Agenda YPSILANTI COMMUNITY UTILITIES AUTHORITY BOARD OF COMMISSIONERS MEETING Wednesday, November 17, 2021 – 3:00 p.m. Via Zoom: https://us06web.zoom.us/j/82893339632?pwd=YUxDVS96WmhUL3ZLU1BjNHNoZTEvdz09 Password: 692842 Via Telephone: 312-626-6799 Meeting ID: 828 9333 9632 Password: 692842 1. CALL TO ORDER 2. MINUTES OF PREVIOUS MEETING – October 27, 2021 (Open & Closed Sessions) 3. NEW BUSINESS A. Request to Approve – Authorization for Payroll Approval – Jeff Castro B. Request to Approve - YCUA Resolution No. 21-9 to Revise the YCUA Authorized Representative for Drinking Water Revolving Fund (DWRF), State Revolving Fund (SRF), and S2 Grant Program Activities – Jeff Castro C. Request to Approve - YCUA Resolution No. 21-10 Approving Contract Relating to Not-to-Exceed $3.125 Million 2022 Wastewater System Bonds for Wastewater Treatment Plant Primary Switchgear Replacement SRF Project No. 5719-01 (City of Ypsilanti / Charter Township of Ypsilanti) – Tom Colis and Jeff Castro D. Request to Approve - YCUA Resolution No. 21-11 Approving Contract Relating to Not-to-Exceed $11.9 Million 2022 Water Supply System Bonds for M-17 and US-12 Water System Improvements (City of Ypsilanti) – Tom Colis and Jeff Castro E. Request to Approve - YCUA Resolution No. 21-12 Approving Contract Relating to Not-to-Exceed $3.6 Million 2022 Wastewater System Bonds for State Street Pump Station and Force Main Improvements SRF Project No. 5719-01 (Charter Township of Ypsilanti) – Tom Colis and Jeff Castro F. Request to Approve - YCUA Resolution No. 21-13 Approving Contract Relating to Not-to-Exceed $6.9 Million 2022 Wastewater System Bonds for Snow Road
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Agenda
YPSILANTI COMMUNITY UTILITIES AUTHORITY BOARD OF COMMISSIONERS MEETING
Wednesday, November 17, 2021 – 3:00 p.m. Via Zoom:
2. MINUTES OF PREVIOUS MEETING – October 27, 2021 (Open & Closed Sessions)
3. NEW BUSINESS
A. Request to Approve – Authorization for Payroll Approval – Jeff Castro
B. Request to Approve - YCUA Resolution No. 21-9 to Revise the YCUA Authorized Representative for Drinking Water Revolving Fund (DWRF), State Revolving Fund (SRF), and S2 Grant Program Activities – Jeff Castro
C. Request to Approve - YCUA Resolution No. 21-10 Approving Contract Relating to Not-to-Exceed $3.125 Million 2022 Wastewater System Bonds for Wastewater Treatment Plant Primary Switchgear Replacement SRF Project No. 5719-01 (City of Ypsilanti / Charter Township of Ypsilanti) – Tom Colis and Jeff Castro
D. Request to Approve - YCUA Resolution No. 21-11 Approving Contract Relating to Not-to-Exceed $11.9 Million 2022 Water Supply System Bonds for M-17 and US-12 Water System Improvements (City of Ypsilanti) – Tom Colis and Jeff Castro
E. Request to Approve - YCUA Resolution No. 21-12 Approving Contract Relating to Not-to-Exceed $3.6 Million 2022 Wastewater System Bonds for State Street Pump Station and Force Main Improvements SRF Project No. 5719-01 (Charter Township of Ypsilanti) – Tom Colis and Jeff Castro
F. Request to Approve - YCUA Resolution No. 21-13 Approving Contract Relating to Not-to-Exceed $6.9 Million 2022 Wastewater System Bonds for Snow Road
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Sanitary Sewer River Crossing (Charter Township of Ypsilanti) – Tom Colis and Jeff Castro
G. Request to Approve - Authorization to Connect Van Buren Township Customer to YCUA Water System – Scott D. Westover
H. Fund Balance Report – Dwayne Harrigan
I. Financial Report – Authority Net Assets Report – Dwayne Harrigan
J. Usage Report – Consumption Report – Jeff Castro
K. Attorney’s Report – Matthew T. Jane
L. Human Resources Report – Debra Kinde
M. Director’s Report – Jeff Castro
4. OLD BUSINESS
5. OTHER BUSINESS
6. STATEMENTS AND CHECKS
7. PUBLIC COMMENTS
8. ADJOURNMENT
Last Revised: November 10, 2021
YCUA Board Meeting Schedule for 2021 All meetings are held at 3:00 p.m. in the Board Room of the YCUA Administrative Building, 2777 State Road, Ypsilanti, Michigan 48198-9112, except as noted. Wednesday, January 27*** Wednesday, July 28***Wednesday, February 24*** Wednesday, August 25***Wednesday, March 24*** Wednesday, September 22***Wednesday, April 28*** Wednesday, October 27***Wednesday, May 26*** Wednesday, November 17* / ***
Wednesday, June 23*** Wednesday, December 15** * Moved ahead from Wednesday, November 24 due to Thanksgiving holiday.
** Moved ahead from Wednesday, December 22 due to Christmas holiday.
*** Via Zoom. YCUA Board of Commissioners Term Expirations
Michael Bodary, Chair 08/21/2012 – 02/16/2024 Keith P. Jason, Vice Chair 12/10/2018 – 12/31/2021 Jon R. Ichesco, Secretary / Treasurer 04/03/2018 – 02/01/2022 Larry J. Doe, Commissioner 01/01/2002 – 12/31/2022 Gloria C. Peterson, Commissioner 03/03/2020 – 12/31/2023 Last Revised: November 12, 2021
2021 YCUA Committee Appointments per Board Meeting of February 24, 2021 Finance Committee
Larry J. Doe, Chair Gloria C. Peterson Jeff Castro Aaron Sprague Dwayne Harrigan
Personnel Committee
Keith P. Jason, Chair Michael Bodary Jeff Castro Debra Kinde
Hearing Officers
Jon R. Ichesco – (to hear Township cases) Larry J. Doe – (to hear City cases)
Director’s Letter
Date: November 12, 2021
2777 STATE ROAD YPSILANTI, MI 48198-9112 Telephone No.: 734-484-4600
TO: YCUA Board Members FROM: Jeff Castro REFERENCE: Agenda Items - YCUA Board Meeting of November 17, 2021
AGENDA ITEM: 3.A Request to Approve – Authorization for Payroll Approval DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Jeff Castro BACKGROUND: The Board needs to authorize Luther Blackburn to approve weekly payroll-related activity and to sign the weekly payroll. This can be done through a motion and approval. RATIONALE: The executive director needs to be given authorization to conduct weekly payroll activities for the Authority. BUDGET: N/A RECOMMENDED ACTION: Authorization for Luther Blackburn to approve and sign payroll-related items for the Authority. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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AGENDA ITEM: 3.B Request to Approve - YCUA Resolution No. 21-9 to Revise the YCUA Authorized Representative for Drinking Water Revolving Fund (DWRF), State Revolving Fund (SRF), and S2 Grant Program Activities DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Jeff Castro BACKGROUND: Included in your Board materials is a memo from YCUA Engineering Manager Scott D. Westover requesting approval of the referenced resolution. The Michigan Department of Environment, Great Lakes, and Energy (EGLE) requires that the Board authorize an individual to sign DWRF and SRF documents on behalf of YCUA. Resolution no. 21-9 authorizes Luther Blackburn, as the executive director, to sign such documents. RATIONALE: This is a requirement by EGLE. BUDGET: N/A RECOMMENDED ACTION: Approval of YCUA Resolution No. 21-9 to Revise the YCUA Authorized Representative for Drinking Water Revolving Fund (DWRF), State Revolving Fund (SRF), and S2 Grant Program Activities. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.C Request to Approve - YCUA Resolution No. 21-10 Approving Contract Relating to Not-to-Exceed $3.125 Million 2022 Wastewater System Bonds for Wastewater Treatment Plant Primary Switchgear Replacement SRF Project No. 5719-01 (City of Ypsilanti / Charter Township of Ypsilanti) DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Tom Colis and Jeff Castro BACKGROUND: Included in your Board materials is a contract with the Charter Township of Ypsilanti and the City of Ypsilanti regarding the referenced bonds as well as a resolution which approves the contract. The Charter Township of Ypsilanti Board of Trustees and Ypsilanti City Council are considering the contract at their November 2021 meetings. Tom Colis, our bond counsel, will be at the meeting for a presentation and to answer any questions that the Board may have.
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This bond issue is related to an upcoming capital improvements project involving the primary electrical switchgear, which was part of the original wastewater treatment plant (WWTP) construction completed during 1982 and has exceeded its design life and has numerous components showing signs of deterioration and several components that are obsolete. The project is eligible for funding through the State Revolving Fund (SRF) loan program administered by the Michigan Department of Environment, Great Lakes and Energy (EGLE). The SRF program is a subsidized low-interest loan with interest rates typically 1.5% to 2% below corresponding open market interest rates. The cost for the improvements is estimated at $3.125 million. The current SRF interest rate of 1.875% will save approximately $31,000 per year on bond payments or $620,000 over the 20-year duration of the loan compared to a similar bond issue on the open market with an interest rate of 3.5%. RATIONALE: The contract between YCUA and City of Ypsilanti and Charter Township of Ypsilanti is required to specify that YCUA will pay the bond costs with its revenues in exchange for the full faith and credit of the City of Ypsilanti and Charter Township of Ypsilanti. RECOMMENDED ACTION: Approval of YCUA Resolution No. 21-10 Approving Contract Relating to Not-to-Exceed $3.125 Million 2022 Wastewater System Bonds for Wastewater Treatment Plant Primary Switchgear Replacement SRF Project No. 5719-01 (City of Ypsilanti / Charter Township of Ypsilanti). - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.D Request to Approve - YCUA Resolution No. 21-11 Approving Contract Relating to Not-to-Exceed $11.9 Million 2022 Water Supply System Bonds for M-17 and US-12 Water System Improvements (City of Ypsilanti) DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Tom Colis and Jeff Castro BACKGROUND: Included in your Board materials is a contract with the City of Ypsilanti regarding the referenced bonds as well as a resolution which approves the contract. The Ypsilanti City Council has considered the contract at their November 2, 2021 meeting. Tom Colis, our bond counsel, will be at the meeting for a presentation and to answer any questions that the Board may have. This bond issue is related to an upcoming capital improvements project will replace existing old and mostly undersized water mains in the City of Ypsilanti. The cost for the improvements is estimated at $11.9 million. The current open market interest rate is 3.5%.
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RATIONALE: The contract between YCUA and City of Ypsilanti is required to specify that YCUA will pay the bond costs with its revenues in exchange for the full faith and credit of the City of Ypsilanti. RECOMMENDED ACTION: Approval of YCUA Resolution No. 21-11 Approving Contract Relating to Not-to-Exceed $11.9 Million 2022 Water Supply System Bonds for M-17 and US-12 Water System Improvements (City of Ypsilanti). - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.E Request to Approve - YCUA Resolution No. 21-12 Approving Contract Relating to Not-to-Exceed $3.6 Million 2022 Wastewater System Bonds for State Street Pump Station and Force Main Improvements SRF Project No. 5719-01 (Charter Township of Ypsilanti) DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Tom Colis and Jeff Castro BACKGROUND: Included in your Board materials is a contract with the Charter Township of Ypsilanti regarding the referenced bonds as well as a resolution which approves the contract. The Charter Township of Ypsilanti Board of Trustees is considering the contract at their November 16, 2021 meeting. Tom Colis, our bond counsel, will be at the meeting for a presentation and to answer any questions that the Board may have. This bond issue is related to an upcoming capital improvements project involving the State Street pump station and force main. The project is eligible for funding through the State Revolving Fund (SRF) loan program administered by the Michigan Department of Environment, Great Lakes and Energy (EGLE). The SRF program is a subsidized low-interest loan with interest rates typically 1.5% to 2% below corresponding open-market interest rates. The cost for the improvements is estimated at $3.6 million. The current SRF interest rate of 1.875% will save approximately $36,000 per year on bond payments or $715,000 over the 20-year duration of the loan compared to a similar bond issue on the open market with an interest rate of 3.5%. RATIONALE: The contract between YCUA and the Charter Township of Ypsilanti is required to specify that YCUA will pay the bond costs with its revenues in exchange for the full faith and credit of the Charter Township of Ypsilanti. RECOMMENDED ACTION: Approval of YCUA Resolution No. 21-12 Approving Contract Relating to Not-to-Exceed $3.6 Million 2022 Wastewater System Bonds for State Street Pump Station and Force Main Improvements SRF Project No. 5719-01 (Charter Township of Ypsilanti).
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.F Request to Approve - YCUA Resolution No. 21-13 Approving Contract Relating to Not-to-Exceed $6.9 Million 2022 Wastewater System Bonds for Snow Road Sanitary Sewer River Crossing (Charter Township of Ypsilanti) DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Tom Colis and Jeff Castro BACKGROUND: Included in your Board materials is a contract with the Charter Township of Ypsilanti regarding the referenced bonds as well as a resolution which approves the contract. The Charter Township of Ypsilanti Board of Trustees is considering the contract at their November 16, 2021 meeting. Tom Colis, our bond counsel, will be at the meeting for a presentation and to answer any questions that the Board may have. This bond issue is related to an upcoming capital improvements project involving the Snow Road sanitary sewer river crossing. The cost for the improvements is estimated at $6.9 million. The current open market interest rate is 3.5%. RATIONALE: The contract between YCUA and the Charter Township of Ypsilanti is required to specify that YCUA will pay the bond costs with its revenues in exchange for the full faith and credit of the Charter Township of Ypsilanti. RECOMMENDED ACTION: Approval of YCUA Resolution No. 21-13 Approving Contract Relating to Not-to-Exceed $6.9 Million 2022 Wastewater System Bonds for Snow Road Sanitary Sewer River Crossing (Charter Township of Ypsilanti). - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.G Request to Approve – Authorization to Connect Van Buren Township Customer to YCUA Water System DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Scott D. Westover BACKGROUND: Included in your Board materials is a memo from YCUA Engineering Manager Scott D. Westover requesting authorization to allow 7029 Rawsonville Road in Van Buren Township, Wayne County to connect to the Authority’s water supply system in Rawsonville Road. Van Buren Township has indicated they do not have any existing water supply infrastructure in Rawsonville Road in the vicinity of the subject property and that they do not have any objection to
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the proposed water service connection. An e-mail message from Van Buren Township Supervisor Kevin McNamara, confirming their willingness to allow for the proposed water service connection to the subject property, is also included. Similar to other properties that connect to utilities across municipal boundaries, a three-party agreement between YCUA, Van Buren Township, and the property owner will need to be executed. A copy of a draft agreement is included. It is recommended that the Board authorize staff to execute such an agreement, upon review and approval by the Authority’s legal counsel, and that the connection of said property be allowed contingent upon execution of the referenced agreement by all three parties and payment of all applicable connection fees to YCUA by the property owner. RATIONALE: Municipalities typically allow customers in other communities to connect to their water and sewer lines if the other community does not have water and sewer available. The agreement spells out the costs associated with the connections, billing practices, and any future construction of additional water and sewer lines. RECOMMENDED ACTION: Authorization to Connect Van Buren Township Customer to YCUA Water System. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.H Fund Balance Report DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Dwayne Harrigan BACKGROUND: The Fund Balance Report for the month is included in your Board materials. Please examine the information and any questions regarding the report or the figures can be answered at the Board meeting. RATIONALE: N/A RECOMMENDED ACTION: Informational only; no motion from the Board required. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.I Financial Report – Authority Net Assets DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Dwayne Harrigan
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BACKGROUND: The Authority Net Assets Report for the month is included in your Board materials. Please examine the information and any questions regarding the report or the figures can be answered at the Board meeting. RATIONALE: N/A RECOMMENDED ACTION: Informational only; no motion from the Board required. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.J Usage Report – Consumption Report DATE PREPARED: November 12, 2021 DATE OF MEETING: November 17, 2021 PRESENTER: Jeff Castro BACKGROUND: The Consumption Report for Authority usage for the month is included in your Board materials. Please examine the information and any questions regarding the report or the figures can be answered at the Board meeting. RATIONALE: N/A RECOMMENDED ACTION: Informational only; no motion from the Board required. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.K Attorney’s Report DATE PREPARED: TBA DATE OF MEETING: November 17, 2021 PRESENTER: Matthew T. Jane BACKGROUND: N/A RATIONALE: N/A RECOMMENDED ACTION: Informational only; no motion from the Board required. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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AGENDA ITEM: 3.L Human Resources Report DATE PREPARED: TBA DATE OF MEETING: November 17, 2021 PRESENTER: Debra Kinde BACKGROUND: N/A RATIONALE: N/A RECOMMENDED ACTION: Informational only; no motion from the Board required. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AGENDA ITEM: 3.M Director’s Report DATE PREPARED: TBA DATE OF MEETING: November 17, 2021 PRESENTER: Jeff Castro BACKGROUND: N/A RATIONALE: N/A RECOMMENDED ACTION: Informational only; no motion from the Board required.
