1983-026LAW OFFICES
ROSS & HARDIES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ONE IBM PLAZA
SUITE 3100
CHICAGO, ILLINOIS 60611
TWX NUMBER TELEPHONE 312-467 -9300 2000 WEST GLADES ROAD
910 - 221 -IIS4 SUITE 400
BOCA RATON, FLORIDA 33431
TELECOPIER _ TELEPHONE 30S- 392 -4400
312 -321 -6270
June 1, 1983
Mr. William Balling Mr. Michael D. Kadlecik
Village Manager Village Manager
Village of Buffalo Grove Village of Palatine
Mr. L.A. Hansan
Village Manager
Village of Arlington Heights
Mr. Thomas M. Markus
Village Manager
Village of Wheeling
Mr. James Holzwart
Executive Director
Northwest Water Commission
Re: First Amended Water Supply Contract
Revised Page'Three and Exhibit A
Gentlemen:
Enclosed for your respective records are one fully
initialed copy of revised page three and one fully initialed
copy of Exhibit A to the above - referenced Contract. These
pages are now part of the Water Supply Contract and replace
the previous corresponding pages in the April 4 version of
the Contract.
Please do not hesitate to call me if you have any
questions regarding this matter.
Sincerely,
Susan B. Harmon
SBH:bld
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TO: PRESIDENT & BOARD OF TRUSTEES
FROM: William R. Balling
DATE: May 12, 1983
SUBJECT: ORDINANCE APPROVING REVISIONS TO THE FIRST
AMENDED WATER SUPPLY CONTRACT
Attached please find a revised member form contract dated
May 16, 1983, as approved by the Village of Buffalo Grove
and other member agencies. We have been advised by corporate
counsel for the NWC that two modifications are necessary.
The first occurs on page 3 in the first full "Whereas" and
clarifies the reference to the municipalities' water and
sewer systems as being combined water & sewer systems, ac-
cording to Illinois law. In fact, that is the case for
each of the member communities, and while it might not be
necessary for us to maintain that status for the life of
the contract,for purposes of this agreement, our revenues would
be treated as though the systems are combined. This apparently
is a clarification suggested by bond counsel and approved by
the corporate counsel. The revised page 3 is at the very
end of your approved water contract.
Secondly, an exhibit A has been added to the combined water
system contract which depicts the NWC water supply system and
municipal systems in graphic form. The NWC did, on May 3,
approve the amended agreement and I recommend your approval
of these minor modifications.
Respectfully.submi
Village Manager
WRB /em
attachment
s
` ® Memho Form 5/6/83
ORDINANCE NO. 83 -26
AN ORDINANCE AMENDING ORDINANCE NO. 83 -18 TO
PROVIDE FOR THE REAPPROVAL OF THE
FIRST AMENDED WATER SUPPLY CONTRACT BETWEEN
THE NORTHWEST WATER COMMISSION AND ITS MEMBER MUNICIPALITIES
AND THE SUBSTITUTION OF A CORRECTED PAGE 3 AND THE
APPROVAL OF EXHIBIT A THERETO
!, EREAS, the President and Board of Trustees of the
Village of Buffalo Grove
have previously, by Ordinance No.
83-18 , approved the "First Amended Water Supply Contract
Between the Northwest Water Commission and the Village of
Arlington Heights, the Village of Buffalo Grove, the Village
of Palatine, the Village of Wheeling," dated April 4, 1983,
a copy of said Contract being attached hereto as Appendix I
and by this reference incorporated herein and made a part
hereof, and have authorized the President and Village Clerk
to execute said Contract on behalf of the Village of Buffalo
Grove and
WHEREAS, said Contract has been duly executed on behalf
of the Village of Buffalo Grove ; and
WHEREAS, a technical error in the language of the
recitals in said Contract has been discovered; and
WHEREAS, Exhibit A to said Contract has been prepared
for attachment thereto at this time.
NOW, THEREFORE, BE IT ORDAINED by the President and
Board of Trustees of the Village of Buffalo Grove [Cook
County] [Cook and Lake Counties], Illinois, as follows:
SECTION ONE: A revised page 3 of the "First Amended
Water Supply Contract Between the Northwest Water Commission
and the Village of Arlington Heights, the Village of Buffalo
a o
Grove, the Village of Palatine, the Village of Wheeling," a
copy of such revised page 3 being attached to this Ordinance
as Appendix II and by this reference incorporated herein and
made a part hereof, is hereby approved and substituted for
the previous page 3 of said Contract.
SECTION TWO: _Exhibit A to the aforesaid Contract,
a copy of said Exhibit being attached to thisOrdinance as
Appendix III and by this reference incorporated herein and
made a part hereof., entitled "Northwest Water Commission
Water Supply System and Municipality Municipal Systems," is
hereby approved and shall be attached to said Contract.
SECTION THREE: The President and Village Clerk of the
Village of Buffalo Grove are hereby authorized and directed
to initial six copies of each of the aforementioned revised
page 3 and Exhibit A on behalf of the Village of Buffalo Grove.
SECTION FOUR: In all other respects, Ordinance No.
83 -18 shall remain in full force and effect, and the
"First Amended Water Supply Contract Between the Northwest
Water Commission and the Village of Arlington Heights, the
Village of Buffalo Grove, the Village of Palatine, the
Village of Wheeling," with the substitution of revised page
3 and attachment of Exhibit A authorized by this Ordinance,
is hereby ratified, confirmed and reapproved.
SECTION FIVE: This Ordinance shall be in full force
and effect immediately upon its passage, by a vote of two-
thirds of the corporate authorities holding office, and
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approval in the manner provided by law, it being determined
by the President and Board of Trustees that the immediate
effectiveness of this Ordinance and of the reapproval of the
aforesaid First Amended Water Supply Contract is a matter of
urgency; and the Clerk is hereby directed to publish this
Ordinance, with Appendices, in pamphlet form.
PASSED THIS 16th DAY OF MAY, 1983.
AYES 4 - Stone, O'Reilly, Hartstein, Glover
NAYS: 0 - None
ABSTAIN: 0 - None
ABSENT: 2 - Mari enthal , Schwartz
APPROVED THIS 16th DAY OF MAY, 1983.
7 rx"��
'Vliflage President
ATTEST:
Vi1 age Clerk
(Seal)
m o
FIRST AMENDED
WATER SUPPLY CONTRACT
BETWEEN THE
NORTHWEST WATER COMMMISSION
me,
THE VILLAGE OF ARLINGTON HEIGHTS
THE VILLAGE OF BUFFALO GROVE
THE VILLAGE OF PALATINE
THE VILLAGE OF WHEELING
DATED APRIL 4, 1983.
Appendix I
Elk
SBH -C -9
TABLE OF CONTENTS
C•:
Page
Recitals ..... . ............................... ...... 1
Paragraph 1 -- Water Supply ............................ 5
(a) Quantity .. ............................ 5
(b) Quality...... ... .. 6
........ .......
(c) " Take -or- Pay" Obligation ............. 7
(d) Commission Obligation .................... 7
(e) Curtailments ............................. 8
Paragraph 2 -- Storage, Delivery, Distribution
and Conservation . ............................... 9
(a) Municipality Storage Requirement......... 9
(b) Points of Delivery ...................... 9
(c) Delivery Pressure.......... 10
(d) Operation of Municipal Systems........... 11
Paragraph 3 -- Measuring Equipment .................. 11
(a) Commission Meters and Records............ 11
(b) Municipality Check Meters.......... 13
(c) Unit of Measurement ............... 14
(d) Meter Inaccuracy; Estimated Quantities... 14
(e) Notice of Tests, Calibrations and
Adjustments .............................. 15
Paragraph 4 --
Initial Financing and Repayment;
Financing
(a)
Contingency ..............................
Municipality Payments for Development
16
(b)
Costs; Repayment Waived ..................
Municipality Payments for Construction
16
and Operating Costs; Partial Repayment...
16
(c)
Commission Partial Repayment
(d)
Obligation.. . . ..........
Subordination ofMunicipalities'
17
(e)
Repayment Rights .... .. ........
. . .........
Commission Bonds; Additional
20
Municipality Payments ....................
20
Paragraph 5 -- Charges; Computation and
Terms of Payment ................................... 22
(a) Annual Charges ...................... 22
(b) Quarterly Usage Surcharge ................ 28
(c) Guarantee Payment ........................ 29
Paragraph 6 -- Disputes, and Defaults of Payment
Obligations ........................................ 32
(a) Payment Disputes; Obligation to Make
Disputed Payments; Right to Refund....... 32
(b) Payment Defaults; Remedies ............... 34
0 0
Paragraph 7 --
Covenants.........
(a)
...
Commission Best Efforts ; Conditions...
35
(b)
Initial Delivery; Delays; Payment ���
35
Obligation to Continue Notwithstanding
(c)
Delays.
Continuous . Additional • Supplies—,
36
(d)
Title; Liability; Hold Harmless..........
37
37
(e)
Commission Charges and Rates Covenant....
38
(f)
Municipality Charges and Rates
(g)
Covenant........ ... . ..........
Additional Municipality Covenants........
39
(h)
Character of Payment Obligations as
39
Water Revenue Obligations ................
41
(i)
Character of Payment Obligations as
Operating Expenses .....................
41
Paragraph
8 --
Service to Others .......................
43
Paragraph
9 --
Arbitration
.........................
43
Paragraph
10 --
Force Majeure ...........................
46
Paragraph
11 --
Modification ...........................
47
Paragraph
12 --
Non - Assignability ......................
