELIEF DRAINAGE DISTRICT DRAIN BONDS TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The Drain Commissioner is requesting authorization from Oakland County for a Bond Issue pursuant to provisions of the Drain Code of 1956, as amended. 2. The resolution provides for Oakland County to pledge its full faith and credit to the Rummell Relief Drainage District Drain Bonds in an amount not to exceed $3,710,000 for the purpose of constructing the Rummell Relief Drain Improvements. 3. The project includes bridge replacements with the City of Southfield responsible for 100% of the bridge replacement cost of $1,628,000. 4. The drain repair portion of the project cost is estimated at $2,082,000 and will be apportioned to the benefiting public corporations (Oakland County, City of Southfield, City of Lathrup Village, Village of Beverly Hills, and the Township of Southfield). 5. Oakland County, on account of benefit for road drainage, is responsible for 2.9877% of the drain repair portion of the project, or $62,204. 6. It is anticipated that the 2003 series bonds will be sold in July 2003, with interest rate being determined by the market. 7. Funding is available in the FY 2003 Non-Departmental Current Drain Assessment account to cover the County's drain repair construction apportionment of $62,204; allowing the County to opt out of the bond sale and avoid annual bond interest payments. 8. No additional General Fund monies or amendments are required. FINANCE COMMITTEE ClAcir Finance Committee Vote: Motion carried on unanimous roll call vote with Moffitt absent G. William Caddell, County Clerk • " Resolution #03140 July 17, 2003 Moved by Moss supported Douglas the resolutions on the Consent Agenda, be adopted (with accompanying reports being accepted). AYES: Coleman, Coulter, Crawford, Douglas, Gregory, Hatchett, Jamian, Knollenberg, KowaII, Law, Long, McMillin, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Scott, Webster, Wilson, Zack, Bullard. (24) NAYS: None. (0) A sufficient majority having voted therefore, the resolutions on the Consent Agenda, were adopted (with accompanying reports being accepted). I I rm. APPROVE TIE F 60116 RESOWTION STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on July 17, 2003, 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 17th day of July, 2003.