Last Revised: November 12, 2021
Minutes
YPSILANTI COMMUNITY UTILITIES AUTHORITY
BOARD OF COMMISSIONERS MEETING Wednesday, October 27, 2021 – 3:00 p.m.
Via Zoom
Members Present: Michael Bodary, Jon R. Ichesco, Keith P. Jason, Larry J. Doe, and Gloria C. Peterson.
Members Absent: None.
1. CALL TO ORDER: Mr. Bodary called the meeting to order at 3:00 p.m.
2. MINUTES OF THE PREVIOUS MEETING: Motion by Ichesco to receive and file the minutes of the September 22, 2021 meeting as presented. Support by Doe. In favor: Jason, Ichesco, Doe, Peterson, and Bodary. Opposed: None. (Motion carried.)
3. NEW BUSINESS:
A. Request to Approve - YCUA Resolution No. 21-8 re: Retirement for Nadine Runyon – Jeff Castro
Motion by Doe to approve YCUA Resolution No. 21-8 re: Retirement for Nadine Runyon. Support by Jason.
Mr. Castro advised the Board that Nadine Runyon, Lab Industrial Surveillance Technician for YCUA, has completed 16 years and five months of service to the Authority and has requested retirement as of September 27, 2021. He indicated that this resolution announces Ms. Runyon’s retirement and commends her for her service.
Mr. Bodary wished Ms. Runyon good luck in her future endeavors.
In favor: Jason, Ichesco, Doe, Peterson, and Bodary. Opposed: None. (Motion carried.)
BOARD MEETING MINUTES YPSILANTI COMMUNITY UTILITIES AUTHORITY October 27, 2021 Page 2
B. Request for Consideration – Changes to YCUA Board of Commissioners’ 2022 Meeting Schedule re: Thanksgiving and Christmas Holidays – Jeff Castro
Motion by Jason to Approve Changes to YCUA Board of Commissioners’ 2022 Meeting Schedule re: Thanksgiving and Christmas Holidays. Support by Ichesco.
Mr. Castro advised the Board that every year, due to the Thanksgiving and Christmas holidays, the November and December YCUA Board of Commissioners meetings must be moved up one week.
In favor: Jason, Ichesco, Doe, Peterson, and Bodary. Opposed: None. (Motion carried.)
C. Request to Approve – Request to Seek Construction Bids re: Snow Road Sanitary Sewer River Crossing (Restricted Funds Account No. 902-302) – Scott D. Westover
Motion by Doe to approve Request to Seek Construction Bids re: Snow Road Sanitary Sewer River Crossing (Restricted Funds Account No. 902-302). Support by Ichesco.
Mr. Westover advised the Board that this is one of the four projects brought before the Board as an informational item in September. He indicated that involves the parallel pipe under the Huron River upstream of the Snow Road pump station. Mr. Westover explained that he expects bids to go out some time in November with a recommendation for a construction contract award coming back to the Board in December or January.
In favor: Jason, Ichesco, Doe, Peterson, and Bodary. Opposed: None. (Motion carried.)
D. Fund Balance Report – Dwayne Harrigan
Informational only; no motion from the Board required.
E. Financial Report – Authority Net Assets – Dwayne Harrigan
Informational only; no motion from the Board required.
F. Usage Report – Consumption Report – Jeff Castro
Mr. Castro advised the Board that the September month-to-month comparison shows that water sales are up 5.6% and sewer sales are up 11.1%. He indicated that this shows that things are starting out on the right foot for the first month of the new fiscal year.
Mr. Jason inquired as to whether there are any projections on what affect the return of students to the Eastern Michigan University campus will have on sales. Mr. Castro responded that the university returning to 100% capacity will definitely contribute to higher water and sewer consumption.
BOARD MEETING MINUTES YPSILANTI COMMUNITY UTILITIES AUTHORITY October 27, 2021 Page 3
Mr. Harrigan interjected EMU is currently up 111% over last year but there are other things that go into play on the sewer side such as rain events and inflow and infiltration from the contract communities. He added that it is unusual to have water and sewer go up in the same month but that one of the other reasons for the water increase is Augusta’s recent water main breaks as well as the Authority’s annual hydrant winterization project.
Mr. Bodary inquired as to whether the hydrant winterization is complete. Mr. Shaffer responded affirmatively and indicated that over 3,000 hydrants have been winterized and about 80% painted with the rest to be completed in the spring.
Mr. Bodary commented that EMU is experiencing some issues with their swimming pool, so he is confident that their usage would be even higher if their pool was up and running.
Informational only; no motion from the Board required.
G. Attorney’s Report – Matthew T. Jane
Mr. Jane advised the Board that he has nothing to report other than that has been working on FOIA responses and general advising.
Informational only; no motion from the Board required.
H. Human Resources Report – Ms. Kinde advised the Board that, in October, 76 employees participated in one or more of 12 different trainings. She indicated that 12 employees attended the week-long Michigan Public Service Institute (MPSI) training in Mount Pleasant. Ms. Kinde explained that YCUA received its annual liability insurance dividend from the Michigan Municipal League in the amount of $19,807. She pointed out that today is the first day of the Authority’s virtual Open Enrollment roll-out, which she outlined further.
Informational only; no motion from the Board required.
I. Director’s Report - Jeff Castro
Mr. Castro advised the Board that he making preparations for his retirement and a smooth transition for YCUA’s new Executive Director.
Informational only; no motion from the Board required.
4. OLD BUSINESS: There was no Old Business for the month.
5. OTHER BUSINESS: YCUA Director of Service Operations Michael W. Shaffer advised the Board that, in light of the recent high lead level exceedances in Benton Harbor and Hamtramck, he wished to report that the Authority recently received its final lead and copper numbers from the Michigan Department of Environment, Great Lakes, and Energy (EGLE) and Great Lakes Water Authority (GLWA) and the 90% percentile for lead was 8.76 parts per billion (ppb) compared to the allowable 15 ppb, which is well
BOARD MEETING MINUTES YPSILANTI COMMUNITY UTILITIES AUTHORITY October 27, 2021 Page 4
under the limit. Mr. Bodary responded that he had heard that there was a recent exceedance in Manchester as well.
Mr. Castro commented that there is no lead in the water that is delivered and that exceedance results are based on whether a customer has a lead service line between the water main and the home, copper plumbing that was assembled before 1988 with lead-based solder, and / or faucets in the home that were purchased before 2014 which could contain up to 8% lead. He indicated that, unfortunately, the press really doesn’t understand this and doesn’t deliver the right message but that YCUA is taking responsibility to educate its customers about what they can do if they have these issues going on inside their homes. Mr. Castro explained that the Authority is required by the state to replace all lead service lines between the water main and the home within the next 20 years.
Mr. Bodary inquired as to whether the water that YCUA purchases from GLWA is treated to help prevent lead from accumulating on those fixtures. Mr. Castro responded affirmatively and indicated that the orthophosphate corrosion control helps to prevent exceedances, which he explained further.
Mr. Bodary commented that he would like to distribute a public notice and press release in the next couple of months in order to help dispel the misconceptions regarding lead in internal plumbing versus the public water system. Mr. Castro responded that the Authority’s website contains valuable information on this subject on its Quality Water webpage but it could not hurt to supplement this.
Mr. Shaffer interjected that, in 2025, EGLE’s exceedance limit will drop to 12 ppb, which will hurt a lot of communities but YCUA is well below that and will be in very good shape going forward.
6. STATEMENTS AND CHECKS: Motion by Ichesco to pay the current month’s bills in the amount of $4,349,462.73. Support by Doe. In favor: Jason, Ichesco, Doe, Peterson, and Bodary. Opposed: None. (Motion carried.)
7. PUBLIC COMMENTS: There were no Public Comments for the month.
8. CLOSED SESSION: Mr. Bodary recommended adjourning the open session and calling to order a closed session in order to discuss an authorization to fill the executive director position and union negotiations. Motion by Doe to accept the recommendation for adjourning the open session and calling to order a closed session. Support by Peterson. By roll call vote: Ayes: Jason, Ichesco, Doe, Peterson, and Bodary. Nayes: None. (Motion carried)
(The Board then met in closed session at 3:27 p.m.)
9. RETURN TO OPEN SESSION AND ADJOURNMENT: Motion by Doe to return to open session at 4:11 p.m. Support by Ichesco. In favor: Jason, Ichesco, Doe, Peterson, and Bodary. Opposed: None. (Motion carried.)
Motion by Jason to provide Authorization to Fill Executive Director Position with changes to the contract language to reflect the applicable dates in 2025 along with language
BOARD MEETING MINUTES YPSILANTI COMMUNITY UTILITIES AUTHORITY October 27, 2021 Page 5
stating that the employee will be entitled to whatever changes in compensation or benefits become applicable for all contract employees as a result of ongoing union negotiations. Support by Ichesco. In favor: Jason, Ichesco, Doe, Peterson, and Bodary. Opposed: None. (Motion carried.)
Mr. Castro interjected that, once the contract has been amended as discussed and reviewed by counsel and the candidate’s background check has been completed, the contract will be signed with the chair of the Board but that this does not require waiting until the next Board meeting.
Motion by Jason to adjourn the meeting at 4:15 p.m. Support by Doe. In favor: Jason, Ichesco, Doe, Peterson, and Bodary. Opposed: None. (Motion carried.)
Respectfully submitted,
JON R. ICHESCO, Secretary - Treasurer
Memo
Date: November 12, 2021
2777 STATE ROAD YPSILANTI, MI 48198-9112 Telephone No.: 734.484.4600
TO: JEFF CASTRO, Director FROM: SCOTT WESTOVER, P.E., Engineering Manager CC: MIKE SHAFFER, Director of Service Operations RYAN STETLER, Director of Maintenance Operations SREE MULLAPUDI, P.E., Director of Wastewater Operations REFERENCE: CLEAN WATER STATE REVOLVING FUND Resolution to Change the Authorized Representative
Attached with this memorandum please find a draft resolution changing the authorized representative for activities associated with the referenced loan program administered by the Michigan Department Environment, Great Lakes, and Energy (EGLE). As noted in the resolution, the authorized representative for all previous and current projects in the funding program has been designated as the Director of the Authority, with current Director Jeff Castro specifically named. EGLE requires a resolution appointing a new authorized representative. It is recommended that the Authority Board of Commissioners approve the resolution in conjunction with the appointment of the new Director. Should there be any questions, please contact me.
County of Washtenaw, Michigan _____________________________
Minutes of a regular meeting of the Board of Commissioners of the Ypsilanti Community
Utilities Authority, County of Washtenaw, Michigan, held in the Authority, on the 17th day of November, 2021, at 3:00 p.m., prevailing Eastern Time.
PRESENT: Commissioners
ABSENT: Commissioners
The following preamble and resolution were offered by Commissioner ______________ and supported by Commissioner ____________________:
WHEREAS, the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, Michigan, intends to authorize the issuance and sale of its Wastewater System Bonds (City of Ypsilanti and Charter Township of Ypsilanti) pursuant to Act 233, Public Acts of Michigan, 1955, as amended, in an amount not to exceed Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000), for the purpose of defraying the cost of acquiring and constructing improvements to the wastewater treatment plant, consisting of replacement of the primary switchgear for the electrical supply to the plant, together with all necessary appurtenances and attachments thereto, to serve the Charter Township of Ypsilanti (the “Township”) and the City of Ypsilanti (the “City”); and
WHEREAS, a SRF Contract has been prepared among the Authority, the Township and the City to provide for the financing of the cost of acquiring and constructing said improvements, which Contract has been reviewed by the Board of Commissioners.
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The SRF Contract dated as of November 17, 2021 among the Authority, Township and the City is hereby approved and the Chair and Secretary are each authorized to sign the same on behalf of the Authority.
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2. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution are hereby rescinded.
AYES: Commissioners
NAYS: Commissioners
RESOLUTION DECLARED ADOPTED.
JON R. ICHESCO, Secretary – Treasurer
I hereby certify that the attached is a true and complete copy of a resolution adopted by the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, State of Michigan, at a regu.3lar meeting held on the 17th day of November, 2021 and that public notice of said meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act No. 267, Public Acts of Michigan, 1976, as amended, and that minutes of the meeting were kept and will be or have been made available as required by said Act.
JON R. ICHESCO, Secretary – Treasurer
38341488.1/099369.00045
Miller, Canfield, Paddock and Stone, P.L.C.
SRF CONTRACT
THIS SRF CONTRACT, dated as of November 17, 2021, by and among the YPSILANTI COMMUNITY UTILITIES AUTHORITY, a municipal authority and public body corporate of the State of Michigan (hereinafter referred to as the “Authority”), the CHARTER TOWNSHIP OF YPSILANTI (the “Township”) and the CITY OF YPSILANTI (the “City,” together with the Township referred to as the “Local Units”) both located in the County of Washtenaw, Michigan,
WITNESSETH:
WHEREAS, the Authority has been incorporated under the provisions of Act No. 233, Public Acts of Michigan, 1955, as amended (hereinafter referred to as “Act 233”), for the purposes set forth in Act 233 and the Local Units being constituent members of the Authority; and
WHEREAS, it is immediately necessary and imperative for the public health and welfare of the present and future residents of the Local Units to acquire and construct certain improvements to the wastewater treatment plant, consisting of replacement of the primary switchgear for the electrical supply to the plant, together with all necessary appurtenances and attachments thereto be acquired and constructed to service the Local Units (the “Project”); and
WHEREAS, plans and an estimate of cost of said improvements have been prepared by the Authority’s consulting engineers (the “Consulting Engineers”), which said estimate of cost totals not to exceed $3,125,000; and
WHEREAS, each of the Local Units is desirous of having the Authority arrange for the acquisition of said improvements, in order to furnish the residents of each of the Local Units with improved wastewater system services and facilities; and
WHEREAS, the parties hereto have determined that said improvements are essential to the general health, safety and welfare of each of the Local Units; and
WHEREAS, the Authority and the Local Units are each agreeable to the execution of this Contract, by and between themselves, to provide, among other things, for the financing of the cost of the Project; and
WHEREAS, each of the Local Units has approved and authorized the execution of this Contract by resolution of its governing body; and
WHEREAS, this Contract will become effective for each of the Local Units upon expiration of a period of forty-five days following publication by each of the Local Units of its respective notice of intention without filing of a petition for referendum on the question of its entering into this Contract, or if such referendum election be required, then upon approval by the qualified electors of the respective Local Unit;
NOW, THEREFORE, in consideration of the premises and the covenants made herein, THE PARTIES HERETO AGREE AS FOLLOWS:
Miller, Canfield, Paddock and Stone, P.L.C. 2
SECTION 1. The Authority and the Local Units each have previously approved and again approve the establishment of wastewater system improvements in the Local Units under the provisions of Act 233, together with all necessary appurtenances, attachments and rights in land adequate and sufficient to furnish such service to the area of each of the Local Units, as set forth in the plans prepared by the Consulting Engineers.
SECTION 2. The system referred to in Section 1 above is designated as YPSILANTI COMMUNITY UTILITIES AUTHORITY WASTEWATER SYSTEM (City of Ypsilanti and Charter Township of Ypsilanti) (hereinafter sometimes referred to in this Contract as the “System”).
SECTION 3. Each of the Local Units hereby consents to the use by the Authority and any parties contracting with the Authority of the public streets, alleys, lands and rights-of-way in each Local Unit for the purpose of performing the Project.
SECTION 4. The System is designed to serve areas in each of the Local Units as described in the plans prepared by the Consulting Engineers and is immediately necessary to protect and preserve the public health; and each Local Unit does, by these presents, consent to the furnishing of such service through the System pursuant to Section 8 hereof, to the individual users in each Local Unit.
SECTION 5. The Authority and each of the Local Units hereby approve and confirm the plans for the System prepared by the Consulting Engineers and the total estimated cost thereof of not to exceed the sum of $3,125,000 and the Local Units’ combined share thereof (100%) of $3,125,000. Said cost estimate includes all surveys, plans, specifications, acquisition of property for rights-of-way, physical construction necessary to acquire and construct the System, the acquisition of all materials, machinery and necessary equipment, and all engineering, engineering supervision, administrative, legal and financing expenses necessary in connection with the acquisition and construction of the System and the financing thereof.
SECTION 6. The Authority will take bids for the construction of the Project and the Authority shall in no event agree to any contract price or prices as will cause the actual cost thereof to exceed the estimated cost as approved in Section 5 of this Contract unless each of the Local Units, by resolution of its legislative body, (a) approves said increased total cost, and (b) agrees to pay such prorated excess over the estimated cost, either in cash or by specifically authorizing the maximum principal amount of bonds to be issued, as provided in Sections 10 and 16 of this Contract, to be increased to an amount which will provide sufficient funds to meet said increased cost, and approves a similar increase in the installment obligations of each Local Unit, if any, pledged under the terms of this Contract to the payment of such bonds.
SECTION 7. The Project shall be constructed by the Authority substantially in accordance with the plans and specifications therefor approved by this Contract. All matters relating to engineering plans and specifications, together with the making and letting of final construction contracts, the approval of work and materials thereunder, and construction supervision, shall be in the control of the Authority. All acquisition of sites and rights-of-way shall be done by the Authority. Each Local Unit’s share of the costs of such acquisition shall be paid from bond proceeds and, in addition, any costs incurred by any Local Units in connection with the acquisition
Miller, Canfield, Paddock and Stone, P.L.C. 3
or construction of the System, including engineering expenses, shall be promptly reimbursed to the Local Unit by the Authority from the proceeds of Authority Bonds.