47
Paragraph
13 --
Regulatory Bodies ......................
48
Paragraph
14 --
Notices ................................ .................
Paragraph
15 --
Severability; Conflicts...........
50
..
Paragraph
16 --
Effective Date and Term ................
50
Paragraph
17 --
Entire Agreement...... .......
...
50
.......
Index of Terms
.......... ...............................
53
Exhibit A
..................
.......... ............... ..
54
Exhibit B ...............
...............................
55
NO
SBH -B -9
FIRST AMENDED
WATER SUPPLY CONTRACT
BETWEEN THE
NORTHWEST WATER COMMMISSION
AND
THE VILLAGE OF ARLINGTON HEIGHTS
THE VILLAGE OF BUFFALO GROVE
THE VILLAGE OF PALATINE
THE VILLAGE OF WHEELING
THIS FIRST AMENDED WATER SUPPLY CONTRACT (hereinafter
referred to as this "Contract ") made and entered into as of this
4th day of April, 1983, by, between and among the NORTHWEST WATER
COMMISSION (hereinafter referred to as the "Commission ") a water
commission created under Chapter 24, Article 11, Division 135,
Illinois Revised Statutes, and the VILLAGE OF ARLINGTON HEIGHTS
(hereinafter sometimes referred to as "Arlington Heights "), the
VILLAGE OF BUFFALO GROVE (hereinafter sometimes referred to as
"Buffalo Grove "), the VILLAGE OF PALATINE (hereinafter sometimes
referred to as "Palatine "), the VILLAGE OF WHEELING (hereinafter
sometimes referred to as "Wheeling "), municipal corporations in
Cook and Lake Counties, Illinois acting under the Constitution
and laws of the State of Illinois, and each of them, (hereinafter
sometimes referred to individually as the "Municipality" and
collectively as the "Municipalities "),
W I T N E S S E T H:
WHEREAS, the Commission has been created to acquire and
operate a common source of supply of water and to develop facil-
ities of sufficient capacity to furnish an adequate supply of
potable water to Commission members and customers; and
WHEREAS, each of the Municipalities has received from
the State of Illinois Department of Transportation an allocation
of Lake Michigan water as detailed in said Department's Admini-
strative Opinion and Order LMO 80 -4 and, in the case of Palatine,
as modified in said Department's Administrative Opinion and Order
LMO 81 -3; and
WHEREAS, the Commission has entered into a Water Supply
Contract with the City of Evanston, dated March 4, 1981, (herein-
after referred to as the "Evanston Contract ") in order to have
available Lake Michigan water in the quantities herein contracted
to be sold by it to the Municipalities; and
WHEREAS, the Commission and each of the Municipalities
have previously entered into substantially identical Northwest
Water Commission Water Supply Contracts dated April 6, 1981, and
have amended said Water Supply Contracts by entering into sub-
stantially identical First Amendments thereto dated March 15,
1982, in the case of Arlington Heights, Buffalo Grove and
Wheeling, and dated March 8, 1982 in the case of Palatine; and
WHEREAS, the Commission and the Municipalities have
previously entered into an "Intergovernmental Agreement Providing
for Proportionate Transfers of Funds between the Northwest Water
Commission and Its Member Municipalities," dated March 15, 1982;
and
WHEREAS, the aforementioned Water Supply Contracts,
First Amendments and Intergovernmental Agreement set forth the
terms and conditions under which the Commission has agreed to
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supply Lake Michigan water to the Municipalities and certain
arrangements relating to the financing of the Commission's pro-
ject to acquire and operate a common source of supply of Lake
Michigan water (hereinafter referred to as the Commission's
"Water Supply System" and generally depicted in Exhibit A
attached hereto and by this reference incorporated herein and
made a part hereof); and
WHEREAS, each of the Municipalities owns its own water-
works system, which systems, for purposes of this Contract, shall
be deemed to include the Municipalities' combined water and sewer
systems (hereinafter referred to as the "Municipal Systems" and
generally depicted in Exhibit A attached hereto and by this
reference incorporated herein and made a part hereof), and is
desirous of obtaining a more adequate and dependable public water
supply; and
WHEREAS, the Commission is currently constructing its
Water Supply System, which will serve as a common source of sup-
ply of "Lake Michigan water for the Municipalities; and
WHEREAS, the Commission is preparing presently to issue
and sell its revenue bonds in an amount adequate to complete the
construction of its Water Supply System and for such other pur-
poses as may be required or authorized by applicable statutes or
in the ordinance or ordinances.,authorizing the issuance of such
bonds (such bonds, together with any additional bonds issued by
the Commission for the completion, reconstruction, replacement,
ur,R�gy� Revised - 3
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improvement, alteration or extension of said Water Supply System,
and any bonds issued to refund such bonds, either as to principal
or interest, or for making deposits in reserve funds and
accounts, or for paying capitalized interest, and for paying the
costs of issuance of such bonds, hereinafter referred to as "the
Bonds "); and
WHEREAS, the Commission and the Municipalities desire to
enter into this Contract in order to consolidate the provisions
of the aforementioned Water Supply Contracts, First Amendments
and Intergovernmental Agreement, to reflect certain changes and
refinements in the financing plan for the Commission's Water
Supply System, and to provide for other necessary and appropriate
amendments to said Contracts, Amendments and Agreement; and
WHEREAS, by entering into this Contract, the parties
intend that it shall supercede the aforementioned Contracts,
Amendments and Agreement and that from and after the effective
date of this Contract said Contracts, Amendments and Agreement -
shall become null and void and that this Contract shall thereupon
become the entire agreement between and among the Commission and
the Municipalities with regard to the matters addressed herein;
and
WHEREAS, the parties each hereby acknowledge that the
Commission will use this Contract as the basis for obtaining
credit through the issuance of the Commission's Bonds and as the
source of funds for payment of the principal, of premium, if any,
and interest on such Bonds, for the payment of its maintenance
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and operating expenses, and for the establishment and maintenance
of accounts and reserves for such purposes as may be required or
authorized by applicable statutes and the ordinance or ordinances
authorizing the issuance of the Bonds; and
WHEREAS, by the execution of this Contract, the Muni-
cipalities are surrendering none of their rights to the ownership
and operation of their respective Municipal Systems, nor is the
Commission surrendering any of its rights to the ownership and
operation of its Water Supply System, but each expressly asserts
its ownership of and continued right to operate such Systems
consistent with this Contract;
NOW THEREFORE, in consideration of the foregoing and of
the mutual covenants and agreements herein contained, and pur-
suant to authority under the Constitution and laws of the State
of Illinois, and particularly Chapter 24, Article 11, Division
135, Illinois Revised Statutes, 1981; Article VII, Section 10 of
the Illinois Constitution of 1970; Chapter 127, Section 741 et
seq., Illinois Revised Statutes, 1981; and the home rule powers
of the Municipalities, the Commission and the Municipalities
hereby agree as follows:
1. Water Supply.
(a) Quantity. Subject to the provisions stated in
this Contract, each of the Municipalities agrees to purchase from
the Commission and the Commission agrees to sell to each of the
Municipalities, an amount of Lake Michigan water necessary from
time to time to serve the full water requirements of all present
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and future customers of the respective Municipalities' Municipal
Systems, including municipal use, system leakage and metering
losses, located within or without the corporate limits of such
Municipalities (hereinafter referred to as the Municipalities'
respective "Full Water Requirements "); provided, however, that
the Commission's obligation to deliver water to each Municipality
hereunder during each calendar year shall be limited to a maximum
annual amount determined on the basis of that Municipality's
average daily water allocation in effect for such calendar year
as set forth in Exhibit B attached hereto and by this reference
incorporated herein and made a part hereof (hereinafter referred
to as each Municipality's "Allocation ") and that the Commission
shall not be obligated hereunder to provide to any Municipality
water for resale by such Municipality to any person other than
the retail customers of its Municipal System; and provided
further that the maximum quantity of water that the Commission
shall be required to deliver to any Municipality in any one day
shall be an amount equal to 1.8 times that Municipality's then
average daily water allocation as set forth in Exhibit B.
(b) Quality. The Commission shall provide in any
and all contracts for its water supply that all water delivered
to the Commission under said contracts shall be of such quality,
at the point of delivery to the Commission under said contracts,
as to meet the requirements of any Federal, State or local agency
as shall have jurisdiction from time to time for establishing
public water supply standards. The Commission shall use its best
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efforts to prevent contamination during transmission from said
point of delivery to the Municipalities' respective Points of
Delivery. The Commission shall not, however, be responsible for
water treatment except to the extent necessary to maintain
bacteriological standards in accordance with applicable regula-
tions of the State of Illinois.
(c) "Take -or -Pay" Obligation. Notwithstanding any
other provision of this Contract, if at any time any Municipality
shall fail to take from the Commission its Full Water Require-
ments for whatever reason, that Municipality shall nevertheless
be deemed to be taking such Full Water Requirements.from the
Commission for purposes of determining payments due the Commis-
sion under Paragraph 5 hereof. Each of the Municipalities hereby
acknowledges its unconditional obligation to make all payments
coming due under Paragraph 5 on the basis of its Full Water
Requirements regardless of whether all or any portion of its Full
Water Requirements are or are not received from or delivered by
the Commission, regardless of the reason for any failure to
receive or deliver such Full Water Requirements.
(d) Commission Obligation. The Commission shall
use its best efforts to become and remain in a position to fur-
nish water as herein contracted to be sold to the Municipalities,
but its obligation hereunder shall be limited by the completion
and capacity of the Commission's Water Supply System; the amount
of water from time to time available to the Commission, account-
ing for ordinary transmission loss, including standard metering
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0 0
error, between the Commission's source of supply and the Points
of Delivery; and contracts between the Commission and its other
customers. The Commission undertakes to use reasonable care and
diligence to provide a constant supply.of water as herein pro-
vided for, but reserves the right at any time to turn off the
water in its mains for emergency and maintenance purposes. The
Commission shall give forty -eight (48) hours' notice of any such
turn -off, except that in emergencies it shall give notice which
is reasonable under the particular circumstances.
(e) Curtailments. In the event that it should
become necessary for the Commission to limit the delivery of
water through its Water Supply System for any reason, each of the
Municipalities shall be entitled to receive during such period of
curtailment its respective pro -rata share, based upon the Munici-
palities' Adjusted Shares (as defined under subparagraph 5(b) of
this Contract) for the most recent quarterly billing period, of
water available for delivery to the Municipalities during such
period. Nothing in this Contract shall be construed to prohibit
the Municipalities or any of them from serving their customers in
cases of emergency from any source other than the Commission,
including wells owned by the Municipalities and maintained for
emergency use in accordance with applicable Rules of the Illinois
Department of Transportation. It is expressly understood and
agreed, however, that each of the Municipalities shall never-
theless be deemed to be taking its respective Full Water Require-
ments during any such period of curtailment or emergency for the
Lal
purpose of determining payments due from it to the Commission
under Paragraph 5 hereof, and no such curtailment or emergency
shall in any way affect or relieve the Municipalities' respective
payment obligations hereunder.
2. Storage, Delivery, Distribution and Conservation.
(a) Municipality Storage Requirement. Each of the
Municipalities shall provide facilities adequate at all times to
receive all water required to be delivered hereunder, and shall
provide storage capacity for not less than their respective
average daily water allocations from time to time as set forth in
Exhibit B hereto.
(b) Points of Delivery. Each Municipality's
"Points of Delivery" shall be defined as the points of outlet
where the water delivered hereunder leaves the Commission's Water
Supply System and enters such Municipality's receiving storage
facilities. The Points of Delivery of water to the Municipal-
ities from the Commission's Water Supply System shall be at the
following approximate locations and maximum required elevations:
Arlington Heights:
1. 3702 N. Kennicott Avenue -- 777.0' U.S.G.S.
2. 1405 W. Kirchoff Road -- 739.0' U.S.G.S.
3. 222 N. Ridge -- 749.0' U.S.G.S.
Buffalo Grove:
1.
400
LaSalle Lane
-- 683.25' U.S.G.S.
2.
120
Horatio Boulevard -- 678.0' U.S.G.S.
3.
345
S. Arlington
Heights Road -- 731.0' U.S.G.S.
4.
525
N. Arlington
Heights Road -- 703.25' U.S.G.S.
A
Palatine:
Wheeling:
0
1. Palatine High School -- 781.33' U.S.G.S.
2. Salt Creek at Michigan Avenue -- 763.68' U.S.G.S.
1. Commonwealth Ed. /Soo Line R -O -W South of Lake Cook
Road -- 695.00' U.S.G.S.
2. Wheeling Road North of Hintz Road -- 695.00'
U.S.G.S.
3. Commonwealth Ed. R -O -W North of Old Willow Road --
695.00' U.S.G.S.
Arlington Heights, Buffalo Grove and Wheeling each agree
to reimburse the Commission in full on demand for the cost to the
Commission of designing and constructing their respective third
and, in the case of Buffalo Grove, fourth Points . of -Delivery as
listed above. Such reimbursements shall be obligations coming
due pursuant only to this subparagraph (b) and not pursuant to
Paragraph 5 below, and such reimbursements shall not constitute
"Commission Receipts" or revenue of any nature for purposes of
this Contract. Such reimbursements shall, upon receipt, be
placed in the Commission Construction Fund or such other fund or
account as may be required or authorized by the ordinance or
ordinances authorizing the issuance of the Bonds.
(c) Delivery Pressure. Water shall be delivered
at atmospheric pressure such that an air gap exists between the
Commission's Water Supply System and each Municipality's receiv-
ing storage facilities; provided, however, that in the case of
Wheeling's Points of Delivery, where water may be delivered at
direct pressure during such periods, .if any, when delivery condi-
tions are such that delivery takes place at a point higher than
- 10 -
the maximum required elevation, and in the case of Buffalo
Grove's second Point of Delivery (120 Horatio Boulevard), where a
water line connecting a Village well to the receiving storage
facility and to Buffalo Grove's Municipal System intersects the
Water Supply System at a point located between the Commission's
meter and said Point of Delivery, backflow prevention equipment
will be provided and maintained in good working order at all
times.
(d) Operation of Municipal Systems. Each of the
Municipalities agrees to operate its Municipal System from the
Points of Delivery on to the consumer in such a manner as to at
no time place the Commission and its Water Supply System in jeo-
pardy of failing to meet (1) the regulations of any agency or
governmental authority having jurisdiction over the operation of
public water supply systems or (2) the commitments the Commission
has to its other customers and to its water suppliers. Each of
the Municipalities also agrees to notify the Commission as
promptly as possible of all emergency and other conditions which
may directly or indirectly affect the quantity or the quality of
the water to be received hereunder or the Commission's Water
Supply System or water supply. Each of the Municipalities
further agrees to take reasonable measures to conserve water.
3. Measuring Equipment.
(a) Commission Meters and Records. The Commission
shall furnish, install, operate, maintain, repair and replace at
its own expense at the Points of Delivery such metering equipment
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of a type meeting the standards of the American Water Works
Association (hereinafter referrred to as "AWWA ") as shall be
necessary for measuring properly the quantity of water delivered
under this Contract, together with such structures as the Commis-
sion shall deem necessary to house such equipment and devises.
The measurement of water delivered to the Municipalities shall be
by said equipment. Such meter or meters and other equipment so
installed and structures so constructed shall remain the property
of the Commission. Such structures and equipment shall be
located upon land in which an ownership interest or appropriate
easement rights have been provided to the Commission by the re-
spective Municipalities for such purpose. Both the Commission
and the respective Municipalities shall have access to such
structures and equipment for examination and inspection at all
reasonable times, but the reading for billing purposes, calibra-
tion and adjustment of the equipment shall be done only by the
employees or agents of the Commission. Not more than once in
each calendar year, the Commission shall, if so requested in
writing by any Municipality, calibrate its meters in the presence
of representatives of each of the Municipalities. The parties
shall jointly observe any adjustments which are made to the
meters in case any adjustments shall be necessary.
For the purpose of this Contract, the official record of
readings of.the meter or meters shall be the journal or other
record book of the Commission in its office in which the records
of the employees or agents of the Commission who take the read-
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r
n
E
ings are or may be transcribed. Upon written request of any
Municipality, the Commission will give such Municipality a copy
of such journal or record book, or permit the Municipality to
have access thereto in the office of the Commission during regu-
lar business hours.
(b) Municipality Check Meters. Each of the Munic-
ipalities may, at its option and own expense, install and operate
a check meter to check each meter installed by the Commission at
such Municipality's Points of Delivery, but except in the cases
hereinafter specifically provided to the contrary, the measure-
ment of water for the purpose of this Contract shall be solely by
the Commission's meters. All such check meters shall be of
standard make, shall meet AWWA standards, and shall be subject at
all reasonable times to inspection and examination by any
employee or agent of the Commission, but the calibration and
adjustment thereof shall be made only by the respective Munici-
palities, except during any period when a check meter may be used
pursuant to the provisions hereof for measuring the amount of
water delivered, in which case the calibration and adjustment
thereof shall be made by the Commission with like effect as if
such check meter or meters had been furnished and installed by
the Commission. Any calibration of such meters shall be done
only in the presence of a representative of the Commission and
the parties.shall jointly observe any adjustment in case any
adjustment is necessary.
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H
101
(c) Unit of Measurement. The unit of measurement
for water delivered hereunder shall be gallons of water, U.S.
Standard Liquid Measure, and all measuring devices shall, unless
the parties otherwise agree, be so calibrated. In the event that
it should become necessary or desirable to use other units of
measurement, the basis of conversion shall be that 7.48 gallons
is equivalent to one (1) cubic foot.
(d) Meter Inaccuracy; Estimated Quantities. If
any party hereto at any time observes a variation between a
delivery meter and any check meter, or any other evidence of
meter malfunction, such party shall promptly notify all of the
other parties and the parties hereto shall then cooperate to
procure an immediate calibration test and adjustment of such
meter to accuracy and shall jointly observe any such adjustment.
If, upon any test, the percentage of inaccuracy of any
meter is found to be in excess of two percent (2 %), the registra-
tion thereof shall be corrected, by agreement of the parties
based upon the best data available, for a period extending back
to the time when such inaccuracy began, if such time is ascer-
tainable, and if such time is not ascertainable, then for a per-
iod extending back one -half (1/2) of the time elapsed since the
last date of calibration, but in no event further back than a
period of six (6) months.