SECTION 8. The System shall be retained, maintained and operated by the Authority. The parties hereto agree that the System shall be improved upon, operated, administered and maintained for the sole use and benefit of the Local Units and their respective users, including contract customers.
SECTION 9. To provide for the construction and financing of the Project in accordance with the provisions of Act 233, the Authority shall take the following steps:
(a) Immediately after execution hereof, the Authority will promptly take steps to adopt a resolution providing for the issuance of its bonds, in one or more series, in the aggregate principal amount of not to exceed $3,125,000 (except as otherwise authorized pursuant to Section 16 of this Contract) to finance each of the Local Units’ share of the cost of the System. Said bonds shall mature serially, as authorized by law, and shall be secured by the contractual obligations of each Local Unit in this Contract. After due adoption of the resolution, the Authority will take all necessary legal procedures and steps necessary to effectuate the sale and delivery of said bonds to the Michigan Finance Authority.
(b) The Authority shall take all steps necessary to take bids for and enter into
and execute final acquisition and construction contracts for the construction of the Project as specified and approved hereinbefore in this Contract, in accordance with the plans and specifications therefor based on the plans as approved by this Contract. Said contracts shall specify a completion date agreeable to each Local Unit and the Authority.
(c) The Authority will require and procure from the contractor or contractors
undertaking the actual construction of the Project necessary and proper bonds to guarantee the performance of the contract or contracts and such labor and material bonds as may be required by law.
(d) The Authority, upon receipt of the proceeds of sale of the bonds, will
comply with all provisions and requirements provided for in the resolution authorizing the issuance of the bonds and this Contract relative to the disposition and use of the proceeds of sale of the bonds.
(e) The Authority may temporarily invest any bond proceeds or other funds
held by it for the benefit of each Local Unit as permitted by law and investment income shall accrue to and follow the fund producing such income. The Authority shall not, however, invest, reinvest or accumulate any moneys deemed to be proceeds of the bonds pursuant to §148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder (the “Code”), in such a manner as to cause the bonds to be “arbitrage bonds” within the meaning of Code § 103(b)(2) and §148.
SECTION 10. The cost of the System shall be charged to and paid by each Local Unit to
the Authority in the manner and at the times herein set forth.
Miller, Canfield, Paddock and Stone, P.L.C. 4
The cost of the Project to be financed with the issuance of one or more series of bonds of the Authority ($3,125,000) shall be paid by the Local Units to the Authority in annual installments (corresponding to principal payments on each series of the bonds on the next April 1st of each year) on March 15 of each year, as follows:
Each Local Unit shall pay its Local Unit Share (as hereinafter defined) of each payment
required to be made by the Local Units to the Authority pursuant to this Section 10 of the Contract. “Local Unit Share” means initially for each Local Unit, the percentage of each payment as follows:
Charter Township of Ypsilanti 75.77%
City of Ypsilanti 24.23%
The Local Unit Share is subject to adjustment on an annual basis based upon existing agreements between the Local Units.
It is understood and agreed that the bonds of the Authority hereinbefore referred to will be issued in anticipation of the above contractual obligation, with principal installments on April 1 of each year, commencing with the year 2022, corresponding to the principal amount of the above installments, and each Local Unit shall also pay to the Authority in addition to said principal installments, on March 15 and September 15 of each year, commencing on March 15, 2022 as accrued interest on the principal amount remaining unpaid, an amount sufficient to pay all interest, not to exceed two percent (2.0%) per annum, due on the next succeeding interest payment date (April 1 and October 1, respectively), on the installment portions of said bonds of the Authority from time to time outstanding. From time to time as other costs and expenses accrue to the Authority from handling of the payments made by each Local Unit, or from other actions taken in
Miller, Canfield, Paddock and Stone, P.L.C. 5
connection with the System, the Authority shall notify each Local Unit of the amount of such fees and other costs and expenses, and each Local Unit shall, within thirty (30) days from such notification, remit to the Authority sufficient funds to meet such fees and other costs and expenses. The principal payment date may be adjusted to October 1 at the time the bonds are sold to the Michigan Finance Authority but shall be payable in not more than twenty annual installments.
Should cash payment be required from each Local Unit in addition to the amounts specified in the preceding paragraph to meet additional costs of constructing the System, each Local Unit shall, upon written request by the Authority, furnish to the Authority written evidence of their agreement and ability to make such additional cash payments, and the Authority may elect not to proceed with the acquisition or financing of the System until such written evidence, satisfactory to the Authority, has been received by it. Each Local Unit shall pay to the Authority such additional cash payments within thirty (30) days after written request for such payment has been delivered by the Authority to such Local Unit.
The Authority shall, within thirty (30) days after the delivery of the bonds of the Authority hereinbefore referred to, furnish each Local Unit with a complete schedule of installments of principal and interest thereon, and the Authority shall also (a) at least sixty (60) days prior to January 1 of each year, commencing in 2022, advise each Local Unit, in writing, of the exact amount of interest installment due on the Authority bonds on the next succeeding April 1, and payable by each Local Unit on March 15, as hereinbefore provided, and the exact amount of principal and interest installments due on the bonds of the Authority on the next succeeding October 1, and payable by each Local Unit on September 15, as hereinbefore provided.
If any principal installment or interest installment is not paid when due, the amount not so paid shall be subject to a penalty, in addition to interest, of one percent (1%) thereof for each month or fraction thereof that the same remains unpaid after the due date.
SECTION 11. Each Local Unit, pursuant to the authorization contained in Act 233, hereby irrevocably pledges its limited tax full faith and credit for the prompt and timely payment of its respective obligations pledged for bond payments as expressed in this Contract, and shall each year, commencing with the fiscal year commencing January 1, 2022 for the Township and July 1, 2021 for the City set aside sufficient general fund moneys to make the payments, and, if necessary, levy an ad valorem tax on all the taxable property in the Local Unit, subject to applicable constitutional, statutory and charter tax rate limitations, in an amount which, taking into consideration estimated delinquencies in tax collections, will be sufficient to pay such obligations under this Contract becoming due before the time of the following year’s tax collections. Nothing herein contained shall be construed to prevent the Local Unit from using any, or any combination of, means and methods provided in Section 7 of Act 233, as now or hereafter amended, including revenues derived from user charges or special assessments, for the purpose of providing funds to meet its obligations under this Contract, 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.
SECTION 12. Each Local Unit may pay in advance any of the payments required to be made by this Contract, in which event the Authority shall credit the respective Local Unit with such advance payment on future due payments to the extent of such advance payment.
Miller, Canfield, Paddock and Stone, P.L.C. 6
SECTION 13. Each Local Unit may pay additional moneys over and above any of the payments specified in this Contract, with the written request that such additional funds be used to prepay installments, in which event the Authority shall be obligated to apply and use said moneys for such purpose to the fullest extent possible. Such moneys shall not then be credited as advance payments under the provisions of Section 12 of this Contract.
SECTION 14. In the event a Local Unit shall fail for any reason to pay to the Authority at the times specified the amounts required to be paid by the provisions of this Contract, the Authority shall immediately give notice of such default and the amount thereof, in writing, to the Treasurer of such Local Unit, the Treasurer of the County of Washtenaw, the Treasurer of the State of Michigan, and such other officials charged with disbursement to such Local Unit of funds returned by the State and now or hereafter under Act 233 available for pledge, as provided in this paragraph and in Section 12a of Act 233, and if such default is not corrected within ten (10) days after such notification, the State Treasurer, or other appropriate official charged with disbursement to such Local Unit of the aforesaid funds, is, by these presents, specifically authorized by the Local Unit, to the extent permitted by law, to withhold from the aforesaid funds the maximum amount necessary to cure said deficit and to pay said sums so withheld to the Authority, to apply on the obligations of such Local Unit as herein set forth. Any such moneys so withheld and paid shall be considered to have been paid to the Local Unit within the meaning of the Michigan Constitution and statutes, the purpose of this provision being voluntarily to pledge and authorize the use of said funds owing to such Local Unit to meet any past-due obligations of such Local Unit due under the provisions of this Contract. In addition to the foregoing, the Authority shall have all other rights and remedies provided by law to enforce the obligations of each Local Unit to make its respective payments in the manner and at the times required by this Contract, including the right of the Authority to direct each Local Unit to make a tax levy to reimburse the Authority for any funds advanced.
SECTION 15. It is specifically recognized by each Local Unit that the debt service payments required to be made by each pursuant to the terms of Section 10 of this Contract are to be pledged for and used to pay the principal installments of and interest on with respect to the bonds to be issued by the Authority as provided by this Contract and authorized by law, and each Local Unit covenants and agrees that it will make all required payments to the Authority promptly and at the times herein specified without regard to whether the System is actually completed or placed in operation.
SECTION 16. If the proceeds of the sale of the bonds to be issued by the Authority are for any reason insufficient to complete each Local Unit’s share of the cost of the System, the Authority shall automatically be authorized to issue additional bonds in an aggregate principal amount sufficient to pay the respective Local Unit’s share of completing the System and to increase the annual payments required to be made by each Local Unit in an amount so that the total payments required to be made as increased will be sufficient to meet the annual principal and interest requirements on the bonds herein authorized plus the additional bonds to be issued. It is expressly agreed between the parties hereto that the Authority shall issue bonds pursuant to this Contract and each Local Unit shall be committed to retire such amount of bonds as may be necessary to pay each Local Unit’s share of the costs of the System whether or not in excess of those presently estimated herein. Any such additional bonds shall comply with the requirements of Act 233 and any increase in the annual payments shall be made in the manner and at the times specified in this
Miller, Canfield, Paddock and Stone, P.L.C. 7
Contract. In lieu of such additional bonds, each Local Unit may pay over to the Authority, in cash, sufficient moneys to complete each Local Unit’s share of the System.
SECTION 17. After completion of the System and payment of all costs thereof, any surplus remaining from the proceeds of sale of bonds shall be used by the Authority for either of the following purposes, at the sole option of and upon request made by resolution of any Local Unit, to wit: (a) for additional improvements to the System or for other projects of the Authority undertaken on behalf of said Local Units; subject to approval of the Authority; or (b) credited by the Authority toward the next payments due the Authority by said Local Units hereunder.
SECTION 18. The obligations and undertakings of each of the parties to this Contract shall be conditioned on the successful issuance and sale of the bonds pursuant to Act 233, and if for any reason whatsoever said bonds are not issued and sold within two (2) years from the date of this Contract, this Contract, except for payment of preliminary expenses and ownership of engineering data, shall be considered void and of no force and effect.
SECTION 19. The Authority and Local Units each recognize that the owners of the bonds issued by the Authority under the provisions of Act 233 to finance the cost of the System will have contractual rights in this Contract, and it is, therefore, covenanted and agreed by the Authority and each Local Unit 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 which would in any manner materially affect either the security of the bonds or the prompt payment of principal or interest thereon. The Local Units and the Authority each further covenant and agree that each will comply with its respective duties and obligations under the terms of this Contract promptly at the times and in the manner herein set forth, and will not suffer to be done any act which would in any way impair the said bonds, the security therefor, or the prompt payment of principal and interest thereon. It is hereby declared that the terms of this Contract insofar as they pertain to the security of any such bonds shall be deemed to be for the benefit of the owners of said bonds.
SECTION 20. This Contract shall remain in full force and effect from the effective date hereof (as provided in Section 23) until the bonds issued by the Authority are paid in full, but in any event not to exceed a period of thirty (30) years. At such time within said 30-year term as all of said bonds are paid, this Contract shall be terminated. In any event, the obligation of each Local Unit to make payments required by this Contract shall be terminated at such time as all of said bonds are paid in full, together with any deficiency or penalty thereon.
SECTION 21. The parties hereto hereby expressly agree that the Authority shall not be liable for and each Local Unit shall, to the extent legally available, pay, indemnify and save the Authority harmless of, from and against all liability of any nature whatever regardless of the nature in which such liability may arise, for any and all claims, actions, demands, expenses, damages and losses of every conceivable kind whatsoever (including, but not limited to, liability for injuries to or death of persons and damages to or loss of property) asserted by or on behalf of any person, firm, corporation or governmental authority arising out of, resulting from, or in any way connected with the Project; the ownership, acquisition, construction, operation, maintenance and repair of the System; this Contract; or the issuance, sale and delivery of the bonds herein described. It is the intent of the parties that the Authority be held harmless by each Local Unit from liability for such claims, actions, demands, expenses, damages and losses, however caused or however arising,
Miller, Canfield, Paddock and Stone, P.L.C. 8
including, but not limited to, to the extent not prohibited by law, such claims, actions, demands, expenses, damages and losses even though caused, occasioned or contributed to by the negligence, sole or concurrent, of the Authority or by negligence for which the Authority may be held liable. In any action or proceeding brought about by reason of any such claim or demand, each Local Unit, to the extent legally available, will also pay, indemnify and save the Authority harmless from and against all costs, reasonable attorneys’ fees and disbursements of any kind or nature incidental to or incurred in said defense, and will likewise pay all sums required to be paid by reason of said claims, demands, or any of them, in the event it is determined that there is any liability on the part of the Authority. Upon the entry of any final judgment by a court of competent jurisdiction or a final award by an arbitration panel against the Authority on any claim, action, demand, expense, damage or loss contemplated by this Section and notwithstanding that the Authority has not paid the same, each Local Unit shall be obligated to pay to the Authority, upon written demand therefor, the amount thereof not more than sixty (60) days after such demand is made. In the event that any action or proceeding is brought against the Authority by reason of any such claims or demands, whether said claims or demands are groundless or not, each Local Unit shall, upon written notice and demand from the Authority, but not without written consent of the Authority, settle any such action in the proceeding. Notwithstanding the foregoing, nothing contained in this Section shall be construed to indemnify or release the Authority against or from any liability which it would otherwise have arising from the wrongful or negligent actions or failure to act on the part of the Authority’s employees, agents or representatives with respect to matters not related to the ownership, acquisition, construction, operation, maintenance or repair of the System, this Contract or the issuance, sale or delivery of the bonds herein described.
SECTION 22. This Contract shall inure to the benefit of and be binding upon the respective parties hereto, their successors and assigns.
SECTION 23. This Contract shall become effective upon (i) approval by each legislative body of the Local Unit, (ii) approval by the Board of the Authority, (iii) expiration of the forty-five day period following publication by each Local Unit of its notice of intention without filing of a petition for referendum on the question of its entering into this Contract, or if such referendum election be required, then upon approval by the qualified electors of such Local Unit, and (iv) due execution by the Supervisor and Township Clerk of the Township, the Mayor and City Clerk of the City and by the Chair and Secretary of the Authority.
SECTION 24. In the event construction bids are received by the Authority pursuant to Section 9 hereof and such bids are below the Consulting Engineers’ estimates thus necessitating a smaller amount of Bonds for each Local Unit’s share to be issued than $3,125,000, the Authority shall be automatically authorized to reduce the amount of Bonds sold and the annual principal installments specified in Section 10 of this Contract shall be automatically revised according to the new debt service schedule for the Bonds, without the necessity of publication of notice of such revision.
SECTION 25. This Contract may be executed in several counterparts.
Miller, Canfield, Paddock and Stone, P.L.C. 9
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written. In the presence of: YPSILANTI COMMUNITY UTILITIES
AUTHORITY By: MICHAEL BODARY, Chair By: JON R. ICHESCO, Secretary – Treasurer In the presence of: CHARTER TOWNSHIP OF
YPSILANTI By: Supervisor By: Township Clerk In the presence of: CITY OF YPSILANTI By: Mayor By: City Clerk 38296362.1/099369.00045
Miller, Canfield, Paddock and Stone, P.L.C.
YCUA RESOLUTION No. 21-11 APPROVING CONTRACT (City/M-17 and US-12 Water System Improvements)
Ypsilanti Community Utilities Authority County of Washtenaw, Michigan
_____________________________
Minutes of a regular meeting of the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, Michigan, held in the Authority, on the 17th day of November, 2021, at 3:00 p.m., prevailing Eastern Time.
PRESENT: Commissioners
ABSENT: Commissioners
The following preamble and resolution were offered by Commissioner ______________ and supported by Commissioner ____________________:
WHEREAS, the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, Michigan, intends to authorize the issuance and sale of its Water Supply System Bonds (City of Ypsilanti) pursuant to Act 233, Public Acts of Michigan, 1955, as amended, in an amount not to exceed Eleven Million Nine Hundred Thousand Dollars ($11,900,000), for the purpose of defraying the cost of acquiring and constructing certain water supply system improvements, consisting of the acquisition, construction and installation of various water main and related improvements on Washtenaw Avenue between West Cross Street and Hamilton Street, Hamilton Street between Washtenaw Avenue and I-94, Huron Street between I-94 and West Cross Street, and Michigan Avenue between Huron Street and Hamilton Street, together with all necessary appurtenances and attachments thereto, to serve the City of Ypsilanti (the “City”); and
WHEREAS, an Act 233 Contract has been prepared among the Authority and the City to provide for the financing of the cost of acquiring and constructing said improvements, which Contract has been reviewed by the Board of Commissioners.
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The Act 233 Contract dated as of November 17, 2021 among the Authority and the City is hereby approved and the Chair and Secretary are each authorized to sign the same on behalf of the Authority.
Miller, Canfield, Paddock and Stone, P.L.C. 2
2. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution are hereby rescinded.
AYES: Commissioners
NAYS: Commissioners
RESOLUTION DECLARED ADOPTED.
JON R. ICHESCO, Secretary – Treasurer
I hereby certify that the attached is a true and complete copy of a resolution adopted by the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, State of Michigan, at a regular meeting held on the 17th day of November, 2021 and that public notice of said meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act No. 267, Public Acts of Michigan, 1976, as amended, and that minutes of the meeting were kept and will be or have been made available as required by said Act.
JON R. ICHESCO, Secretary – Treasurer
38346759.1/099369.00045
Miller, Canfield, Paddock and Stone, P.L.C.
CONTRACT
THIS CONTRACT, dated as of November 17, 2021, by and between the YPSILANTI COMMUNITY UTILITIES AUTHORITY, a municipal authority and public body corporate of the State of Michigan (hereinafter referred to as the “Authority”), and the CITY OF YPSILANTI (hereinafter referred to as the “Local Unit”) located in the County of Washtenaw, Michigan,
WITNESSETH:
WHEREAS, the Authority has been incorporated under the provisions of Act No. 233, Public Acts of Michigan, 1955, as amended (hereinafter referred to as “Act 233”), for the purposes set forth in Act 233 and the Local Unit being a constituent member of the Authority; and
WHEREAS, it is immediately necessary and imperative for the public health and welfare of the present and future residents of the Local Unit that certain water supply system improvements in the Local Unit, consisting of the acquisition, construction and installation of various water main and related improvements on Washtenaw Avenue between West Cross Street and Hamilton Street, Hamilton Street between Washtenaw Avenue and I-94, Huron Street between I-94 and West Cross Street, and Michigan Avenue between Huron Street and Hamilton Street, together with all necessary appurtenances and attachments thereto, to service the Local Unit; and
WHEREAS, plans and an estimate of cost of said improvements have been prepared by the Authority’s consulting engineers (the “Consulting Engineers”), which said estimate of cost totals not to exceed $11,900,000; and
WHEREAS, the Local Unit is desirous of having the Authority arrange for the acquisition of said improvements, in order to furnish the residents of the Local Unit with improved water supply system services and facilities; and
WHEREAS, the parties hereto have determined that said improvements are essential to the general health, safety and welfare of the Local Unit; and
WHEREAS, the Authority and the Local Unit are each agreeable to the execution of this Contract by and between themselves, the Contract to provide, among other things, for the financing of the cost of said improvements; and
WHEREAS, the Local Unit has approved and authorize the execution of this Contract by resolution of its governing body; and
WHEREAS, this Contract will become effective for the Local Unit upon expiration of a period of forty-five days following publication by the Local Unit of its notice of intention without filing of a petition for referendum on the question of its entering into this Contract, or if such referendum election be required, then upon approval by the qualified electors of the Local Unit.
Miller, Canfield, Paddock and Stone, P.L.C. 2
NOW, THEREFORE, in consideration of the premises and the covenants made herein, THE PARTIES HERETO AGREE AS FOLLOWS:
SECTION 1. Approval of Improvements. The Authority and the Local Unit again approve the establishment of water supply system improvements in the Local Unit under the provisions of Act 233, together with all necessary appurtenances, attachments and rights in land adequate and sufficient to furnish such service to the area of the Local Unit, as set forth in the plans prepared by the Consulting Engineers.
SECTION 2. Designation of System. The system referred to in Section 1 above is hereby designated as YPSILANTI COMMUNITY UTILITIES AUTHORITY WATER SUPPLY SYSTEM (City of Ypsilanti) (hereinafter sometimes referred to in this Contract as the “System”).
SECTION 3. Local Unit Consents of Public Rights of Way. The Local Unit hereby consents to the use by the Authority and any parties contracting with the Authority of the public streets, alleys, lands and rights-of-way in such Local Unit for the purpose of constructing, operating and maintaining the System and any improvements, enlargements and extensions thereto.
SECTION 4. Local Unit Consent to Service. The System is designed to serve areas in the Local Unit as described in the plans prepared by the Consulting Engineers and is immediately necessary to protect and preserve the public health; and the Local Unit does, by these presents, consent to the furnishing of such service through the System pursuant to Section 8 hereof, to the individual users in the Local Unit.
SECTION 5. Approval of Plans and Cost Estimate. The Authority and the Local Unit hereby approve and confirm the plans for the System prepared by the Consulting Engineers and the total estimated cost thereof of not to exceed the sum of $11,900,000 and the Local Unit’s share thereof of not to exceed $11,900,000. Said cost estimate includes all surveys, plans, specifications, acquisition of property for rights-of-way, physical construction necessary to acquire and construct the System, the acquisition of all materials, machinery and necessary equipment, and all engineering, engineering supervision, administrative, legal and financing expenses necessary in connection with the acquisition and construction of the System and the financing thereof.
SECTION 6. Contracts for System Improvements. The Authority will take bids for the acquisition and construction of the System and the Authority shall in no event agree to any contract price or prices as will cause the actual cost thereof to exceed the estimated cost as approved in Section 5 of this Contract unless the Local Unit, by resolution of its legislative body, (a) approves said increased total cost and the Local Unit’s share thereof, and (b) agrees to pay such prorated excess over the estimated cost, either in cash or by specifically authorizing the maximum principal amount of bonds to be issued, as provided in Sections 10 and 16 of this Contract, to be increased to an amount which will provide sufficient funds to meet said increased cost, and approves a similar increase in the installment obligations of the Local Unit, if any, pledged under the terms of this Contract to the payment of such bonds.
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SECTION 7. Acquisition and Construction of System by Authority; Local Unit Payment. The System shall be acquired and constructed by the Authority substantially in accordance with the plans and specifications therefor approved by this Contract. All matters relating to engineering plans and specifications, together with the making and letting of final construction contracts, the approval of work and materials thereunder, and construction supervision, shall be in the control of the Authority. All acquisition of sites and rights-of-way shall be done by the Authority. The Local Unit’s share of the costs of such acquisition shall be paid from bond proceeds and, in addition any costs incurred by the Local Unit in connection with the acquisition or construction of the System, including engineering expenses, shall be promptly reimbursed to the Local Unit by the Authority from the proceeds of Authority Bonds.
SECTION 8. System Operation by Authority; Local Unit Benefit. The System shall be retained, maintained and operated by the Authority. The parties hereto agree that the System shall be acquired, constructed, operated, administered and maintained for the sole use and benefit of the Local Unit and its users.
SECTION 9. Issuance of Bonds by Authority. To provide for the construction and financing of the System in accordance with the provisions of Act 233, the Authority shall take the following steps:
(a) Immediately after execution hereof, the Authority will promptly take steps to adopt a resolution providing for the issuance of its bonds in the principal amount of not to exceed $11,900,000 (except as otherwise authorized pursuant to Section 16 of this Contract) to finance the cost of the System. Said bonds shall mature serially, as authorized by law, and shall be secured by the contractual obligations of the Local Unit in this Contract. After due adoption of the resolution, the Authority will take all necessary legal procedures and steps necessary to effectuate the sale and delivery of said bonds to an underwriter or other qualified purchaser.
(b) The Authority shall take all steps necessary to take bids for and enter into and execute final acquisition and construction contracts for the acquisition and construction of the System as specified and approved hereinbefore in this Contract, in accordance with the plans and specifications therefor based on the plans as approved by this Contract. Said contracts shall specify a completion date agreeable to the Local Unit and the Authority.
(c) The Authority will require and procure from the contractor or contractors undertaking the actual construction and acquisition of the System necessary and proper bonds to guarantee the performance of the contract or contracts and such labor and material bonds as may be required by law.
(d) The Authority, upon receipt of the proceeds of sale of the bonds, will comply with all provisions and requirements provided for in the resolution authorizing the issuance of the bonds and this Contract relative to the disposition and use of the proceeds of sale of the bonds.
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(e) The Authority may temporarily invest any bond proceeds or other funds held by it for the benefit of the Local Unit as permitted by law and investment income shall accrue to and follow the fund producing such income. The Authority shall not, however, invest, reinvest or accumulate any moneys deemed to be proceeds of the bonds pursuant to §148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder (the “Code”), in such a manner as to cause the bonds to be “arbitrage bonds” within the meaning of Code § 103(b)(2) and §148.
SECTION 10. Local Unit Payments. That cost of the System shall be charged to and paid by the Local Unit to the Authority in the manner and at the times herein set forth.
The cost of the System to be financed with the issuance of bonds of the Authority ($11,900,000) shall be paid by the Local Unit to the Authority in annual installments (corresponding to principal payments on the bonds on the next April 1st of each year) on March 15 of each year, as follows:
It is understood and agreed that the bonds of the Authority hereinbefore referred to will be issued in anticipation of the above contractual obligation, with principal installments on April 1 of each year, commencing with the year 2022, corresponding to the principal amount of the above installments, and the Local Unit shall also pay to the Authority in addition to said principal installments, on March 15 and September 15 of each year, commencing on March 15, 2022, as accrued interest on the principal amount remaining unpaid, an amount sufficient to pay all interest, not to exceed five percent (5%) per annum, due on the next succeeding interest payment date (April 1 and October 1, respectively), on the installment portions of said bonds of the Authority from time to time outstanding. From time to time as other costs and expenses accrue to the Authority from handling of the payments made by the Local Unit, or from other
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actions taken in connection with the System, the Authority shall notify the Local Unit of the amount of such fees and other costs and expenses, and the Local Unit shall, within thirty (30) days from such notification, remit to the Authority sufficient funds to meet such fees and other costs and expenses.
Should cash payment be required from the Local Unit in addition to the amounts specified in the preceding paragraph to meet additional costs of constructing the System, the Local Unit shall, upon written request by the Authority, furnish to the Authority written evidence of their agreement and ability to make such additional cash payments, and the Authority may elect not to proceed with the acquisition or financing of the System until such written evidence, satisfactory to the Authority, has been received by it. The Local Unit shall pay to the Authority such additional cash payments within thirty (30) days after written request for such payment has been delivered by the Authority to such Local Unit.
The Authority shall, within thirty (30) days after the delivery of the bonds of the Authority hereinbefore referred to, furnish the Local Unit with a complete schedule of installments of principal and interest thereon, and the Authority shall also (a) at least sixty (60) days prior to January 1 of each year, commencing in 2011, advise the Local Unit, in writing, of the exact amount of principal and interest installments due on the Authority bonds on the next succeeding April 1, and payable by the Local Unit on March 15, as hereinbefore provided, and the exact amount of interest installment due on the bonds of the Authority on the next succeeding October 1, and payable by the Local Unit on September 15, as hereinbefore provided.
If any principal installment or interest installment is not paid when due, the amount not so paid shall be subject to a penalty, in addition to interest, of one percent (1%) thereof for each month or fraction thereof that the same remains unpaid after the due date.
SECTION 11. Local Unit Limited Tax Full Faith and Credit Pledge. The Local Unit, pursuant to the authorization contained in Act 233, hereby irrevocably pledges its limited tax full faith and credit for the prompt and timely payment of its obligations pledged for bond payments as expressed in this Contract, and shall each year, commencing with the fiscal year commencing July 1, 2021, set aside sufficient general fund moneys to make the payments, and, if necessary, levy an ad valorem tax on all the taxable property in the Local Unit, subject to applicable constitutional, statutory and charter tax rate limitations, in an amount which, taking into consideration estimated delinquencies in tax collections, will be sufficient to pay such obligations under this Contract becoming due before the time of the following year’s tax collections. Nothing herein contained shall be construed to prevent the Local Unit from using any, or any combination of, means and methods provided in Section 7 of Act 233, as now or hereafter amended, including revenues derived from user charges or special assessments, for the purpose of providing funds to meet its obligations under this Contract, 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.
SECTION 12. Advance Payment by Local Unit. The Local Unit may pay in advance any of the payments required to be made by this Contract, in which event the Authority shall credit the Local Unit with such advance payment on future due payments to the extent of such
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advance payment.
SECTION 13. Additional Payments by Local Unit. The Local Unit may pay additional moneys over and above any of the payments specified in this Contract, with the written request that such additional funds be used to prepay installments, in which event the Authority shall be obligated to apply and use said moneys for such purpose to the fullest extent possible. Such moneys shall not then be credited as advance payments under the provisions of Section 12 of this Contract.
SECTION 14. Payment Default by Local Unit; Withholding of State Payments. In the event the Local Unit shall fail for any reason to pay to the Authority at the times specified the amounts required to be paid by the provisions of this Contract, the Authority shall immediately give notice of such default and the amount thereof, in writing, to the Treasurer of such Local Unit, the Treasurer of the County of Washtenaw, the Treasurer of the State of Michigan, and such other officials charged with disbursement to the Local Unit of funds returned by the State and now or hereafter under Act 233 available for pledge, as provided in this paragraph and in Section 12a of Act 233, and if such default is not corrected within ten (10) days after such notification, the State Treasurer, or other appropriate official charged with disbursement to such Local Unit of the aforesaid funds, is, by these presents, specifically authorized by the Local Unit, to the extent permitted by law, to withhold from the aforesaid funds the maximum amount necessary to cure said deficit and to pay said sums so withheld to the Authority, to apply on the obligations of the Local Unit as herein set forth. Any such moneys so withheld and paid shall be considered to have been paid to the Local Unit within the meaning of the Michigan Constitution and statutes, the purpose of this provision being voluntarily to pledge and authorize the use of said funds owing to the Local Unit to meet any past-due obligations of such Local Unit due under the provisions of this Contract. In addition to the foregoing, the Authority shall have all other rights and remedies provided by law to enforce the obligations of the Local Unit to make its payments in the manner and at the times required by this Contract, including the right of the Authority to direct the Local Unit to make a tax levy to reimburse the Authority for any funds advanced.
SECTION 15. Local Unit Payment Obligation. It is specifically recognized by the Local Unit that the debt service payments required to be made by it pursuant to the terms of Section 10 of this Contract are to be pledged for and used to pay the principal installments of and interest on with respect to the bonds to be issued by the Authority as provided by this Contract and authorized by law, and the Local Unit covenants and agrees that it will make all required payments to the Authority promptly and at the times herein specified without regard to whether the System is actually completed or placed in operation.
SECTION 16. Additional Bonds. If the proceeds of the sale of the bonds to be issued by the Authority are for any reason insufficient to complete the Local Unit’s share of the cost of the System, the Authority shall automatically be authorized to issue additional bonds in an aggregate principal amount sufficient to pay the Local Unit’s share of completing the System and to increase the annual payments required to be made by the Local Unit in an amount so that the total payments required to be made as increased will be sufficient to meet the annual principal and interest requirements on the bonds herein authorized plus the additional bonds to be issued. It is expressly agreed between the parties hereto that the Authority shall issue bonds pursuant to
Miller, Canfield, Paddock and Stone, P.L.C. 7
this Contract and the Local Unit shall be committed to retire such amount of bonds as may be necessary to pay the Local Unit’s share of the costs of the System whether or not in excess of those presently estimated herein. Any such additional bonds shall comply with the requirements of Act 233 and any increase in the annual payments shall be made in the manner and at the times specified in this Contract. In lieu of such additional bonds, the Local Unit may pay over to the Authority, in cash, sufficient moneys to complete the Local Unit’s share of the System.
SECTION 17. Surplus Bond Proceeds. After completion of the System and payment of all costs thereof, any surplus remaining from the proceeds of sale of bonds shall be used by the Authority for either of the following purposes, at the sole option of and upon request made by resolution of the Local Unit, to wit: (a) for additional improvements to the System or for other projects of the Authority undertaken on behalf of the Local Unit; subject to approval of the Authority; or (b) credited by the Authority toward the next payments due the Authority by the Local Unit hereunder.
SECTION 18. Voidability. The obligations and undertakings of each of the parties to this Contract shall be conditioned on the successful issuance and sale of the bonds pursuant to Act 233, and if for any reason whatsoever said bonds are not issued and sold within two (2) years from the date of this Contract, this Contract, except for payment of preliminary expenses and ownership of engineering data, shall be considered void and of no force and effect.
SECTION 19. Bondholders’ Rights. The Authority and the Local Unit each recognize that the owners from time to time of the bonds issued by the Authority under the provisions of Act 233 to finance the cost of the System will have contractual rights in this Contract, and it is, therefore, covenanted and agreed by the Authority and the Local Unit 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 which would in any manner materially affect either the security of the bonds or the prompt payment of principal or interest thereon. The Local Unit and the Authority each further covenant and agree that each will comply with its respective duties and obligations under the terms of this Contract promptly at the times and in the manner herein set forth, and will not suffer to be done any act which would in any way impair the said bonds, the security therefor, or the prompt payment of principal and interest thereon. It is hereby declared that the terms of this Contract insofar as they pertain to the security of any such bonds shall be deemed to be for the benefit of the owners of said bonds.
SECTION 20. Contract Term. This Contract shall remain in full force and effect from the effective date hereof (as provided in Section 23) until the bonds issued by the Authority are paid in full, but in any event not to exceed a period of thirty (30) years. At such time within said 30-year term as all of said bonds are paid, this Contract shall be terminated. In any event, the obligation of the Local Unit to make payments required by this Contract shall be terminated at such time as all of said bonds are paid in full, together with any deficiency or penalty thereon.