If for any reason any meters are out of service or out
of repair so that the amount of water delivered cannot be ascer-
tained or computed from the reading thereof, the water delivered
- 14 -
during the period such meters are out of service or out of repair
shall be estimated and agreed upon by the parties hereto upon the
basis of the best data available. For such purpose, the best
data available shall be deemed to be the registration of any
check meter or meters if the same have been installed and are
accurately registering. Otherwise, the amount of water delivered
during such period may be estimated (1) by correcting the error
if the percentage of the error is ascertainable by calibration
tests or mathematical calculations, or (2) if the error is not
ascertainable by calibration tests or mathematical calculation,
by estimating the quantity of delivery by considering other data
deemed relevant by the parties, including but not limited to
deliveries during preceding periods when the meter or meters were
registering accurately. Any inability to agree upon such correc-
tion or estimate shall be referred to arbitration in accordance
with the procedure described in Paragraph 9 hereof. During any
period of such disagreement, the Commission's estimate of water
delivered shall be used for the purpose of computing payments due
under Paragraph 5 hereof, and any adjustments based upon later
resolution of such disagreement shall be made by appropriate
adjustments to the quarterly installment payments of the affected
Municipalities' Annual Charges remaining to be paid during the
Service Year.
(e) Notice of Tests, Calibrations and Adjust-
ments. Each party shall give the other parties forty -eight (48)
hours' notice of the time of all tests,,calibrations and adjust-
- 15 -
ments of meters so that the other parties may conveniently have a
representative present. If said representatives are not present
at the time set in such notice, testing, calibration and adjust-
ment may, notwithstanding any other provision of this Paragraph,
proceed in the absence of said representatives.
4. Initial Financ
and Repayment, Financinc
(a) Municipality Payments for Development Costs;
Repayment Waived. The parties hereto hereby acknowledge that the
Municipalities have previously paid to the Commission the follow-
ing amounts as their proportionate shares of Commission develop-
ment costs:
Arlington Heights:
Buffalo Grove:
Palatine:
Wheeling:
$2,605,200.
1,035,400.
2,084,160.
995,240.
Except for such account as may be taken of such payments pursuant
to Paragraph 8 hereof, it is hereby expressly understood and
agreed that said amounts shall not be repaid to the Municipal-
ities.
(b) Municipality Payments for Construction and
Operating Copts; Partial Repayment. The parties further acknowl-
edge that the Municipalities have previously paid to the Commis-
sion the following amounts as their proportionate shares of Com-
mission construction and operating costs expected to be incurred
prior to the initial issuance of the Bonds:
- 16 -
L�
Arlington Heights:
Buffalo Grove:
Palatine:
r�
LJ
$11,138,400.
4,426,800.
8,910,720.
Wheeling: 4,084,080.
Except for such account as may be taken of such payments pursuant
to Paragraph 8 hereof, it is hereby expressly understood and
agreed that said amounts shall be proportionately repaid only in
part and only to the extent and in the manner set forth in sub-
paragraph,4(c) below.
(c) Commission Partial Re ayment Obligation. In
full satisfaction of its partial repayment obligation under sub-
paragraph 4(b) above, the Commission agrees to pay, as partial
repayment to the Municipalities for the obligations incurred by
the Municipalities in order to pay to the Commission the amounts
set forth in said subparagraph 4(b), the following amounts in
accordance with the formula hereinafter set forth in this sub-
paragraph (c):
CALENDAR YEAR ANNUAL AMOUNT
1983 $854,500.
1984 869,260.
1985 869,040.
1986 960,400.
1987 1,004,800.
1988 1,004,500.
1989 1,004,000.
1990 11000,500.
- 17 -
1991
1,006,500.
1992
1,008,000.
1993
11005,000.
1994
11010,000.
1995
1 996,500.
1996 991,000.
1997
992,000.
1998
9981000.
1999
995,000.
2000
933,000.
2001 868,000.
The Commission agrees to pay to each of the Municipalities, on or
before the fifth (5th) business day in December in each calendar
year listed above, the Municipality's respective "Annual Repay-
ment Percentage" of the annual amount set forth for said calendar
year, calculated according to the following formula:
Adjusted Share - (4) x (Adjusted Share Percentage = Annual
Percentage - Model Percentage) Repayment
Percentage
where:
(i) the "Adjusted Share Percentage" is the
Municipality's Adjusted Share, as defined in
subparagraph 5(b) of this Contract, determined
on November 1 of the year in question and ex-
pressed as a percentage; and
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0 0
(ii) the "Model Percentage" is
for Arlington Heights 39.00%
for Buffalo Grove 15.50%
for Palatine 31.20%
for Wheeling 14.30%
In any case where the above formula produces a negative Annual
Repayment Percentage for any Municipality, said Municipality
shall not, for the year in question, be entitled to any repayment
pursuant to this subparagraph (c) but instead shall be required
to, and shall, pay to the Commission an additional amount deter-
mined by multiplying said Annual Repayment Percentage, expressed
as a positive number, by the annual amount for the year in ques-
tion. Such additional amounts shall be due and payable ,within 10
days after delivery by the Commisison of an invoice therefor;
provided, however, that no such additional amount shall be deemed
delinquent in the event that the corporate authorities of the
Municipality in question have no scheduled meeting during such 10
day period, so long as said additional amount is paid to the
Commission as soon as is reasonably possible taking account of
the meeting schedule of said corporate authorities and in any
event within 21 days after delivery by the Commission of the
invoice for said additional amount. Additional amounts so paid
to the Commission shall, subject to subparagraph 4(d) below, be
used to enable the Commission to offset repayments required to be
made to the other Municipalities for the year in question in
accordance with this subparagraph (c).
E
E-4-
Notwithstanding the foregoing, if any Municipality has
not made all payments due or claimed to be due under this Con-
tract at the time set for the repayments provided for in this
subparagraph (c), said Municipality's repayment shall first be
applied by the Commission to all such payments due or claimed to
be due, and the balance of such repayment, if any, shall there-
after be forwarded by the Commission to the Municipality.
(d) Subordination of Municipalities' Repayment
Rights. The Commission and the Municipalities agree that the
Municipalities' rights to the repayments required under subpara-
graph 4(c) above are subordinate to the Commission's obligation
to acquire and operate a common source of supply of Lake Michigan
water and to its prior obligations under the ordinance or ordi-
nances authorizing the issuance of the Bonds. Such repayments'
shall be made only as provided in the ordinance or ordinances
authorizing the issuance of the Bonds. Accordingly, it is
expressly agreed that the Commission's repayment obligation under
subparagraph 4(c) above shall be suspended if and to the full
extent necessary from time to time to avoid a default on any of
the Commission's obligations and responsibilities as they come
due, including without limitation the making of all deposits
required to be made under the ordinance or ordinances authorizing
the issuance of the Bonds.
(e) Commission Bonds; Additional Municipality
Payments. The Municipalities and the Commission recognize that
the amounts heretofore paid as set forth in subparagraphs 4(a)
- 20 -
Ea
and 4(b) above are not sufficient to complete the Commission's
Water Supply System project, but are intended only to finance the
project through the anticipated time of the initial issuance of
the Bonds. The Commission agrees to use its best efforts to
finance the remainder of-the project with the Bonds. In the
event that the Commission determines not to issue the Bonds for
such purpose, however, the Municipalities hereby agree that they
shall, upon ninety (90) days' written notice from the Commission,
pay to the Commission, in addition to the sums set forth in sub-
paragraphs 4(a) and 4(b) above, the following amounts:
Arlington Heights
Buffalo Grove
Palatine
Wheeling
$12,409,800.
$ 4,932,100.
$ 9, 927, 840.
$ 4,550,260.
A minimum of ten percent of each such amount shall be in cash,
with the balance being paid as follows:
(i) In U.S. Treasury Bills pur-
chased within one year of the transfer date
and maturing within 30 days of the transfer
date, at their amortized value; or
(ii) By transferring title to the
Commission of certificates of deposit issued
by any of the four largest banks in the City
of.Chicago, measured in terms of total assets,
purchased at par within one year of the trans-
fer date and maturing within 30 days of the
- 21 -
C =.
transfer date, valued at par. The respective
Municipalities and the Commission will divide
pro -rata shares of interest on said certifi-
cates when received.
The Commission and the Municipalities agree that said
payments, if required to be made, shall not constitute operating
expenses of the Municipalities' waterworks systems under subpara-
graph 7(i) hereof.
The Commission agrees that such funds, and any invest-
ment income therefrom, shall be used only for financing the
acquisition of the Commission's Water Supply System -and such
other purposes as may be authorized by applicable statutes.
The Commission and the Municipalities agree that the
obligations of the Municipalities under the provisions of this
subparagraph (e) shall be cancelled and of no further force or
effect upon the issuance of any Commission Bonds in 1983.
5. Charges; Computation and Terms of Payment.
(a) Annual Charges. Each of the Municipalities
agrees to pay the Commission, during each "Service Year," an
"Annual Charge" which shall be the respective "Municipality's
Share" of the Commission's "Net Annual Cost."
The "Service Year" shall extend from May 1 to April 30.
Each "Municipality's Share" shall be a fraction of which
(1) the numerator is the amount of water delivered (or deemed to
be delivered under subparagraph 1(c) above if less than its Full
Water Requirements are taken) to that Municipality by the Commis-
- 22 -
sion during the prior twelve consecutive month period ended on
December 31 immediately preceding the start of the Service Year
in question and (2) the denominator is the total amount of water
delivered (or deemed to be delivered under subparagraph 1(c)
above if less than their total Full Water Requirements are taken)
to all of the Municipalities by the Commission during such twelve
consecutive month period; provided, however, that for periods
before the Commission has first delivered water to said Munici-
palities for a full twelve consecutive month period ended
December 31, the amounts of water delivered to the Municipalities
shall be deemed to be their respective Allocations for such
periods. (Prior to October 1, 1983, the 1984 Allocation of each
Municipality shall be deemed to be its Allocation.)
The Commission's "Net Annual Cost" shall be an amount
determined by the Commission as the excess of "Commission Ex-
penses" over "Commission Receipts" during the Service Year.
"Commission Expenses" shall be those amounts determined
from time to time by the Commission to be necessary: (1) to pay,
as they come due, the costs of operation and maintenance of the
Commission's Water Supply System, including those charges payable
by the Commission under the Evanston Contract; (2) to pay, as
they come due, the principal of, at maturity or pursuant to man-
datory redemption requirements, premium, if any, and interest on
the Bonds; (3) to provide an adequate depreciation fund for the
Commission's Water Supply System as determined by the Commission
on the basis of its statutory duties and its obligations under
- 23 -
the Bonds and the ordinance or ordinances authorizing the issu-
ance of the Bonds; (4) to comply with the covenants of the ordi-
nance or ordinances authorizing the issuance of the Bonds; (5) to
meet parity bond requirements of the ordinance or ordinances
authorizing the issuance of.the Bonds; (6) to repay all obliga-
tions incurred by the Commission for which other adequate provi-
sion has not been made; and (7) to provide for the repayment,
subject to the limitations of subparagraph 4(d), of the amounts
due to the Municipalities pursuant to subparagraph 4(c) and for
this purpose the Commission specifically agrees to include the
following amounts in its budget for each Service.Year until and
including 2002:
SERVICE YEAR ENDED APRIL 30 AMOUNT
1984 $ 857,500
1985 869 250
- 24 -
.
1986
877,500
1987
973,000
1988
1,012,350
1989
1,004,400
1990
1,004,200
1991
1,001,700
1992
1,006,500
1993
1,007,000
1994
1,006,000
1995
11008,000
1996
995,000
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1997
991,000
1998
992,500
1999
997,000
2000
994,500
2001
918,500
2002
683,200
"Commission Receipts" shall be those amounts (if any)
determined from time to time by the Commission to be available
from (1) rates and charges to be collected by the Commission
under water service contracts with Commission customers or
members other than the Municipalities; (2) any other revenues
(other than revenues collected by the Commission pursuant to this
Contract) to be collected by the Commission for or with respect
to the use or services of its Water Supply System; (3) interest
to be credited to the Water Fund established by the initial ordi-
nance authorizing the issuance of the Bonds; and (4) any surplus
on hand, without regard to its source, and, in the sole discre-
tion of the Commission, available to the Commission to pay or
provide for Commission Expenses during the Service Year.
The Commission's financial books and records shall be
audited annually by a qualified independent certified public
accountant. Each of the Municipalities shall be provided with a
report of each such annual audit.
On.or before February 15 each year, the Commission shall
prepare a budget for the next following Service Year and shall in
such budget determine the Net Annual Cost and each Municipality's
- 25 -
N
E
Share thereof, and each Municipality's Annual Charge for the next
following Service Year. The Commission shall then deliver to
each of the Municipalities a statement of such Net Annual Cost,
that Municipality's Share thereof and its Annual Charge, which
statement shall include a detailed explanation of the computa-
tions thereof. Said statement shall serve as the basis for each
Municipality's payment of its Annual Charge during the said next
following Service Year.
Following receipt of the aforesaid statement each of the
Municipalities shall pay to the Commission, without further
demand by the Commission, said Municipality's Annual Charge.
Said Annual Charge shall be paid in advance in four installments
as follows: 30% of the Annual Charge on or before May 1 and
August 1, and 20% of the Annual Charge on or before November 1
and February 1 of each Service Year. Payments under this Con-
tract shall be made to the Commission at its principal office or,
upon written notice to the Municipalities, directly to a bank or
trust company in the State of Illinois selected by the Commission
as a depository of funds received hereunder to carry out the
purposes of this Contract.
Throughout the duration of each Service Year, the Com-
mission shall analyze and, if necessary, revise its budget and
review each Municipality's Share and its Annual Charge required
hereunder to determine if such Annual Charges are sufficient to
meet the Commission's reasonably foreseeable obligations as they
come due and to determine if said Muncipality's Shares are
- 26 -
N
E
equitable as among the Municipalities. In the event that such
Annual Charges are deemed not sufficient for any reason, or in
the event that such Municipality's Shares are deemed inequitable
due to any substantial unforeseen change in any Municipality's
water needs, the Commission shall adjust any or all of the
Municipalities' Annual Charges to provide sufficient and equit-
able amounts; provided, however, that in no event shall the Muni-
cipalities' Annual Charges, taken together, be less than an
amount sufficient to cover the Net Annual Cost; and, provided
further, that no such adjustment shall be permitted if, as a
result, the Commission would not be able to meet Commission
Expenses as they came due or if such adjustment would violate any
Commission obligation under the Bonds or the ordinance or ordi-
nances authorizing the issuance of the Bonds. A detailed state-
ment setting forth the reason for any such adjustments and the
calculation thereof shall be delivered to each of the Municipali-
ties no less than thirty (30) days prior to the due date of the
first installment payment to be based thereon. Any additional
amounts due the Commission or reductions due any Municipality
pursuant to any such adjustment shall be paid or credited, as the
case may be, in equal installments as part of the installment
payments remaining to be paid during the Service Year in ques-
tion.
In addition to any adjustments that may be made pursuant
to the foregoing paragraph, the Commission may also bill the
Municipalities for their respective Municipality's Shares of any
- 27 -
11
0 0
amounts required by the Commission to cover any final Quantity
Charge issued by the City of Evanston to the Commission pursuant
to the provisions of subparagraph 6(d) of the Evanston Contract,
and each of the Municipalities hereby agrees to pay the amount of
any such bill to the Commission within 21 days after delivery by
the Commission of such bill.
Liability for making payments as set forth in this sub-
paragraph (a) shall commence on May 1, 1983.
(b) Quarterly Usage Surcharge. In addition to the
Annual Charge specified in subparagraph 5(a) above, each Munic-
ipality shall pay, if applicable to it, a "Quarterly Usage Sur-
charge" calculated by multiplying the "Net Quarterly Cost" by
that Municipality's "Adjusted Share" and subtracting from such
product the amount of the quarterly installment payment of said
Municipality's Annual Charge due from the Municipality as cal-
culated under subparagraph 5(a) above. As of the end of each
quarterly billing period specified in subparagraph 5(a) above,
each Municipality's Adjusted Share shall be determined by recal-
culating that Municipality's Share as defined in subparagraph
5(a) using the 12 consecutive month period ending with the end of
the quarterly billing period in question. The "Net Quarterly
Cost" shall be an amount equal to the "Net Annual Cost" deter-
mined under subparagraph 5(a) above multiplied by 30% for the
quarters beginning May 1 and August 1 and 20% for the quarters
beginning November 1 and February 1. Where the amount resulting
from multiplying the Net Quarterly Cost by any Municipality's
- 28 -
H
Adjusted Share for any quarter exceeds the amount of the
quarterly installment payment due as calculated under subpara-
graph 5(a) above, the Commission shall promptly bill,and that
Municipality shall, within thirty (30) days following delivery by
the Commission of such bill, pay to the Commission, in addition
to said quarterly installment payment, a "Quarterly Usage Sur-
charge" equal to such excess.
(c) Guarantee Payment. In the event that any
Municipality shall fail to make in full any quarterly installment
payment claimed by the Commission to be due under subparagraph
5(a) hereof or any Quarterly Usage Surcharge payment claimed by
the Commission to be due under subparagraph 5(b) hereof, and such
non - payment shall continue for a period in excess of thirty (30)
days from the due date, each of the other, non - defaulting
Municipalities agrees that it shall, on each of its regular quar-
terly installment payment dates following such non - payment and
until all arrearages, including any additional non - payments by
the defaulting Municipality, have been eliminated, make, in addi-
tion to all other payments hereunder required, a quarterly
"Guarantee Payment" which shall be calculated by multiplying its
"Guarantee. Share" by the "Guarantee Revenue Need."
Each non - defaulting Municipality's "Guarantee Share"
shall be a fraction of which (1) the numerator is the amount of
water delivered, or deemed to be delivered under subparagraph
1(c) hereof, to that Municipality during the most recent quar-
terly billing period for which the Commission has complete data
- 29 -
and (2) the denominator is the total amount of water delivered,
or deemed to be delivered under subparagraph 1(c) hereof, during
the same quarterly period to all of the Municipalities which are
then not in default in their payments due to the Commission pur-
suant to this Paragraph 5.
The "Guarantee Revenue Need" shall be an amount deter-
mined by the Commission to be necessary to be collected on or
before the next quarterly installment payment date in order to
permit the Commission to meet all of its obligations as they come
due, including amounts sufficient: (1) to pay the costs of
operation and maintenance of the Water Supply System, including
those charges payable by the Commission under the Evanston Con-
tract; (2) to provide an adequate depreciation fund for the Water
Supply System as determined by the Commission on the basis of its
statutory duties and its obligations under the Bonds and the
ordinance or ordinances authorizing the issuance of the Bonds;
(3) to pay the principal of, at maturity or pursuant to mandatory
redemption requirements, premium, if any, and interest on the
Bonds; (4) to comply with the covenants of the ordinance or ordi-
nances authorizing the issuance of the Bonds; and (5) to carry
out the Commission's corporate purposes and powers, notwithstand-
ing the defaulting Municipality's failure to make the payments
claimed to be due from it under this Paragraph 5. For purposes
of this subparagraph (c), a "sufficient" amount shall mean an
amount adequate, when taken together with any and all other
amounts available, in the sole discretion of the Commission, to
- 30 -
0 0
enable the Commission to meet its obligations and responsibili-
ties as they come due, including without limitation the making of
all deposits required to be made under the ordinance or ordi-
nances authorizing the issuance of the Bonds.