SECTION 21. Indemnification. The parties hereto hereby expressly agree that the Authority shall not be liable for and the Local Unit shall pay, indemnify and save the Authority harmless of, from and against all liability of any nature whatever regardless of the nature in which such liability may arise, for any and all claims, actions, demands, expenses, damages and losses of every conceivable kind whatsoever (including, but not limited to, liability for injuries to
Miller, Canfield, Paddock and Stone, P.L.C. 8
or death of persons and damages to or loss of property) asserted by or on behalf of any person, firm, corporation or governmental authority arising out of, resulting from, or in any way connected with the ownership, acquisition, construction, operation, maintenance and repair of the System, this Contract, or the issuance, sale and delivery of the bonds herein described. It is the intent of the parties that the Authority be held harmless by the Local Unit from liability for such claims, actions, demands, expenses, damages and losses, however caused or however arising, including, but not limited to, to the extent not prohibited by law, such claims, actions, demands, expenses, damages and losses even though caused, occasioned or contributed to by the negligence, sole or concurrent, of the Authority or by negligence for which the Authority may be held liable. In any action or proceeding brought about by reason of any such claim or demand, the Local Unit will also pay, indemnify and save the Authority harmless from and against all costs, reasonable attorneys’ fees and disbursements of any kind or nature incidental to or incurred in said defense, and will likewise pay all sums required to be paid by reason of said claims, demands, or any of them, in the event it is determined that there is any liability on the part of the Authority. Upon the entry of any final judgment by a court of competent jurisdiction or a final award by an arbitration panel against the Authority on any claim, action, demand, expense, damage or loss contemplated by this Section and notwithstanding that the Authority has not paid the same, the Local Unit shall be obligated to pay to the Authority, upon written demand therefor, the amount thereof not more than sixty (60) days after such demand is made. In the event that any action or proceeding is brought against the Authority by reason of any such claims or demands, whether said claims or demands are groundless or not, the Local Unit shall, upon written notice and demand from the Authority, but will not, without written consent of the Authority, settle any such action in the proceeding. Notwithstanding the foregoing, nothing contained in this Section shall be construed to indemnify or release the Authority against or from any liability which it would otherwise have arising from the wrongful or negligent actions or failure to act on the part of the Authority’s employees, agents or representatives with respect to matters not related to the ownership, acquisition, construction, operation, maintenance or repair of the System, this Contract or the issuance, sale or delivery of the bonds herein described.
SECTION 22. Successors and Assigns. This Contract shall inure to the benefit of and be binding upon the respective parties hereto, their successors and assigns.
SECTION 23. Effectiveness of Contract. This Contract shall become effective upon (i) approval by the legislative body of the Local Unit, (ii) approval by the Board of the Authority, (iii) expiration of the forty-five day period following publication by the Local Unit of its notice of intention without filing of a petition for referendum on the question of its entering into this Contract, or if such referendum election be required, then upon approval by the qualified electors of the Local Unit, and (iv) due execution by the Supervisor and Township Clerk of the Local Unit and by the Chair and Secretary of the Authority.
SECTION 24. Downward Adjustment of Bond Amount. In the event construction bids are received by the Authority pursuant to Section 9 hereof and such bids are below the Consulting Engineers’ estimates thus necessitating a smaller amount of Bonds for the Local Unit’s share to be issued than $11,900,000, the Director of the Authority and the Treasurer of the Local Unit are each authorized on behalf of the Authority and the Local Unit, respectively, to agree to a revised principal amount of the Bonds and a revised maturity schedule and to approve the same as an addendum to this Contract. If a lower amount of Bonds is required and if such
Miller, Canfield, Paddock and Stone, P.L.C. 9
lower amount and revised maturity schedule is agreed to and approved by the Director of the Authority and the Treasurer, respectively, this Contract shall be construed as referring to the reduced principal amount of said Bonds and the revised maturity schedule therefor.
SECTION 25. Counterparts. This Contract may be executed in several counterparts.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.
In the presence of: YPSILANTI COMMUNITY UTILITIES
AUTHORITY By: MICHAEL BODARY, Chair By: JON R. ICHESCO, Secretary - Treasurer In the presence of: CITY OF YPSILANTI By: Mayor By: City Clerk 38296557.1/099369.00045
Miller, Canfield, Paddock and Stone, P.L.C.
YCUA RESOLUTION No. 21-12 APPROVING CONTRACT (Township/State Street Pump Station)
Ypsilanti Community Utilities Authority
County of Washtenaw, Michigan _____________________________
Minutes of a regular meeting of the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, State of Michigan, held in the Authority, on the 17th day of November, 2021, at 3:00 p.m., prevailing Eastern Time. PRESENT: Commissioners ABSENT: Commissioners
The following preamble and resolution were offered by Commissioner ______________
and supported by Commissioner ____________________: WHEREAS, the Board of Commissioners of the Ypsilanti Community Utilities
Authority, County of Washtenaw, State of Michigan, intends to authorize the issuance and sale of its Wastewater System Bonds (Charter Township of Ypsilanti) pursuant to Act 233, Public Acts of Michigan, 1955, as amended, in an amount of not to exceed Three Million Six Hundred Thousand Dollars ($3,600,000), for the purpose of defraying the cost of acquiring and constructing certain wastewater system improvements, consisting of the acquisition, construction and installation of improvements to the State Street pump station in the Charter Township of Ypsilanti (the “Township”), including replacement and extension of force main further from the facility, together with all necessary appurtenances and attachments thereto, to service the Township; and
WHEREAS, an SRF Contract has been prepared between the Authority and the
Township to provide for the financing of the cost of acquiring and constructing said improvements, which Contract has been reviewed by the Board of Commissioners.
NOW, THEREFORE, BE IT RESOLVED THAT: 1. The SRF Contract dated as of November 17, 2021 between the Authority and the
Township is hereby approved and the Chair and Secretary are each authorized to sign the same on behalf of the Authority.
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2. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution be and the same hereby are rescinded. AYES: Commissioners NAYS: Commissioners
RESOLUTION DECLARED ADOPTED.
JON R. ICHESCO, Secretary – Treasurer
I hereby certify that the attached is a true and complete copy of a resolution adopted by the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, State of Michigan, at a regular meeting held on the 17th day of November, 2021 and that public notice of said meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act No. 267, Public Acts of Michigan, 1976, as amended, and that minutes of said meeting were kept and will be or have been made available as required by said Act.
JON R. ICHESCO, Secretary – Treasurer
38342251.1/099369.00045
State Street Pump Station
SRF CONTRACT
THIS SRF CONTRACT, dated as of November 17, 2021, by and between the YPSILANTI COMMUNITY UTILITIES AUTHORITY, a municipal authority and public body corporate of the State of Michigan (hereinafter referred to as the “Authority”), and the CHARTER TOWNSHIP OF YPSILANTI (hereinafter referred to as the “Local Unit”) located in the County of Washtenaw, Michigan,
WITNESSETH:
WHEREAS, the Authority has been incorporated under the provisions of Act No. 233, Public Acts of Michigan, 1955, as amended (hereinafter referred to as “Act 233”), for the purposes set forth in Act 233 and the Local Unit being a constituent member of the Authority; and
WHEREAS, it is immediately necessary and imperative for the public health and welfare of the present and future residents of the Local Unit to acquire and construct certain wastewater system improvements in the Local Unit, consisting of the acquisition, construction and installation of improvements to the State Street pump station in the Local Unit, including replacement and extension of force main further from the facility, together with all necessary appurtenances and attachments thereto, to serve the Local Unit; and
WHEREAS, plans and an estimate of cost of said improvements have been prepared by the Authority’s consulting engineers (the “Consulting Engineers”), which said estimate of cost totals not to exceed $3,600,000; and
WHEREAS, the Local Unit is desirous of having the Authority arrange for the acquisition of said improvements, in order to furnish the residents of the Local Unit with improved sanitary sewer system services and facilities; and
WHEREAS, the parties hereto have determined that said improvements are essential to the general health, safety and welfare of the Local Unit; and
WHEREAS, the Authority and the Local Unit are each agreeable to the execution of this Contract by and between themselves, the Contract to provide, among other things, for the financing of the cost of said improvements; and
WHEREAS, the Local Unit has approved and authorized the execution of this Contract by resolution of its governing body; and
WHEREAS, this Contract will become effective for the Local Unit upon expiration of a period of forty-five days following publication by the Local Unit of its notice of intention without filing of a petition for referendum on the question of its entering into this Contract, or if such referendum election be required, then upon approval by the qualified electors of the Local Unit;
NOW, THEREFORE, in consideration of the premises and the covenants made herein, THE PARTIES HERETO AGREE AS FOLLOWS:
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SECTION 1. Approval of Improvements. The Authority and the Local Unit again approve the establishment of sanitary sewer system improvements in the Local Unit under the provisions of Act 233, consisting of the replacement and extension of force main, together with all necessary appurtenances and attachments thereto, to serve the Local Unit, as set forth in the plans prepared by the Consulting Engineers.
SECTION 2. Designation of System. The system referred to in Section 1 above is hereby designated as YPSILANTI COMMUNITY UTILITIES AUTHORITY WASTEWATER SYSTEM (Charter Township of Ypsilanti) (hereinafter sometimes referred to in this Contract as the “System”).
SECTION 3. Local Unit Consent to Use of Public Rights of Way. The Local Unit hereby consents to the use by the Authority and any parties contracting with the Authority of the public streets, alleys, lands and rights-of-way in such Local Unit for the purpose of constructing, operating and maintaining the System and any improvements, enlargements and extensions thereto.
SECTION 4. Local Unit Consent to Service. The System is designed to serve areas in the Local Unit as described in the plans prepared by the Consulting Engineers and is immediately necessary to protect and preserve the public health; and the Local Unit does, by these presents, consent to the furnishing of such service through the System pursuant to Section 8 hereof, to the individual users in the Local Unit.
SECTION 5. Approval of Plans and Cost Estimate. The Authority and the Local Unit hereby approve and confirm the plans for the System prepared by the Consulting Engineers and the total estimated cost thereof of not to exceed the sum of $3,600,000 and the Local Unit’s share thereof of not to exceed $3,600,000. Said cost estimate includes all surveys, plans, specifications, acquisition of property for rights-of-way, physical construction necessary to acquire and construct the System, the acquisition of all materials, machinery and necessary equipment, and all engineering, engineering supervision, administrative, legal and financing expenses necessary in connection with the acquisition and construction of the System and the financing thereof.
SECTION 6. Contracts for System Improvements; Cost Increases. The Authority will take bids for the acquisition and construction of the System and the Authority shall in no event agree to any contract price or prices as will cause the actual cost thereof to exceed the estimated cost as approved in Section 5 of this Contract unless the Local Unit, by resolution of its legislative body, (a) approves said increased total cost and the Local Unit’s share thereof, and (b) agrees to pay such prorated excess over the estimated cost, either in cash or by specifically authorizing the maximum principal amount of bonds to be issued, as provided in Sections 10 and 16 of this Contract, to be increased to an amount which will provide sufficient funds to meet said increased cost, and approves a similar increase in the installment obligations of the Local Unit, if any, pledged under the terms of this Contract to the payment of such bonds.
SECTION 7. Acquisition and Construction of System by Authority; Local Unit Payment. The System shall be acquired and constructed by the Authority substantially in accordance with the plans and specifications therefor approved by this Contract. All matters relating to engineering plans and specifications, together with the making and letting of final construction
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contracts, the approval of work and materials thereunder, and construction supervision, shall be in the control of the Authority. All acquisition of sites and rights-of-way shall be done by the Authority. The Local Unit’s share of the costs of such acquisition shall be paid from bond proceeds and, in addition any costs incurred by the Local Unit in connection with the acquisition or construction of the System, including engineering expenses, shall be promptly reimbursed to the Local Unit by the Authority from the proceeds of Authority bonds as described in Section 9 hereof.
SECTION 8. System Operation by Authority; Local Unit Benefit. The System shall be retained, maintained and operated by the Authority. The parties hereto agree that the System shall be acquired, constructed, operated, administered and maintained for the sole use and benefit of the Local Unit and its users.
SECTION 9. Issuance of Bonds by Authority. To provide for the construction and financing of the System in accordance with the provisions of Act 233, the Authority shall take the following steps:
(a) Immediately after execution hereof, the Authority will promptly take steps to adopt a resolution providing for the issuance of its bonds, in one or more series, in the aggregate principal amount of not to exceed $3,600,000 (except as otherwise authorized pursuant to Section 16 of this Contract) to finance the cost of the System. Said bonds shall mature serially, as authorized by law, and shall be secured by the contractual obligations of the Local Unit in this Contract. After due adoption of the resolution, the Authority will take all necessary legal procedures and steps necessary to effectuate the sale and delivery of said bonds to the Michigan Finance Authority.
(b) The Authority shall take all steps necessary to take bids for and enter into and execute final acquisition and construction contracts for the acquisition and construction of the System as specified and approved hereinbefore in this Contract, in accordance with the plans and specifications therefor based on the plans as approved by this Contract. Said contracts shall specify a completion date agreeable to the Local Unit and the Authority.
(c) The Authority will require and procure from the contractor or contractors undertaking the actual construction and acquisition of the System necessary and proper bonds to guarantee the performance of the contract or contracts and such labor and material bonds as may be required by law.
(d) The Authority, upon receipt of the proceeds of sale of the bonds, will comply with all provisions and requirements provided for in the resolution authorizing the issuance of the bonds and this Contract relative to the disposition and use of the proceeds of sale of the bonds.
(e) The Authority may temporarily invest any bond proceeds or other funds held by it for the benefit of the Local Unit as permitted by law and investment income shall accrue to and follow the fund producing such income. The Authority shall not, however, invest, reinvest or accumulate any moneys deemed to be proceeds of the bonds pursuant to §148 of the Internal Revenue Code of 1986, as amended, and the applicable
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regulations thereunder (the “Code”), in such a manner as to cause the bonds to be “arbitrage bonds” within the meaning of Code § 103(b)(2) and §148.
SECTION 10. Local Unit Payments. That cost of the System shall be charged to and paid by the Local Unit to the Authority in the manner and at the times herein set forth.
The cost of the System to be financed with the issuance of one or more series of bonds of the Authority ($3,600,000) shall be paid by the Local Unit to the Authority in annual installments (corresponding to principal payments on each series of the bonds on the next April 1st of each year) on March 15 of each year, as follows:
It is understood and agreed that the bonds of the Authority hereinbefore referred to will be issued in anticipation of the above contractual obligation, with principal installments on April 1 of each year, commencing with the year 2023, or such other year as determined at the time the bonds are sold to the Michigan Finance Authority, corresponding to the principal amount of the above installments, and the Local Unit shall also pay to the Authority in addition to said principal installments, on March 15 and September 15 of each year, commencing on March 15, 2022, as accrued interest on the principal amount remaining unpaid, an amount sufficient to pay all interest, not to exceed two percent (2.0%) per annum, due on the next succeeding interest payment date (April 1 and October 1, respectively), on the installment portions of said bonds of the Authority from time to time outstanding. From time to time as other costs and expenses accrue to the Authority from handling of the payments made by the Local Unit, or from other actions taken in connection with the System, the Authority shall notify the Local Unit of the amount of such fees and other costs and expenses, and the Local Unit shall, within thirty (30) days from such notification, remit to the Authority sufficient funds to meet such fees and other costs and expenses. The principal payment date may be adjusted to October 1 at the time the
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bonds are sold to the Michigan Finance Authority but shall be payable in not more than twenty annual installments.
Should cash payment be required from the Local Unit in addition to the amounts specified in the preceding paragraph to meet additional costs of constructing the System, the Local Unit shall, upon written request by the Authority, furnish to the Authority written evidence of its agreement and ability to make such additional cash payments, and the Authority may elect not to proceed with the acquisition or financing of the System until such written evidence, satisfactory to the Authority, has been received by it. The Local Unit shall pay to the Authority such additional cash payments within thirty (30) days after written request for such payment has been delivered by the Authority to such Local Unit.
The Authority shall, within thirty (30) days after the delivery of the bonds of the Authority hereinbefore referred to, furnish the Local Unit with a complete schedule of installments of principal and interest thereon, and the Authority shall also (a) at least sixty (60) days prior to January 1 of each year, commencing in 2022, advise the Local Unit, in writing, of the exact amount of principal and interest installments due on the Authority bonds on the next succeeding April 1, and payable by the Local Unit on March 15, as hereinbefore provided, and the exact amount of interest installment due on the bonds of the Authority on the next succeeding October 1, and payable by the Local Unit on September 15, as hereinbefore provided.
If any principal installment or interest installment is not paid when due, the amount not so paid shall be subject to a penalty, in addition to interest, of one percent (1%) thereof for each month or fraction thereof that the same remains unpaid after the due date.
SECTION 11. Local Unit Limited Tax Full Faith and Credit Pledge. The Local Unit, pursuant to the authorization contained in Act 233, hereby irrevocably pledges its limited tax full faith and credit for the prompt and timely payment of its obligations pledged for bond payments as expressed in this Contract, and shall each year, commencing with the fiscal year commencing January 1, 2022, set aside sufficient general fund moneys to make the payments, and, if necessary, levy an ad valorem tax on all the taxable property in the Local Unit, subject to applicable constitutional, statutory and charter tax rate limitations, in an amount which, taking into consideration estimated delinquencies in tax collections, will be sufficient to pay such obligations under this Contract becoming due before the time of the following year’s tax collections. Nothing herein contained shall be construed to prevent the Local Unit from using any, or any combination of, means and methods provided in Section 7 of Act 233, as now or hereafter amended, including revenues derived from user charges or special assessments, for the purpose of providing funds to meet its obligations under this Contract, 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.
SECTION 12. Advance Payment by Local Unit. The Local Unit may pay in advance any of the payments required to be made by this Contract, in which event the Authority shall credit the Local Unit with such advance payment on future due payments to the extent of such advance payment.
SECTION 13. Additional Payments by Local Unit. The Local Unit may pay additional
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moneys over and above any of the payments specified in this Contract, with the written request that such additional funds be used to prepay installments, in which event the Authority shall be obligated to apply and use said moneys for such purpose to the fullest extent possible. Such moneys shall not then be credited as advance payments under the provisions of Section 12 of this Contract.
SECTION 14. Payment Default by Local Unit; Withholding of State Payments. In the event the Local Unit shall fail for any reason to pay to the Authority at the times specified the amounts required to be paid by the provisions of this Contract, the Authority shall immediately give notice of such default and the amount thereof, in writing, to the Treasurer of such Local Unit, the Treasurer of the County of Washtenaw, the Treasurer of the State of Michigan, and such other officials charged with disbursement to the Local Unit of funds returned by the State and now or hereafter under Act 233 available for pledge, as provided in this paragraph and in Section 12a of Act 233, and if such default is not corrected within ten (10) days after such notification, the State Treasurer, or other appropriate official charged with disbursement to such Local Unit of the aforesaid funds, is, by these presents, specifically authorized by the Local Unit, to the extent permitted by law, to withhold from the aforesaid funds the maximum amount necessary to cure said deficit and to pay said sums so withheld to the Authority, to apply on the obligations of the Local Unit as herein set forth. Any such moneys so withheld and paid shall be considered to have been paid to the Local Unit within the meaning of the Michigan Constitution and statutes, the purpose of this provision being voluntarily to pledge and authorize the use of said funds owing to the Local Unit to meet any past-due obligations of such Local Unit due under the provisions of this Contract. In addition to the foregoing, the Authority shall have all other rights and remedies provided by law to enforce the obligations of the Local Unit to make its payments in the manner and at the times required by this Contract, including the right of the Authority to direct the Local Unit to make a tax levy to reimburse the Authority for any funds advanced.
SECTION 15. Local Unit Payment Obligation. It is specifically recognized by the Local Unit that the debt service payments required to be made by it pursuant to the terms of Section 10 of this Contract are to be pledged for and used to pay the principal installments of and interest on with respect to the bonds to be issued by the Authority as provided by this Contract and authorized by law, and the Local Unit covenants and agrees that it will make all required payments to the Authority promptly and at the times herein specified without regard to whether the System is actually completed or placed in operation.
SECTION 16. Additional Bonds. If the proceeds of the sale of the bonds to be issued by the Authority are for any reason insufficient to complete the Local Unit’s share of the cost of the System, the Authority shall automatically be authorized to issue additional bonds in an aggregate principal amount sufficient to pay the Local Unit’s share of completing the System and to increase the annual payments required to be made by the Local Unit in an amount so that the total payments required to be made as increased will be sufficient to meet the annual principal and interest requirements on the bonds herein authorized plus the additional bonds to be issued. It is expressly agreed between the parties hereto that the Authority shall issue bonds pursuant to this Contract and the Local Unit shall be committed to retire such amount of bonds as may be necessary to pay the Local Unit’s share of the costs of the System whether or not in excess of those presently estimated herein. Any such additional bonds shall comply with the requirements of Act 233 and any increase in the annual payments shall be made in the manner and at the times
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specified in this Contract. In lieu of such additional bonds, the Local Unit may pay over to the Authority, in cash, sufficient moneys to complete the Local Unit’s share of the System.
SECTION 17. Surplus Bond Proceeds. After completion of the System and payment of all costs thereof, any surplus remaining from the proceeds of sale of bonds shall be used by the Authority for either of the following purposes, at the sole option of and upon request made by resolution of the Local Unit, to wit: (a) for additional improvements to the System or for other projects of the Authority undertaken on behalf of the Local Unit; subject to approval of the Authority; or (b) credited by the Authority toward the next payments due the Authority by the Local Unit hereunder.
SECTION 18. Voidability. The obligations and undertakings of each of the parties to this Contract shall be conditioned on the successful issuance and sale of the bonds pursuant to Act 233, and if for any reason whatsoever said bonds are not issued and sold within two (2) years from the date of this Contract, this Contract, except for payment of preliminary expenses and ownership of engineering data, shall be considered void and of no force and effect.
SECTION 19. Bondholders’ Rights. The Authority and the Local Unit each recognize that the owners from time to time of the bonds issued by the Authority under the provisions of Act 233 to finance the cost of the System will have contractual rights in this Contract, and it is, therefore, covenanted and agreed by the Authority and the Local Unit 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 which would in any manner materially affect either the security of the bonds or the prompt payment of principal or interest thereon. The Local Unit and the Authority each further covenant and agree that each will comply with its respective duties and obligations under the terms of this Contract promptly at the times and in the manner herein set forth, and will not suffer to be done any act which would in any way impair the said bonds, the security therefor, or the prompt payment of principal and interest thereon. It is hereby declared that the terms of this Contract insofar as they pertain to the security of any such bonds shall be deemed to be for the benefit of the owners of said bonds.
SECTION 20. Contract Term. This Contract shall remain in full force and effect from the effective date hereof (as provided in Section 23) until the bonds issued by the Authority are paid in full, but in any event not to exceed a period of thirty (30) years. At such time within said 30-year term as all of said bonds are paid, this Contract shall be terminated. In any event, the obligation of the Local Unit to make payments required by this Contract shall be terminated at such time as all of said bonds are paid in full, together with any deficiency or penalty thereon.
SECTION 21. Indemnification. The parties hereto hereby expressly agree that the Authority shall not be liable for and the Local Unit shall pay, indemnify and save the Authority harmless of, from and against all liability of any nature whatever regardless of the nature in which such liability may arise, for any and all claims, actions, demands, expenses, damages and losses of every conceivable kind whatsoever (including, but not limited to, liability for injuries to or death of persons and damages to or loss of property) asserted by or on behalf of any person, firm, corporation or governmental authority arising out of, resulting from, or in any way connected with the ownership, acquisition, construction, operation, maintenance and repair of the System, this Contract, or the issuance, sale and delivery of the bonds herein described. It is the intent of the parties that the Authority be held harmless by the Local Unit from liability for such
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claims, actions, demands, expenses, damages and losses, however caused or however arising, including, but not limited to, to the extent not prohibited by law, such claims, actions, demands, expenses, damages and losses even though caused, occasioned or contributed to by the negligence, sole or concurrent, of the Authority or by negligence for which the Authority may be held liable. In any action or proceeding brought about by reason of any such claim or demand, the Local Unit will also pay, indemnify and save the Authority harmless from and against all costs, reasonable attorneys’ fees and disbursements of any kind or nature incidental to or incurred in said defense, and will likewise pay all sums required to be paid by reason of said claims, demands, or any of them, in the event it is determined that there is any liability on the part of the Authority. Upon the entry of any final judgment by a court of competent jurisdiction or a final award by an arbitration panel against the Authority on any claim, action, demand, expense, damage or loss contemplated by this Section and notwithstanding that the Authority has not paid the same, the Local Unit shall be obligated to pay to the Authority, upon written demand therefor, the amount thereof not more than sixty (60) days after such demand is made. In the event that any action or proceeding is brought against the Authority by reason of any such claims or demands, whether said claims or demands are groundless or not, the Local Unit shall, upon written notice and demand from the Authority, but will not, without written consent of the Authority, settle any such action in the proceeding. Notwithstanding the foregoing, nothing contained in this Section shall be construed to indemnify or release the Authority against or from any liability which it would otherwise have arising from the wrongful or negligent actions or failure to act on the part of the Authority’s employees, agents or representatives with respect to matters not related to the ownership, acquisition, construction, operation, maintenance or repair of the System, this Contract or the issuance, sale or delivery of the bonds herein described.
SECTION 22. Successors and Assigns. This Contract shall inure to the benefit of and be binding upon the respective parties hereto, their successors and assigns.
SECTION 23. Effectiveness of Contract. This Contract shall become effective upon (i) approval by the legislative body of the Local Unit, (ii) approval by the Board of the Authority, (iii) expiration of the forty-five day period following publication by the Local Unit of its notice of intention without filing of a petition for referendum on the question of its entering into this Contract, or if such referendum election be required, then upon approval by the qualified electors of the Local Unit, and (iv) due execution by the Supervisor and Township Clerk of the Local Unit and by the Chair and Secretary of the Authority.
SECTION 24. Downward Adjustment of Bond Amount. In the event construction bids are received by the Authority pursuant to Section 9 hereof and such bids are below the Consulting Engineers’ estimates thus necessitating a smaller amount of bonds for the Local Unit’s share to be issued than $3,600,000, the Director of the Authority and the Treasurer of the Local Unit are each authorized on behalf of the Authority and the Local Unit, respectively, to agree to a revised principal amount of the Bonds and a revised maturity schedule and to approve the same as an addendum to this Contract. If a lower amount of bonds is required and if such lower amount and revised maturity schedule is agreed to and approved by the Director of the Authority and the Treasurer, respectively, this Contract shall be construed as referring to the reduced principal amount of said bonds and the revised maturity schedule therefor.
SECTION 25. Counterparts. This Contract may be executed in several counterparts.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.
In the presence of: YPSILANTI COMMUNITY UTILITIES
AUTHORITY By: MICHAEL BODARY, Chair By: JON R. ICHESCO, Secretary - Treasurer In the presence of: CHARTER TOWNSHIP OF YPSILANTI
Ypsilanti Community Utilities Authority County of Washtenaw, Michigan
_____________________________
Minutes of a regular meeting of the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, Michigan, held in the Authority, on the 17th day of November, 2021, at 3:00 p.m., prevailing Eastern Time.
PRESENT: Commissioners
ABSENT: Commissioners
The following preamble and resolution were offered by Commissioner ______________ and supported by Commissioner ____________________:
WHEREAS, the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, Michigan, intends to authorize the issuance and sale of its Wastewater System Bonds, Series 2022 (Charter Township of Ypsilanti) pursuant to Act 233, Public Acts of Michigan, 1955, as amended, in an amount not to exceed Six Million Nine Hundred Thousand Dollars ($6,900,000), for the purpose of defraying the cost of acquiring and constructing certain improvements to the wastewater system, consisting of the acquisition, construction and installation of improvements to the Snow Road sanitary sewer main in the Charter Township of Ypsilanti (the “Township”), including installation of a new sanitary sewer parallel to the existing pipe, together with all necessary appurtenances and attachments thereto, to serve the Township; and
WHEREAS, an Act 233 Contract has been prepared among the Authority and the Township to provide for the financing of the cost of acquiring and constructing said improvements, which Contract has been reviewed by the Board of Commissioners.
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The Act 233 Contract dated as of November 17, 2021 among the Authority and the Township is hereby approved and the Chair and Secretary are each authorized to sign the same on behalf of the Authority.
Miller, Canfield, Paddock and Stone, P.L.C. 2
2. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution are hereby rescinded.
AYES: Commissioners
NAYS: Commissioners
RESOLUTION DECLARED ADOPTED.
JON R. ICHESCO, Secretary – Treasurer
I hereby certify that the attached is a true and complete copy of a resolution adopted by the Board of Commissioners of the Ypsilanti Community Utilities Authority, County of Washtenaw, State of Michigan, at a regular meeting held on the 17th day of November, 2021 and that public notice of said meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act No. 267, Public Acts of Michigan, 1976, as amended, and that minutes of the meeting were kept and will be or have been made available as required by said Act.
JON R. ICHESCO, Secretary – Treasurer
38343537.1/099369.00045
Snow Road Sewer Main
CONTRACT
THIS CONTRACT, dated as of November 17, 2021, by and between the YPSILANTI COMMUNITY UTILITIES AUTHORITY, a municipal authority and public body corporate of the State of Michigan (hereinafter referred to as the “Authority”), and the CHARTER TOWNSHIP OF YPSILANTI (hereinafter referred to as the “Local Unit”) located in the County of Washtenaw, Michigan,
WITNESSETH:
WHEREAS, the Authority has been incorporated under the provisions of Act No. 233, Public Acts of Michigan, 1955, as amended (hereinafter referred to as “Act 233”), for the purposes set forth in Act 233 and the Local Unit being a constituent member of the Authority; and
WHEREAS, it is immediately necessary and imperative for the public health and welfare of the present and future residents of the Local Unit to acquire and construct certain wastewater system improvements in the Local Unit, consisting of the acquisition, construction and installation of improvements to the Snow Road sanitary sewer main in the Local Unit, including installation of a new sanitary sewer parallel to the existing pipe, together with all necessary appurtenances and attachments thereto, to service the Local Unit; and
WHEREAS, plans and an estimate of cost of said improvements have been prepared by the Authority’s consulting engineers (the “Consulting Engineers”), which said estimate of cost totals not to exceed $6,900,000; and
WHEREAS, the Local Unit is desirous of having the Authority arrange for the acquisition of said improvements, in order to furnish the residents of the Local Unit with improved water supply system services and facilities; and
WHEREAS, the parties hereto have determined that said improvements are essential to the general health, safety and welfare of the Local Unit; and
WHEREAS, the Authority and the Local Unit are each agreeable to the execution of this Contract by and between themselves, the Contract to provide, among other things, for the financing of the cost of said improvements; and
WHEREAS, the Local Unit has approved and authorize the execution of this Contract by resolution of its governing body; and
WHEREAS, this Contract will become effective for the Local Unit upon expiration of a period of forty-five days following publication by the Local Unit of its notice of intention without filing of a petition for referendum on the question of its entering into this Contract, or if such referendum election be required, then upon approval by the qualified electors of the Local Unit.
NOW, THEREFORE, in consideration of the premises and the covenants made herein,
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THE PARTIES HERETO AGREE AS FOLLOWS:
SECTION 1. Approval of Improvements. The Authority and the Local Unit again approve the establishment of sanitary sewer system improvements in the Local Unit under the provisions of Act 233, together with all necessary appurtenances, attachments and rights in land adequate and sufficient to furnish such service to the area of the Local Unit, as set forth in the plans prepared by the Consulting Engineers.
SECTION 2. Designation of System. The system referred to in Section 1 above is hereby designated as YPSILANTI COMMUNITY UTILITIES AUTHORITY WASTEWATER SYSTEM (Charter Township of Ypsilanti) (hereinafter sometimes referred to in this Contract as the “System”).
SECTION 3. Local Unit Consents of Public Rights of Way. The Local Unit hereby consents to the use by the Authority and any parties contracting with the Authority of the public streets, alleys, lands and rights-of-way in such Local Unit for the purpose of constructing, operating and maintaining the System and any improvements, enlargements and extensions thereto.
SECTION 4. Local Unit Consent to Service. The System is designed to serve areas in the Local Unit as described in the plans prepared by the Consulting Engineers and is immediately necessary to protect and preserve the public health; and the Local Unit does, by these presents, consent to the furnishing of such service through the System pursuant to Section 8 hereof, to the individual users in the Local Unit.
SECTION 5. Approval of Plans and Cost Estimate. The Authority and the Local Unit hereby approve and confirm the plans for the System prepared by the Consulting Engineers and the total estimated cost thereof of not to exceed the sum of $6,900,000 and the Local Unit’s share thereof of not to exceed $6,900,000. Said cost estimate includes all surveys, plans, specifications, acquisition of property for rights-of-way, physical construction necessary to acquire and construct the System, the acquisition of all materials, machinery and necessary equipment, and all engineering, engineering supervision, administrative, legal and financing expenses necessary in connection with the acquisition and construction of the System and the financing thereof.
SECTION 6. Contracts for System Improvements. The Authority will take bids for the acquisition and construction of the System and the Authority shall in no event agree to any contract price or prices as will cause the actual cost thereof to exceed the estimated cost as approved in Section 5 of this Contract unless the Local Unit, by resolution of its legislative body, (a) approves said increased total cost and the Local Unit’s share thereof, and (b) agrees to pay such prorated excess over the estimated cost, either in cash or by specifically authorizing the maximum principal amount of bonds to be issued, as provided in Sections 10 and 16 of this Contract, to be increased to an amount which will provide sufficient funds to meet said increased cost, and approves a similar increase in the installment obligations of the Local Unit, if any, pledged under the terms of this Contract to the payment of such bonds.
SECTION 7. Acquisition and Construction of System by Authority; Local Unit Payment.