The Commission agrees to notify each non - defaulting
Municipality of the amount of any Guarantee Payment required
under this subparagraph (c) at least 30 days in advance of the
next quarterly installment payment date, to supply the Municipal-
ity with all supporting calculations, and to certify to the
Municipality that the Guarantee Payment is necessary to permit
the Commission to meet its obligations as they come due. The
Commission further agrees to advise the non - defaulting Municipal-
ities of steps being taken to cure the default.
Nothing in this subparagraph (c) shall be construed to
relieve the defaulting Municipality of its obligation to make all
payments due hereunder, calculated in accordance with subpara-
graphs 5(a) and 5(b) and without regard to this subparagraph (c),
or to limit the rights of the Commission, the non- defaulting
Municipalities, the holders of the Bonds or any trustee appointed
for the benefit of the holders of the Bonds from enforcing this
Contract at law or in equity, by specific performance, mandamus
or otherwise.
The Commission agrees to reimburse the non - defaulting
Municipalities for any additional sums paid by them as Guarantee
Payments in accordance with this subparagraph (c), together with
interest thereon at the rate of interest actually paid to the
- 31 -
0 0
Commission on the past due amounts under subparagraph 6(b), by
appropriate adjustments to the quarterly installment payments of
the non - defaulting Municipalities' Annual Charges, at such time
as the past due amounts have been paid to the Commission and
become available in the Surplus Account or such other fund or
account from which such reimbursement may be paid under the
ordinance or ordinances authorizing the issuance of the Bonds;
provided, however, that the parties hereto hereby acknowledge and
agree that the Commission's reimbursement obligation under this
subparagraph (c) shall be subordinate to the Commission's
obligations under the ordinance or ordinances authorizing the
issuance of the Bonds and applicable statutes.
6. Disputes and Defaults of Payment Obligations.
(a) Payment Disputes; Obligation to Make Disputed
Payments ; Right to Refund. In the event that any of the Munici-
palities desires to dispute all or any part of any payment
claimed by the Commission to be due pursuant to this Contract, or
the basis for any such payment, that Municipality shall neverthe-
less pay the full amount of such payment when claimed by the
Commission to be due and shall provide written notification to
the Commission, not later than the due date of such payment, that
the payment is disputed, the grounds for dispute and the amount
in dispute, and shall also provide a copy of such notification to
each of the other Municipalities.
- 32 -
O O
Upon any notification of dispute given as hereinabove
set forth, representatives of the Commission shall meet with
representatives of the disputing Municipality to resolve such
dispute. In the event that said representatives are unable to
resolve the dispute within sixty (60) days following the date of.
notification, the dispute shall, at the request of either party,
be referred to arbitration in accordance with Paragraph 9 here-
of. Neither the existence of such dispute nor its referral to
arbitration shall excuse the Municipality in question from con-
tinuing to make all payments from time to time claimed by the
Commission to be due under this Contract as such payments come
due; provided, however, that should any such dispute be finally
resolved in favor of the Municipality so as to establish that
excessive payments were demanded by the Commission and paid by
said Municipality, the excess amounts of said payments, together
with interest on such amounts at the highest legal rate payable
by the Commission, not to exceed 75% of the prime rate of inter-
est established by the largest bank in the State of Illinois
measured in terms of total assets, shall be refunded to said
Municipality by means of a credit on its first quarterly install-
ment payment due for the Service Year next following the Service
Year in which such dispute is finally resolved or on such earlier
quarterly installment payment as may be agreed to by the Commis-
sion.
No Municipality shall be entitled to any adjustment or
relief on account of any disputed charges unless the disputed
- 33 -
F]
0
charges are brought to the attention of the Commission within the
time and in the manner herein specified, or within a reasonable
period from the time the Municipality knew or should have known
of the facts giving rise to the dispute.
(b) Payment Defaults; Remedies. In the event that
any Municipality shall fail to make, on or before the due date,
any payment or portion thereof claimed by the Commission to be
due pursuant to this Contract, interest on the amount of such
payment or unpaid portion thereof shall, whether or not such
payment is disputed, accrue during the period of non - payment at
the then maximum legal rate payable by that Municipality, not to
exceed (1) 75% of the prime rate of interest established by the
largest bank in the State of Illinois measured in terms of total
assets, or (2) the highest coupon rate of interest payable on the
Bonds plus 2 %, whichever is greater, from the due date until paid
in full with interest as herein specified.
In the event that any payment or portion thereof claimed
by the Commission to be due pursuant to this Contract is not made
within thirty (30) days from the date such payment becomes due,
the Commission may at its option and in its discretion, and
whether or not such payment is disputed, reduce or discontinue
delivery of water to the defaulting Municipality until the amount
claimed to be due to the Commission is paid in full with interest
as herein specified. The Commission shall give the defaulting
Municipality ten (10) days' notice of its intention to reduce or
discontinue delivery of water in accordance with this subpara-
- 34 -
L1
470-]
E__
graph (b) and shall provide the defaulting Municipality a reason-
able opportunity for a hearing prior to any reduction or discon-
tinuance. If the Commission reduces or discontinues the delivery
of water under such circumstances, the Municipality shall, never-
theless, continue liable to make all payments hereunder as if it
were taking its Full Water Requirements.
In addition to the rights specified in this subparagraph
(b), the Commission, any non - defaulting Municipality, the holders
of the Bonds and any trustee appointed for the benefit of the
holders of the Bonds shall have all other rights and remedies
available at law or in equity for breach of any of the provisions
of this Contract, including the right to specifically enforce or
to mandamus the payments herein required to be made, which rights
shall be available with respect to any and all payments claimed
to be due hereunder, whether or not such payments are in dispute
or subject to arbitration, it being the intent of the parties
that said payments shall continue to be made during periods of
dispute, subject to refund as provided in subparagraph 6(a) above
in the event that such dispute is resolved in favor of a dis-
puting Municipality.
7. Covenants.
(a) Commission Best Efforts; Conditions. The
Commission agrees to use its best efforts to obtain the necessary
permits and contracts for labor and material and to borrow funds
and issue its Bonds therefor in order to construct the Water
Supply System. It is expressly understood and agreed, however,
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0 0
that any obligation on the part of the Commission to finance,
construct and operate the Water Supply System and to deliver
water hereunder shall be conditioned upon the following: (1)
receiving the necessary permits and approvals of all Federal,
State and local governmental entities and agencies having juris-
diction over the project or any aspect of it; (2) sale of the
Bonds in an amount to provide for the construction and acquisi-
tion of the Commission's Water Supply System; (3) the Commis-
sion's ability to obtain all necessary material, labor, and
equipment necessary for construction of the Commission's Water
Supply System; (4) the Commission's ability to secure and main-
tain an adequate water supply under the Evanston Contract or
through other available means; and (5) the respective Municipal-
ities' construction and maintenance of all equipment and facil-
ities necessary to receive and take water from the Commission at
the Points of Delivery.
(b) Initial Delivery; Delays; Payment Obligation
to Continue Notwithstanding Delays. The Commission agrees to
r
proceed promptly to complete the construction of the Water Supply
System. The Commission will make a diligent effort to have its
facilities completed to the Points of Delivery so as to furnish
water to the Municipalities on or before May 1, 1984, but the
Commission does not hereby guarantee delivery by said date. The
Commission shall not be liable to the Municipalities, or any of
them, for any damages occasioned by delay in the commencement of
such service, and the payments provided for under Paragraph 5
- 36 -
0 0
shall remain due and payable in accordance with said Paragraph
notwithstanding any such delay. Furthermore, each of the Munici-
palities hereby acknowledges its unconditional obligation to pay
and does hereby covenant to pay all amounts due and payable under
Paragraph 5 regardless of any such delay and regardless of
whether all or any part of its Full Water Requirements are ever
delivered hereunder.
(c) Continuous Supply; Additional Supplies. After
water is first tendered for delivery to any Municipality at any
Point of Delivery, the Commission shall, subject to the other
terms and conditions of this Contract, continually hold itself
ready, willing, and able to supply water to that Municipality.
The Commission shall also use its best efforts, consistent with
its legal obligations to its other members and customers and
consistent with fair and equitable treatment of all of its mem-
bers, to supply the Municipalities with such additional amounts
of water as may from time to time be allocated to any of them by
the Illinois Department of Transportation over and above the
allocation amounts set forth in Exhibit B hereto, but the Commis-
sion does not hereby guarantee to supply such additional amounts.
(d) Title; Liability; Hold Harmless. Title to all
water supplied hereunder shall remain in the Commission to the
Points of Delivery, and upon passing each Point of Delivery,
title to the water shall pass to the respective Municipalities.
Each party hereto hereby agrees to save and hold the other
parties harmless from all claims, demands, and causes of action
- 37 -
which may be asserted by anyone on account of the transportation,
delivery, and disposal of water while title is in such party.
This covenant is not made for the benefit of any third party.
(e) Commission Charges and Rates Covenant. The
Commission hereby covenants to establish such charges and rates
for water supplied to the Municipalities as will be sufficient at
all times (1) to pay the costs of operation and maintenance of
its Water Supply System, including those charges payable by the
Commission under the Evanston Contract; (2) to provide an ade-
quate depreciation fund for its Water Supply System as determined
by the Commission on the basis of its statutory duties and its
obligations under the Bonds and the ordinance or ordinances
authorizing the issuance of the Bonds; (3) to pay the principal
of, at maturity or pursuant to mandatory redemption requirements,
premium, if any, and interest on the Bonds; (4) to comply with
the covenants of the ordinance or ordinances authorizing the
issuance of the Bonds; and (5) to carry out its corporate pur-
poses and powers..
For purposes of this subparagraph (e), a "sufficient"
amount shall mean an amount adequate, when taken together with
any and all other amounts available, in the sole discretion of
the Commission, to enable the Commission to meet its obligations
and responsibilities as they come due, including without limita-
tion the making of all deposits required to be made under the
ordinance or ordinances authorizing the issuance of the Bonds.
- 38 -
0 0
(f) Municipality Charges and Rates Covenant. Each
of the Municipalities hereby covenants to establish such charges
and rates for water supplied by it to consumers as will be suffi-
cient at all times (1) to pay the cost of operation and mainten-
ance of its Municipal System, including those amounts necessary
to pay the charges and rates established by the Commission here-
under; (2) to provide an adequate depreciation fund for such
Municipal System; and (3) to pay the principal of and interest on
all of its revenue bonds payable from the revenues of its Munici-
pal System and to meet all other requirements of any ordinances
authorizing its revenue bonds for water or sewer purposes.
For purposes of this subparagraph (f), a "sufficient"
amount shall mean an amount adequate, when taken together with
any and all other amounts which have been set aside, in cash or
investments, in a separate account and legally designated,
pledged and appropriated for the purpose of making payments due
under Paragraph 5 of this Contract, to enable the Municipality to
make all such payments as they come due.
(g) Additional Municipality Covenants. Each of
the Municipalities further covenants: (1) to operate and main-
tain its Municipal System in good repair and working order so as
at all times to be in a position to receive and distribute the
water required to be purchased from the Commission pursuant to
this Contract; (2) to continue to possess, control and operate
its Municipal System and dispose of components of such System
only to the extent that such components are no longer useful in
- 39 -
EAW
the operation of the Municipal System, and not to mortgage or
encumber such System (except for such pledge of revenues as may
be required to issue its bonds payable from the revenues of said
System in accordance with applicable law and the provisions of
this Contract); (3) to carry insurance or other risk managment
protection on its Municipal System of the kinds and in the
amounts which are customarily carried by parties operating simi-
lar facilities; (4) to use its best efforts to continue serving
all current customers of its Municipal System, and to cause its
Municipal System to be expanded to serve all future water users
in the Municipality, all to the fullest extent allowable by law;
(5) to use its best efforts to maintain in effect at all times a
Lake Michigan water allocation that will satisfy its Full Water
Requirements; (6) to provide the Commission with a report of all
water taken from any source other than the Water Supply System
within 10 days after the end of any calendar month in which it
takes such water; (7) to provide for the segregation of all
revenues from its Municipal System in a separate Municipality
fund not to be commingled with any other Municipality funds and
to provide for the application of such revenues for purposes of
making the payments due under Paragraph 5 hereof; and (8) to make
all budgetary, emergency and other provisions and appropriations
necessary to provide for and authorize the prompt payment to the
Commission of all amounts claimed by the Commission to be due
under this'Contract.
- 40 -
(h) Character of Payment Obligations as Water
Revenue Obligations. This Contract shall not be construed to
constitute an indebtedness of any of the Municipalities within
the meaning of any statutory or constitutional limitation. It is
expressly understood and agreed that all payments to be made
hereunder by the Municipalities may be required to be made only
from revenues to be derived by each of them from the operation of
their respective Municipal Systems, and this Contract shall be a
continuing, valid and binding obligation of each of the Munici-
palities payable from such revenues throughout the term hereof.
Without in any manner limiting the foregoing provisions of this
subparagraph (h), it is also expressly understood and agreed that
the aforesaid revenues from the operation of the said Municipal
Systems shall remain available for payments due or claimed to be
due under this Contract without regard to any designation of such
revenues by the Municipalities from time to time as operating
revenue, retained earnings, reserves, surplus or otherwise.
Nothing in this subparagraph (h) or this Contract shall, however,
prohibit any Municipality from using any other legally available
funds for payments due hereunder.
(i) Character of Payment Obligations as Operating
Expenses. Inasmuch as obtaining water is an essential item of
expense of a waterworks system, each of the Municipalities hereby
represents and covenants that all payments required to be made by
it pursuant to the provisions of Paragraph 5 hereof shall consti-
tute operating expenses of its Municipal System and that such
- 41 -
L*�
NEW
payments will constitute operating expenses as to any and all
revenue bonds of that Municipality which are supported in whole
or in part by a pledge of the revenues of its Municipal System,
with the effect that such Municipality's obligation to make pay-
ments from its water revenues under this Contract has priority
over its obligation to make payments of the principal of and
interest on any such bonds which are or will be supported in
whole or in part by a pledge of that Municipality's Municipal
System revenues. Consistent with this subparagraph (i), each of
the Municipalities hereby covenants and agrees that from and
after the date of this Contract, any ordinance or resolution to
be passed by it authorizing the issuance of Municipality obliga-
tions to be paid from the revenues of its Municipal System shall
expressly provide that the revenues of the Municipal System may
be used to pay the principal of and interest on such obligations
only to the extent that those revenues exceed amounts required to
pay the operating expenses of-the Municipality's Municipal
System, including all payments to be made by it under this Con-
tract regardless of whether water is being delivered or is ever
delivered to the Municipality hereunder. Without in any manner
limiting the foregoing provisions of this subparagraph (i), it is
also expressly understood and agreed that the obligation of each
of the Municipalities under this Contract shall be enforceable
against and collectable from any monies from time to time avail-
able in any of the various accounts and funds, including reserve
and surplus accounts, maintained by the respective Municipalities
in connection with their Municipal Systems.
E -7
8. Service to Others. Except for this Contract, no
contract for the sale of water by the Commission to any customer
shall be entered into unless such contract shall first have been
approved by the Commission and ratified by resolutions duly
adopted by the corporate authorities of a majority of the Munici-
palities; provided, however, that any such contract for the sale
of water at rates or charges equivalent to or more favorable than
are provided for in this Contract must, following approval by the
Commission as aforesaid, be so ratified unanimously by the
Municipalities. The Commission hereby acknowledges that future
customers, other than the Municipalities, will not have incurred
the same risks nor undertaken the same financial obligations,
including the obligations specified in Paragraph 4 of this Con-
tract, as the Municipalities, and the Commission hereby agrees to
take account of the risks and obligations undertaken by the
Municipalities, including the fact that amounts heretofore paid
by the Municipalities, as set forth in Paragraph 4 hereof, are
not to be repaid -or are to be repaid only in part, when deter-
mining rates and charges to be included in contracts for water
service to such future customers.
9. Arbitration. It is hereby expressly understood and
agreed that in case of any dispute concerning any point in this
Contract arising between any of the Municipalities or any Munici-
pality and the Commission, said point shall, at the written re-
quest of any party to such dispute, be referred to arbitration
for determination or settlement under the Commercial Arbitration
- 43 -
E
Rules of the American. Arbitration Association (hereinafter re-
ferred to as "the AAA Rules ") and in accordance with the provi-
sions of the Uniform Arbitration Act (Ill. Rev. Stat. ch. 10,
§101 -123 (1981)), including amendments that may hereafter be made
to said Rules or Act which at any particular time are in force
and effect; provided, however, that nothing in this Paragraph
shall act to halt any negotiations, or to relieve the Commission
or the Municipalities of the responsibility for seeking an equit-
able settlement of any such dispute, or to relieve the Municipal-
ities of the obligation to make on any due date, subject to
potential refund as provided in subparagraph 6(a) hereof, any
payment claimed by the,Commission (or by any bondholders or
trustee pursuant to Paragraph 12 hereof) to be due under this
Contract. All arbitration hereunder shall be heard by an
arbitration board, consisting of three experienced specialists in
the matter to be arbitrated, to be appointed in accordance with
the procedures established by the AAA Rules.
Arbitration hearings shall take place at the offices of
the Commission unless the parties shall agree to some other loca-
tion. All of the Municipalities may at their option attend such
hearings as observers or participate in such hearings as parties
or witnesses, regardless of whether they are parties to the dis-
pute.
It shall be the responsibility of the arbitration board
to demand a clear and concise definition of the matter or matters
at issue, and to decide and demand whatever information, testi-
- 44 -
r�
mony, or other aid is necessary to its deliberation. It shall be
the responsibility of the Commission and the Municipalities to
meet such demands promptly and without reservation.
Any award pursuant to arbitration as herein provided for
shall be accompanied by a written opinion of the arbitrators
giving reasons for the award. No decision of the arbitrators
shall impair the security of the Bonds and every such decision
shall observe and comply with all the terms, conditions, cove-
nants and requirements of said Bonds and the ordinance or ordi-
nances pursuant to which they are issued. The opinion of the
arbitrators shall also determine and specify how the expenses of
arbitration shall be allocated between the parties to the dis-
pute. Compensation paid to each arbitrator shall not exceed the
amount of compensation in effect from time to time under the AAA
Rules.
References in this Contract to specific matters to be
referred to arbitration in accordance with this Paragraph shall
not be construed to preclude the referral of any other matter.