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The System shall be acquired and constructed by the Authority substantially in accordance with the plans and specifications therefor approved by this Contract. All matters relating to engineering plans and specifications, together with the making and letting of final construction contracts, the approval of work and materials thereunder, and construction supervision, shall be in the control of the Authority. All acquisition of sites and rights-of-way shall be done by the Authority. The Local Unit’s share of the costs of such acquisition shall be paid from bond proceeds and, in addition any costs incurred by the Local Unit in connection with the acquisition or construction of the System, including engineering expenses, shall be promptly reimbursed to the Local Unit by the Authority from the proceeds of Authority Bonds.
SECTION 8. System Operation by Authority; Local Unit Benefit. The System shall be retained, maintained and operated by the Authority. The parties hereto agree that the System shall be acquired, constructed, operated, administered and maintained for the sole use and benefit of the Local Unit and its users.
SECTION 9. Issuance of Bonds by Authority. To provide for the construction and financing of the System in accordance with the provisions of Act 233, the Authority shall take the following steps:
(a) Immediately after execution hereof, the Authority will promptly take steps to adopt a resolution providing for the issuance of its bonds in the principal amount of not to exceed $6,900,000 (except as otherwise authorized pursuant to Section 16 of this Contract) to finance the cost of the System. Said bonds shall mature serially, as authorized by law, and shall be secured by the contractual obligations of the Local Unit in this Contract. After due adoption of the resolution, the Authority will take all necessary legal procedures and steps necessary to effectuate the sale and delivery of said bonds to an underwriter or other qualified purchaser.
(b) The Authority shall take all steps necessary to take bids for and enter into and execute final acquisition and construction contracts for the acquisition and construction of the System as specified and approved hereinbefore in this Contract, in accordance with the plans and specifications therefor based on the plans as approved by this Contract. Said contracts shall specify a completion date agreeable to the Local Unit and the Authority.
(c) The Authority will require and procure from the contractor or contractors undertaking the actual construction and acquisition of the System necessary and proper bonds to guarantee the performance of the contract or contracts and such labor and material bonds as may be required by law.
(d) The Authority, upon receipt of the proceeds of sale of the bonds, will comply with all provisions and requirements provided for in the resolution authorizing the issuance of the bonds and this Contract relative to the disposition and use of the proceeds of sale of the bonds.
(e) The Authority may temporarily invest any bond proceeds or other funds held by it for the benefit of the Local Unit as permitted by law and investment income
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shall accrue to and follow the fund producing such income. The Authority shall not, however, invest, reinvest or accumulate any moneys deemed to be proceeds of the bonds pursuant to §148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder (the “Code”), in such a manner as to cause the bonds to be “arbitrage bonds” within the meaning of Code § 103(b)(2) and §148.
SECTION 10. Local Unit Payments. That cost of the System shall be charged to and paid by the Local Unit to the Authority in the manner and at the times herein set forth.
The cost of the System to be financed with the issuance of bonds of the Authority ($6,900,000) shall be paid by the Local Unit to the Authority in annual installments (corresponding to principal payments on the bonds on the next April 1st of each year) on March 15 of each year, as follows:
It is understood and agreed that the bonds of the Authority hereinbefore referred to will be issued in anticipation of the above contractual obligation, with principal installments on April 1 of each year, commencing with the year 2023, corresponding to the principal amount of the above installments, and the Local Unit shall also pay to the Authority in addition to said principal installments, on March 15 and September 15 of each year, commencing on March 15, 2022, as accrued interest on the principal amount remaining unpaid, an amount sufficient to pay all interest, not to exceed five percent (5.0%) per annum, due on the next succeeding interest payment date (April 1 and October 1, respectively), on the installment portions of said bonds of the Authority from time to time outstanding. From time to time as other costs and expenses accrue to the Authority from handling of the payments made by the Local Unit, or from other actions taken in connection with the System, the Authority shall notify the Local Unit of the
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amount of such fees and other costs and expenses, and the Local Unit shall, within thirty (30) days from such notification, remit to the Authority sufficient funds to meet such fees and other costs and expenses.
Should cash payment be required from the Local Unit in addition to the amounts specified in the preceding paragraph to meet additional costs of constructing the System, the Local Unit shall, upon written request by the Authority, furnish to the Authority written evidence of their agreement and ability to make such additional cash payments, and the Authority may elect not to proceed with the acquisition or financing of the System until such written evidence, satisfactory to the Authority, has been received by it. The Local Unit shall pay to the Authority such additional cash payments within thirty (30) days after written request for such payment has been delivered by the Authority to such Local Unit.
The Authority shall, within thirty (30) days after the delivery of the bonds of the Authority hereinbefore referred to, furnish the Local Unit with a complete schedule of installments of principal and interest thereon, and the Authority shall also (a) at least sixty (60) days prior to January 1 of each year, commencing in 2022, advise the Local Unit, in writing, of the exact amount of principal and interest installments due on the Authority bonds on the next succeeding April 1, and payable by the Local Unit on March 15, as hereinbefore provided, and the exact amount of interest installment due on the bonds of the Authority on the next succeeding October 1, and payable by the Local Unit on September 15, as hereinbefore provided.
If any principal installment or interest installment is not paid when due, the amount not so paid shall be subject to a penalty, in addition to interest, of one percent (1%) thereof for each month or fraction thereof that the same remains unpaid after the due date.
SECTION 11. Local Unit Limited Tax Full Faith and Credit Pledge. The Local Unit, pursuant to the authorization contained in Act 233, hereby irrevocably pledges its limited tax full faith and credit for the prompt and timely payment of its obligations pledged for bond payments as expressed in this Contract, and shall each year, commencing with the fiscal year commencing January 1, 2022, set aside sufficient general fund moneys to make the payments, and, if necessary, levy an ad valorem tax on all the taxable property in the Local Unit, subject to applicable constitutional, statutory and charter tax rate limitations, in an amount which, taking into consideration estimated delinquencies in tax collections, will be sufficient to pay such obligations under this Contract becoming due before the time of the following year’s tax collections. Nothing herein contained shall be construed to prevent the Local Unit from using any, or any combination of, means and methods provided in Section 7 of Act 233, as now or hereafter amended, including revenues derived from user charges or special assessments, for the purpose of providing funds to meet its obligations under this Contract, 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.
SECTION 12. Advance Payment by Local Unit. The Local Unit may pay in advance any of the payments required to be made by this Contract, in which event the Authority shall credit the Local Unit with such advance payment on future due payments to the extent of such advance payment.
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SECTION 13. Additional Payments by Local Unit. The Local Unit may pay additional moneys over and above any of the payments specified in this Contract, with the written request that such additional funds be used to prepay installments, in which event the Authority shall be obligated to apply and use said moneys for such purpose to the fullest extent possible. Such moneys shall not then be credited as advance payments under the provisions of Section 12 of this Contract.
SECTION 14. Payment Default by Local Unit; Withholding of State Payments. In the event the Local Unit shall fail for any reason to pay to the Authority at the times specified the amounts required to be paid by the provisions of this Contract, the Authority shall immediately give notice of such default and the amount thereof, in writing, to the Treasurer of such Local Unit, the Treasurer of the County of Washtenaw, the Treasurer of the State of Michigan, and such other officials charged with disbursement to the Local Unit of funds returned by the State and now or hereafter under Act 233 available for pledge, as provided in this paragraph and in Section 12a of Act 233, and if such default is not corrected within ten (10) days after such notification, the State Treasurer, or other appropriate official charged with disbursement to such Local Unit of the aforesaid funds, is, by these presents, specifically authorized by the Local Unit, to the extent permitted by law, to withhold from the aforesaid funds the maximum amount necessary to cure said deficit and to pay said sums so withheld to the Authority, to apply on the obligations of the Local Unit as herein set forth. Any such moneys so withheld and paid shall be considered to have been paid to the Local Unit within the meaning of the Michigan Constitution and statutes, the purpose of this provision being voluntarily to pledge and authorize the use of said funds owing to the Local Unit to meet any past-due obligations of such Local Unit due under the provisions of this Contract. In addition to the foregoing, the Authority shall have all other rights and remedies provided by law to enforce the obligations of the Local Unit to make its payments in the manner and at the times required by this Contract, including the right of the Authority to direct the Local Unit to make a tax levy to reimburse the Authority for any funds advanced.
SECTION 15. Local Unit Payment Obligation. It is specifically recognized by the Local Unit that the debt service payments required to be made by it pursuant to the terms of Section 10 of this Contract are to be pledged for and used to pay the principal installments of and interest on with respect to the bonds to be issued by the Authority as provided by this Contract and authorized by law, and the Local Unit covenants and agrees that it will make all required payments to the Authority promptly and at the times herein specified without regard to whether the System is actually completed or placed in operation.
SECTION 16. Additional Bonds. If the proceeds of the sale of the bonds to be issued by the Authority are for any reason insufficient to complete the Local Unit’s share of the cost of the System, the Authority shall automatically be authorized to issue additional bonds in an aggregate principal amount sufficient to pay the Local Unit’s share of completing the System and to increase the annual payments required to be made by the Local Unit in an amount so that the total payments required to be made as increased will be sufficient to meet the annual principal and interest requirements on the bonds herein authorized plus the additional bonds to be issued. It is expressly agreed between the parties hereto that the Authority shall issue bonds pursuant to this Contract and the Local Unit shall be committed to retire such amount of bonds as may be necessary to pay the Local Unit’s share of the costs of the System whether or not in excess of
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those presently estimated herein. Any such additional bonds shall comply with the requirements of Act 233 and any increase in the annual payments shall be made in the manner and at the times specified in this Contract. In lieu of such additional bonds, the Local Unit may pay over to the Authority, in cash, sufficient moneys to complete the Local Unit’s share of the System.
SECTION 17. Surplus Bond Proceeds. After completion of the System and payment of all costs thereof, any surplus remaining from the proceeds of sale of bonds shall be used by the Authority for either of the following purposes, at the sole option of and upon request made by resolution of the Local Unit, to wit: (a) for additional improvements to the System or for other projects of the Authority undertaken on behalf of the Local Unit; subject to approval of the Authority; or (b) credited by the Authority toward the next payments due the Authority by the Local Unit hereunder.
SECTION 18. Voidability. The obligations and undertakings of each of the parties to this Contract shall be conditioned on the successful issuance and sale of the bonds pursuant to Act 233, and if for any reason whatsoever said bonds are not issued and sold within two (2) years from the date of this Contract, this Contract, except for payment of preliminary expenses and ownership of engineering data, shall be considered void and of no force and effect.
SECTION 19. Bondholders’ Rights. The Authority and the Local Unit each recognize that the owners from time to time of the bonds issued by the Authority under the provisions of Act 233 to finance the cost of the System will have contractual rights in this Contract, and it is, therefore, covenanted and agreed by the Authority and the Local Unit 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 which would in any manner materially affect either the security of the bonds or the prompt payment of principal or interest thereon. The Local Unit and the Authority each further covenant and agree that each will comply with its respective duties and obligations under the terms of this Contract promptly at the times and in the manner herein set forth, and will not suffer to be done any act which would in any way impair the said bonds, the security therefor, or the prompt payment of principal and interest thereon. It is hereby declared that the terms of this Contract insofar as they pertain to the security of any such bonds shall be deemed to be for the benefit of the owners of said bonds.
SECTION 20. Contract Term. This Contract shall remain in full force and effect from the effective date hereof (as provided in Section 23) until the bonds issued by the Authority are paid in full, but in any event not to exceed a period of thirty (30) years. At such time within said 30-year term as all of said bonds are paid, this Contract shall be terminated. In any event, the obligation of the Local Unit to make payments required by this Contract shall be terminated at such time as all of said bonds are paid in full, together with any deficiency or penalty thereon.
SECTION 21. Indemnification. The parties hereto hereby expressly agree that the Authority shall not be liable for and the Local Unit shall pay, indemnify and save the Authority harmless of, from and against all liability of any nature whatever regardless of the nature in which such liability may arise, for any and all claims, actions, demands, expenses, damages and losses of every conceivable kind whatsoever (including, but not limited to, liability for injuries to or death of persons and damages to or loss of property) asserted by or on behalf of any person, firm, corporation or governmental authority arising out of, resulting from, or in any way
-8-
connected with the ownership, acquisition, construction, operation, maintenance and repair of the System, this Contract, or the issuance, sale and delivery of the bonds herein described. It is the intent of the parties that the Authority be held harmless by the Local Unit from liability for such claims, actions, demands, expenses, damages and losses, however caused or however arising, including, but not limited to, to the extent not prohibited by law, such claims, actions, demands, expenses, damages and losses even though caused, occasioned or contributed to by the negligence, sole or concurrent, of the Authority or by negligence for which the Authority may be held liable. In any action or proceeding brought about by reason of any such claim or demand, the Local Unit will also pay, indemnify and save the Authority harmless from and against all costs, reasonable attorneys’ fees and disbursements of any kind or nature incidental to or incurred in said defense, and will likewise pay all sums required to be paid by reason of said claims, demands, or any of them, in the event it is determined that there is any liability on the part of the Authority. Upon the entry of any final judgment by a court of competent jurisdiction or a final award by an arbitration panel against the Authority on any claim, action, demand, expense, damage or loss contemplated by this Section and notwithstanding that the Authority has not paid the same, the Local Unit shall be obligated to pay to the Authority, upon written demand therefor, the amount thereof not more than sixty (60) days after such demand is made. In the event that any action or proceeding is brought against the Authority by reason of any such claims or demands, whether said claims or demands are groundless or not, the Local Unit shall, upon written notice and demand from the Authority, but will not, without written consent of the Authority, settle any such action in the proceeding. Notwithstanding the foregoing, nothing contained in this Section shall be construed to indemnify or release the Authority against or from any liability which it would otherwise have arising from the wrongful or negligent actions or failure to act on the part of the Authority’s employees, agents or representatives with respect to matters not related to the ownership, acquisition, construction, operation, maintenance or repair of the System, this Contract or the issuance, sale or delivery of the bonds herein described.
SECTION 22. Successors and Assigns. This Contract shall inure to the benefit of and be binding upon the respective parties hereto, their successors and assigns.
SECTION 23. Effectiveness of Contract. This Contract shall become effective upon (i) approval by the legislative body of the Local Unit, (ii) approval by the Board of the Authority, (iii) expiration of the forty-five day period following publication by the Local Unit of its notice of intention without filing of a petition for referendum on the question of its entering into this Contract, or if such referendum election be required, then upon approval by the qualified electors of the Local Unit, and (iv) due execution by the Supervisor and Township Clerk of the Local Unit and by the Chair and Secretary of the Authority.
SECTION 24. Downward Adjustment of Bond Amount. In the event construction bids are received by the Authority pursuant to Section 9 hereof and such bids are below the Consulting Engineers’ estimates thus necessitating a smaller amount of Bonds for the Local Unit’s share to be issued than $6,900,000, the Director of the Authority and the Treasurer of the Local Unit are each authorized on behalf of the Authority and the Local Unit, respectively, to agree to a revised principal amount of the Bonds and a revised maturity schedule and to approve the same as an addendum to this Contract. If a lower amount of Bonds is required and if such lower amount and revised maturity schedule is agreed to and approved by the Director of the Authority and the Treasurer, respectively, this Contract shall be construed as referring to the
-9-
reduced principal amount of said Bonds and the revised maturity schedule therefor.
SECTION 25. Counterparts. This Contract may be executed in several counterparts.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.
In the presence of: YPSILANTI COMMUNITY UTILITIES
AUTHORITY By: MICHAEL BODARY, Chair By: JON R. ICHESCO, Secretary - Treasurer In the presence of: CHARTER TOWNSHIP OF YPSILANTI
2777 STATE ROAD YPSILANTI, MI 48198-9112 Telephone No.: 734.484.4600
TO: JEFF CASTRO, Director FROM: SCOTT WESTOVER, P.E., Engineering Manager CC: MIKE SHAFFER, Director of Service Operations REFERENCE: 7029 RAWSONVILLE ROAD Van Buren Township, Wayne County Request to Connect to YCUA Water Supply System Please accept this memorandum as a recommendation to request authorization to allow the referenced property in Van Buren Township, Wayne County to connect to the Authority water supply system in Rawsonville Road. Van Buren Township has indicated they do not have any existing water supply infrastructure in Rawsonville Road in the vicinity of the subject property and that they do not have any objection to the proposed water service connection. An electronic mail message from Kevin McNamara, Supervisor for Van Buren Township, confirming their willingness to allow for the proposed water service connection to the subject property is attached. Similar to other properties that connect to utilities across municipal boundaries, a three-party agreement between the Authority, Van Buren Township, and the property owner will need to be executed. A copy of a draft agreement is attached. It is recommended that the Authority Board of Commissioners authorize staff to execute such an agreement, upon review and approval by Authority legal counsel, and that the connection of said property be allowed contingent upon execution of the referenced agreement by all three parties and payment of all applicable connection fees to the Authority by the property owner. Please contact me if you have any questions or need additional information.
From: McNamara, Kevin <[email protected]>Sent: Wednesday, October 27, 2021 3:32 PMTo: Scott WestoverCc: Schlutow, Kristopher; Taylor, James; Dohring, Tammy; Selman, DanSubject: FW: 7029 Rawsonville
Dear Mr. Westover, Here is my email string. We are good with the service line. Please begin the process and send us the signed request and we will process a board item and get it signed. Thank you, Kevin McNamara Supervisor Van Buren Twp
From: Schlutow, Kristopher <kschlutow@vanburen‐mi.org> Sent: Wednesday, October 27, 2021 3:08 PM To: McNamara, Kevin <kmcnamara@vanburen‐mi.org> Cc: Taylor, James <jtaylor@vanburen‐mi.org>; Selman, Dan <dselman@vanburen‐mi.org> Subject: Re: 7029 Rawsonville My understanding is that YCUA will draw up the agreement, sign it and we would take it before the board to get approval to enter the agreement. The property owner would sign it as well. That’s the process to the best of my knowledge. KS
Kris Schlutow Interim Director, Water and Sewer Charter Township of Van Buren Office: 734.699.8900 ext 9228 Cell: 313.215.3847 kschlutow@vanburen‐mi.org
On Oct 27, 2021, at 2:58 PM, Best, Matthew <mbest@vanburen‐mi.org> wrote:
Dear Jim and Kris, I dont have any problem giving someone the access to water. I guess the only question is what should my next step be here? Kevin McNamara
From: Scott Westover <[email protected]> Sent: Wednesday, October 27, 2021 9:20 AM
2
To: Schlutow, Kristopher; Best, Matthew Subject: 7029 Rawsonville Good morning‐ We have been contacted by the property owner at 7029 Rawsonville Road about connecting to the YCUA water supply system. It is understood that Van Buren Township does not have water service available to this address. I’m contacting you to find out if Van Buren Township will allow the connection. If the connection is acceptable to Van Buren, we will draft a 3‐way agreement between YCUA, Van Buren Township, and the property owner similar to those executed for previous connections across the boundary between Van Buren and Ypsilanti. SCOTT WESTOVER | Engineering Manager Telephone: (734) 484‐4600 ext. 220 [email protected] Ypsilanti Community Utilities Authority 2777 State Road | Ypsilanti, Michigan USA 48198‐9112 www.ycua.org This Internet message and any attachments may contain information that is confidential and/or legally privileged. It is intended for use only by the named recipients. If you are not a named recipient, please notify me immediately, and do not use this message or any attachments for any purpose, or distribute or otherwise disclose its contents to any person, or copy or store it in any medium. Neither this information block, the typed name of the sender or anything else in this message is intended to constitute an electronic signature for purposes of the Uniform Electronic Transactions Act or the Electronic Signatures in Global and National Commerce Act ("E-Sign"). The recipient should check this email and any attachments for the presence of viruses. YCUA accepts no liability for any damage caused by any virus transmitted by this email. Thank you.
This email has been scanned for spam and viruses by Proofpoint Essentials. Click here to report this email as spam.
Page 1 of 4
AGREEMENT TO PROVIDE WATER SERVICE FROM THE YPSILANTI COMMUNITY UTILITIES AUTHORITY TO PROPERTY IN
VAN BUREN TOWNSHIP RECITALS
1. The existing parcel at 7029 Rawsonville Road in Van Buren Township, Wayne County (“the property”), owned by Jason and Whitney Pinter (“property owner”), does not have a Van Buren Township (“Van Buren”) water main available for connection.
2. The property is legally described as follows:
Beginning at the northwest corner of section 31, Township 3 South Range 8 East; thence along the north line of section 31, North 88°03’ 29” East, 600 feet; thence South 02° 10’ 48” East 153.18 feet; thence S 88° 03’ 29” West 600.40 feet to the West line of said section 31; thence along said West line and the center line of Rawsonville Road North 02° 11’ 14” West 94.39 feet to the Northeast corner of section 36, Township 3 South Range 7 East, thence along said West line and the center line, North 01° 54’ 41” West 58.79 feet; thence along the North line of said section 31, N 88° 03’ 29” East 0.13 feet to the Point of Beginning. Parcel Identification No. 83-122-99-0005-701.
3. The Ypsilanti Community Utilities Authority (“YCUA”) does have a water main in Rawsonville Road available for connection to provide water service to the property.
4. The property owner wishes to acquire water supply service for the property by
connecting to the YCUA water main in Rawsonville Road and Van Buren Township and YCUA is willing to permit that to occur under the terms and conditions of this agreement.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
Page 2 of 4
5. YCUA will provide water supply service for the property through its water main in Rawsonville Road.
6. This service is and shall be limited to one connection for water supply service to the property only, without exception, and no other service is or shall be allowed through this connection.
7. Connection to the YCUA water main shall be made by the property owner in accord with YCUA’s current standards for materials and construction and only after coordination and planning with YCUA as to when the connection will occur, which is and shall be subject to YCUA inspection and approval.
8. Any and all connection fees will be assessed by and paid to YCUA by the property owner.
9. Any and all meter charges and user charges for water service will be assessed by and billed to the property owner by and paid to YCUA by the property owner. YCUA shall be responsible for maintaining the customer account which includes meter reading and billing. YCUA reserves and retains all rights and remedies for the collection of unpaid water bills for the property, including the right to terminate water service as permitted by law and YCUA’s normal procedures, practice and rules.
10. This agreement shall stay with the property and shall inure to the benefit of and shall be enforceable against the property owner’s successors, assigns, heirs, and any other future owners of the property, or any portion thereof. This agreement shall be recorded at the Wayne County Register of Deeds as a means of notice to all property owner’s successors, assigns, heirs, and future owners of the property, or any portion thereof.
11. If, in the future, Van Buren constructs a water main in the vicinity of the property, the water service connection to the YCUA water main shall be abandoned and the property shall be connected to the Van Buren water main.
12. Upon the property owner’s failure or the failure of his successors, assigns, heirs or subsequent owners of the property to comply with this agreement, YCUA may seek and obtain enforcement of this agreement through the Wayne County Circuit Court and all costs, expenses and reasonable attorney fees incurred by YCUA in such enforcement action shall be paid by the property owner or his successors, assigns, heirs or subsequent owners.
13. All rights available to YCUA and Van Buren under the Municipal Water Liens Act, MCL 123.161 et seq, are retained by YCUA and Van Buren.
Page 3 of 4
SIGNED: Ypsilanti Community Utilities Authority ______________________________ By: Its: STATE OF MICHIGAN ) )ss. COUNTY OF WASHTENAW )
Subscribed and sworn to before me this ____ day of ________________, 2021.
____________________________________
, Notary Public _____________________County, Michigan My Commission Expires: _________
Van Buren Township
__________________________________ By: Its: STATE OF MICHIGAN ) )ss. COUNTY OF WAYNE )
Subscribed and sworn to before me this ____ day of ________________, 2021. __________________________________ , Notary Public ___________________ County, Michigan My Commission Expires _________ Property Owner __________________________________ By: Jason Pinter
Page 4 of 4
__________________________________ By: Whitney Pinter STATE OF MICHIGAN ) )ss. COUNTY OF WASHTENAW )
Subscribed and sworn to before me this ____ day of ________________, 2021.
___________________________________ , Notary Public ____________________ County, Michigan My Commission Expires __________ When recorded Return to: PEAR SPERLING EGGAN & DANIELS By: Thomas E. Daniels (P29565) Attorney for YCUA 1349 S. Huron Street, Suite 1 Ypsilanti, MI 48197 (734) 483-3626 G:\CDproj\Van Buren Twp\7029 Rawsonville Agreement.docx
Fund Balance ReportYpsilanti Community Utilities Authority
October 31, 2021
YPSILANTI COMMUNITY UTILITIES AUTHORITYStatements of Net Assets
October 31, 2021(with comparative totals as of 08/31/20)
audited10/31/21 8/31/20
AssetsCurrent assets:
Cash and investments 5,458,998$ 4,468,972$ Receivables, net 5,115,040 11,011,602 Inventories 1,474,144 1,379,721 Prepaid items 391,365 78,891
Total current assets 12,439,547 16,939,186
Noncurrent assets:Restricted assets:
Cash and investments 11,851,803 11,070,455 Funds on deposit with City of Ypsilanti 2,487,183 2,487,183
Receivables, long-term portion 121,990 121,990 Capital assets not being depreciated 15,385,832 7,615,974 Capital assets being depreciated, net 166,724,218 179,867,843 Current year capital outlay projects 716,356 1,074,443 Unamortized bond issuance costs - -
Total noncurrent assets 197,287,382 202,237,888
Total assets 209,726,929 219,177,074
Deferred outflow of resourcesDeferred pension amounts 4,103,070 4,140,670 Deferred other postemployment benefit amounts 2,387,225 2,387,225 Deferred charge on refunding 243,173 383,806
Total deferred outflow of resources 6,733,468 6,911,701
LiabilitiesCurrent liabilities:
Accounts payable 2,468,438 5,386,251 Retentions, deposits and other liabilities 1,325,188 1,670,821 Accrued interest payable 313,542 713,525 Unearned revenue 450,519 Current maturities of long-term liabilities (1,133,733) 6,401,567 Current maturities of accrued compensated absences 529,403 529,403
Defferred inflows of resourcesDeferred pension amounts 128,028 128,028 Deferred other postemployment benefir amounts 2,296,797 2,296,797
Total Defferred inflows of resources 2,424,825 2,424,825
Net positionInvested in capital assets, net of related debt 125,781,369 126,558,092 Restricted 14,338,986 14,722,509 Unrestricted (9,896,599) (13,026,783)
Total net assets 130,223,756$ 128,253,818$
1
YPSILANTI COMMUNITY UTILITIES AUTHORITYStatements of Revenues, Expenses and Changes in Net Assets
For the Two Months Ending October 31, 2021(with comparative totals for same periods prior yr, and year ended 8/31/20)
Unaudited Prior Year Prior Year Pro-rated YTD Data: YTD %Actual-YTD Same Periods FYE, audited YTD Budget Actual (Over)/ Actual (Over)/
10/31/21 10/30/20 8/31/20 10/31/21 Under Budget Under BudgetOperating revenue
Water sales 3,377,472$ 3,150,721$ 18,417,498$ 2,788,183$ (589,289)$ -21.14%Sewage disposal sales 3,019,269 2,750,512 16,623,003 3,020,434 1,165 0.04%Surcharges and other usage fees: -
Total operating revenue 8,061,406 7,535,556 6,331,173 6,383,427 6,647,183
Operating expensesWater distribution 2,086,950 2,016,945 1,918,471 1,884,154 2,036,414 Wastewater treatment 2,733,019 3,104,002 2,818,697 2,428,054 2,571,272 Wastewater pump stations 193,765 291,979 186,652 111,625 266,886 Industrial surveillance 110,635 133,360 53,469 49,253 68,297 Transmission and distribution 1,330,604 1,474,907 1,434,447 1,174,395 1,137,097 Meter service 194,623 223,529 198,635 138,076 138,151 Customer accounting and collections 92,440 120,066 97,589 83,275 75,492 General and administration 279,871 337,803 269,124 160,280 228,241 Unallocated maintenance costs - - - - (4)
Total operating expenses 7,021,907 7,702,591 6,977,084 6,029,112 6,521,846
Operating income 1,039,499 (167,035) (645,911) 354,315 125,337
Non-operating income (expense)Investment earnings 87,433 49,194 55,300 38,017 35,253 Connection fees 12,970 19,736 43,043 11,585 12,418 Debt service contribution - - - - - Interest and amortization expense (280,142) (274,796) (363,450) (373,579) (421,054) Gain (loss) on disposal of capital assets - 503 7,326 723 1,001
Total non-operating income (expense) (179,739) (205,363) (257,781) (323,254) (372,382)
Net income 859,760 (372,398) (903,692) 31,061 (247,045)
Capital contributions - - 70,910 720,086
Change in net assets 859,760 (372,398) (903,692) 101,971 473,041
Special Item (Bridge Rd Demo)
Net assets, beginning of year 165,233,558 168,436,589 174,737,589 181,657,879 193,832,226
Net assets, end of period 166,093,318$ 168,064,191$ 173,833,897$ 181,759,850$ 194,305,267$
3
4
$2,661
$2,419
$788
$426
$716 $601
$347 $104
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
Water sales Sewage disposal sales Surcharges and other usagefees
Other operating revenue
City vs Township Sales Mix October 2021
Township City
5
Water sales$3,377,472
41.90%
Wastewater Treatment sales
$3,019,26937.45%
RTS and other usage fees$1,063,668
14.08%
Other operating revenue$529,820
6.57%
Revenue - October 2021 YTD
YPSILANTI COMMUNITY UTILITIES AUTHORITYSchedule of Revenues, Expenses and Changes in Net Assets
City and Township AllocationFor the Two Months Ending October 31, 2021
UnauditedCity Township Total
Operating revenuesWater sales 716,231$ 2,661,241$ 3,377,472$ Sewage disposal sales 600,548 2,418,721 3,019,269 Surcharges and other usage fees:
Capital improvement surcharge 336,786 726,882 1,063,668 Construction reserve 10,343 37,525 47,868 Environmental reserve - 23,309 23,309 Capital cost recovery - - -
Other operating revenue 104,103 425,717 529,820
Total operating revenue 1,768,011 6,293,395 8,061,406
Operating expensesWater distribution 296,213 1,790,737 2,086,950 Wastewater treatment 675,876 2,057,143 2,733,019 Wastewater pump stations 44,597 149,168 193,765 Industrial surveillance 27,360 83,275 110,635 Transmission and distribution 310,759 1,019,845 1,330,604 Meter service 46,203 148,420 194,623 Customer accounting and collections 21,964 70,476 92,440 General and administration 68,241 211,630 279,871 Unallocated maintenance costs (22) 22 -
Total operating expenses 1,491,191 5,530,716 7,021,907
Operating income 276,820 762,679 1,039,499
Non-operating income (expense)Investment earnings 10,116 77,317 87,433 Connection fees - 12,970 12,970 Debt service contribution - - - Interest and amortization expense (95,025) (185,117) (280,142) Gain (loss) on disposal of capital assets - - -
Non-operating expense (84,909) (94,830) (179,739)
Net income 191,911 667,849 859,760
Capital contributions - - -
Change in net assets 191,911 667,849 859,760
6
YPSILANTI COMMUNITY UTILITIES AUTHORITYSchedule of Revenues, Expenses and Changes in Net Assets
Water and Wastewater AllocationFor the Two Months Ending October 31, 2021
UnauditedWater Wastewater Total
Operating revenuesWater sales 3,377,472$ -$ 3,377,472$ Sewage disposal sales - 3,019,269 3,019,269 Surcharges and other usage fees:
Capital improvement surcharge 576,930 486,738 1,063,668 Construction reserve 26,886 20,982 47,868 Environmental reserve - 23,309 23,309 Capital cost recovery - - -
Other operating revenue 13,946 515,874 529,820
Total operating revenue 3,995,234 4,066,172 8,061,406
Operating expensesWater distribution 2,086,950 - 2,086,950 Wastewater treatment - 2,733,019 2,733,019 Wastewater pump stations - 193,765 193,765 Industrial surveillance - 110,635 110,635 Transmission and distribution 699,347 631,257 1,330,604 Meter service 97,313 97,310 194,623 Customer accounting and collections 46,220 46,220 92,440 General and administration 119,848 160,023 279,871 Unallocated maintenance costs 1,218 (1,218) -
Total operating expenses 3,050,896 3,971,011 7,021,907
Operating income 944,338 95,161 1,039,499
Non-operating income (expense)Investment earnings 38,614 48,819 87,433 Connection fees 6,485 6,485 12,970 Debt service contribution - - - Interest and amortization expense (28,724) (251,418) (280,142) Gain (loss) on disposal of capital assets - - -
Non-operating expense 16,375 (196,114) (179,739)
Net income 960,713 (100,953) 859,760
Capital contributions - - -
Change in net assets 960,713$ (100,953)$ 859,760$
7
YPSILANTI COMMUNITY UTILITIES AUTHORITYSchedule of Revenues, Expenses and Changes in Net Assets Same Period
YTD Actual Summary Curr '21-22 Prior '20-21Fiscal Year 2021 - 2022 Sep-21 Oct-21 YTD % of YTD
Actual Actual Actual Sales Actual Operating Revenues
Water sales 1,837,678$ 1,539,794$ 3,377,472$ 41.9% 3,377,472$ -$ 0.0%
Water sales Sewage disposal sales Surcharges and other usage fees: - Capital improvement surcharge - Construction reserve - Environmental reserve Other operating revenue
9
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
Sep-21 Oct-21
Cost by Dept by Month
Water distribution Wastewater treatment Wastewater pump stations Industrial surveillance Transmission and distribution Meter service Customer accounting and collections General and administration
10
YPSILANTI COMMUNITY UTILITIES AUTHORITYSchedule of Revenues and Expenses
Water and Wastewater Allocation by MemberFor the Two Months Ending October 31, 2021
City Township UnauditedWater Wastewater Total Water Wastewater Total Total
Net income (loss) (4,347,273) 859,760 -19.8% 191,910 -21.6% 667,850 -19.3% 960,713 37.1% (100,953) 2.1%
Capital contributions - - - - - -
Change in net assets (4,347,273)$ 859,760$ -19.8% 191,910$ -21.6% 667,850$ -19.3% 960,713$ 37.1% (100,953)$ 2.1%
12
YPSILANTI COMMUNITY UTILITIES AUTHORITYSchedule of Revenues, Expenses and Changes in Net AssetsYTD Actual SummaryFiscal Year 2020 - 2021 Period 1 Period 2
Income Statements
September YTD October YTD
Total City Township Water WW Total City Township Water WW
Actual Actual Actual Actual Actual Actual Actual Actual Actual Actual