It is expressly understood and agreed, however, that nothing in
this Paragraph 9 shall be construed to prevent or in any way to
delay or limit the rights of the Commission, any non - defaulting
Municipality, the holders of the Bonds or any trustee appointed
for the benefit of the holders of the Bonds to enforce, at law or
in equity, by specific performance, mandamus or otherwise, the
obligations of the Municipalities to make when due, subject to
potential refund pursuant to subparagraph 6(a) hereof, all pay-
- 45 -
o e
ments due or claimed.by the Commission to be due pursuant to this
Contract.
10. Force Majeure. In case by reason of Force Majeure
any party hereto shall be rendered unable wholly or in part to
carry out any of its obligations under this Contract, then if
such party shall give notice and full particulars of such Force
Majeure in writing to the other parties within a reasonable time
after occurrence of the event or cause relied on, the obligation
of the party giving such notice, so far as it is affected by such
Force Majeure, shall be suspended during the continuance of the
inability then claimed, but for no longer period, and any such
party shall endeavor to remove or overcome such inability with
all reasonable dispatch. The term "Force Majeure" as employed
herein shall mean acts of God, strikes, lockouts or other indus-
trial disturbances, acts of public enemy, orders of any kind of
the Government of the United States, of the State of Illinois, or
of any civil or military authority, insurrections, riots, epi-
demics, landslides, lightning, earthquakes, fires, hurricanes,
storms, floods, washouts, droughts, arrests, restraint of govern-
ment and people, civil disturbances, explosions, breakage or
accidents to machinery, pipelines, canals, or tunnels, partial or
entire failure of water supply, and inability on the part of the
Commission to deliver water hereunder or of the Municipalities to
receive water hereunder, on account of any other causes not
reasonably within the control of the party claiming such inabil-
ity. It is understood and agreed that the settlement of strikes
- 46 -
0 0
and lockouts shall be entirely within the discretion.of the party
having the difficulty and that the above requirement that any
Force Majeure shall be remedied with all reasonable dispatch
shall not require the settlement of strikes and lockouts by
acceding to the demands of the opposing party or parties when
such settlement is unfavorable to it in the judgment of the party
having the difficulty. Notwithstanding the foregoing, Force
Majeure shall not relieve any of the Municipalities of their
respective obligations to make, when due, all payments as
required under this Contract whether or not such Force Majeure
results in a delay, interruption or termination of water delivery
to such Municipality.
11. Modification. This Contract may be changed or
modified only with the consent of the governing bodies of the
Commission and all of the Municipalities. Such modification may
be requested by any party, in which event, unless the parties
agree to some other procedure, a joint meeting of representatives
of such governing bodies shall be held not more than ninety (90)
days after the giving of such notice, .at which joint meeting the
requested changes or modifications shall be considered and dis-
cussed. No such change or modification shall be made which will
affect the rights and interests of the holders of the Bonds
except in accordance with the provisions of the ordinance or
ordinances authorizing the issuance of the Bonds.
12. Non - Assignability. No party shall assign, sublet,
or transfer this Contract or any rights.or interests herein with-
- 47 -
0 0
out the written consent of the Commission and all of the Munici-
palities, except that this provision shall not be deemed to pre-
clude the Commission from including in any Bond covenants or any
ordinance or ordinances authorizing the issuance of the Bonds any
provisions of whatever nature giving bondholders or any trustee
appointed for their benefit rights in or under this Contract,
including, without limitation, the right to enforce the provi-
sions of this Contract.
It is hereby expressly agreed that in the event of the
appointment of a trustee or trustees for the benefit of the hold-
ers of the Bonds, such trustee or trustees may take whatever
action at law or in equity it or they shall deem necessary or
desirable to collect any payments or other amounts then due or
thereafter to become due hereunder or to enforce performance and
observance of any obligation, agreement or covenant of the par-
ties hereto or of any of them, including, without limitation, the
securing of mandamus or specific performance of the provisions of
this Contract.
13. Regulatory Bodies . This Contract shall be subject
to all valid rules, regulations, and laws applicable hereto
passed or promulgated by the United States of America, the State
of Illinois, or any governmental body or agency having lawful
jurisdiction, or any authorized representative or agency of any
of them; provided, however, that this Paragraph shall not be con-
strued as waiving the right of any party to challenge such juris-
diction or the validity of any such rule, regulation, or law on
any basis, including the impairment of this Contract.
E
El
14. Notices. Except in cases of emergency, all notices
or communications provided for herein shall be in writing and
shall be delivered to the Municipalities or the Commission either
in person or by United States mail, via registered mail, return
receipt requested, postage prepaid, addressed to the Municipal-
ities as follows:
Village Manager
Village of Arlington Heights
33 South Arlington Heights Road
Arlington Heights, Illinois 60005
Village Manager
Village of Buffalo Grove
Fifty Raupp Boulevard
Buffalo Grove, Illinos 60090
Village Manager
Village of Palatine
200 East Wood Street
Palatine, Illinois 60067
Village Manager
Vilage of Wheeling
255 West Dundee Road
Wheeling, Illinois 60090
or addressed to the Commission as follows:
Executive Director
Northwest Water Commission
200 East Wood Street
Palatine, Illinois 60067
until and unless other addresses are specified by notice given in
accordance herewith. Notices and communications shall be deemed
to be given or delivered on the date of delivery, if in person,
or two days (excluding Saturdays, Sundays and holidays) after
deposit in'the mail, if by United States mail. Notice which is
reasonable in view of the circumstances shall be given in cases
of emergency.
- 49 -
0
15. Severability; Conflicts.
•
Should any part, term, or
provision of this Contract be determined by a court of competent
jurisdiction to be illegal or in conflict with any law, the
validity of the remaining portions or provisions shall not be
affected thereby.
It is expressly understood and agreed that in the event
that there should at any time be any conflict or possibility of
conflict between the provisions of this Contract and the provi-
sions of the ordinance or ordinances authorizing the issuance of
the Bonds regarding the obligations of the Commission and the
Municipalities, the provisions of the ordinance or ordinances
authorizing the issuance of the Bonds shall prevail.
16. Effective Date and Term. This Contract shall be-
come effective at such time as it has been duly executed by the
Commission and all of the Municipalities and shall continue in
force and effect for a period of forty (40) years from the date
of the first water delivery hereunder, but in no event longer
than fifty (50) years from the effective date. The Municipali-
ties and the Commission agree to begin negotiation of a succeed-
ing Water Supply Contract not later than five (5) years prior to
the termination of this Contract.
17. Entire Agreement. From and after the effective
date of this Contract, this Contract shall be deemed to and it
shall supercede the following.Agreements:
Northwest Water Commission
Water Supply Contract for the
Village of Arlington Heights,
dated April 6, 1981
- 50 -
0 0
Northwest Water Commission
Water Supply Contract for
the Village of Buffalo Grove,
dated April 6, 1981
Northwest Water Commission
Water Supply Contract for the
Village of Palatine,
dated April 6, 1981
Northwest Water Commission
Water Supply Contract for
the Village of Wheeling,
dated April 6, 1981
First Amendment to
Water Supply Contract for
the Village of Arlington Heights,
dated March 15, 1982
First Amendment to
Water Supply Contract
for the Village of Buffalo Grove,
dated March 15, 1982
First Amendment to
Water Supply Contract for
the Village of Palatine,
dated March 8, 1982
First Amendment to
Water Supply Contract for
the Village of Wheeling,
dated March 15, 1982
Intergovernmental Agreement
Providing for Proportionate
Transfers of Funds Between
the Northwest Water Commission
and its Member Municipalities
dated March 15, 1982
and said Agreements shall thereupon become null and void and of
no further force or effect, and this Contract shall thereupon
become the entire agreement between the Commission and the Muni-
cipalities with regard to the matters addressed herein.
- 51 -
�W]
e
IN WITNESS WHEREOF, the parties hereto acting under
authority of their respective governing bodies have caused this
Contract to be duly executed in several counterparts, each of
which shall constitute an original, all as of the day and year
first written above.
ATTEST:
/s/ James J. Holzwart
ATTEST:
/s/ Kenneth M. Bonder
Village Clerk
(Seal)
ATTEST:
/s/ Janet M. Sirabian
Village Clerk
(Seal)
ATTEST:
/s/ Rita L. Mullins
Village Clerk
(Seal)
ATTEST:
/s/ Elizabeth L. Hartman
Village Clerk
(Seal)
NORTHWEST WATER COMMISSION
By /s/ William R. Balling
Chairman
VILLAGE OF ARLINGTON HEIGHTS
By /s/ James T. Ryan
President
VILLAGE OF BUFFALO GROVE
By /s/ Verna L. Clayton
President
VILLAGE OF PALATINE
By /s/ Robert J. Guss, Jr.
President
VILLAGE OF WHEELING
By /s/ Sheila H. Schultz
President
.ml
Index of Terms
0
Defined
Paragraph or
Term
Page
Subparagraph
AAARules ..... ...............................
44
9
AWWA.. .... .......... ...... o.—000..
12
3(a)
Adjusted Share..... ...
28
5(b)
Adjusted Share Percentage...... ...
18
4(c)
Allocation .... ...............................
6
1(a)
Annual Charge. ..... o—oo .... — ...
22
5(a)
Annual Repayment Percentage..................
18
4(c)
Arlington, Heights ............................
1
Bonds......... .............................
4
-
Buffalo Grove..... ....... o .......
1
Commission...
... o .... -- ... .
1
-
Commission Expenses ..........................
23
5(a)
Commission Receipts...... ...
25
5(a)
Contract.... ...........
1
-
Evanston Contract ............................
2
-
Force Majeure .. .............................
46
10
Full Water Requirements ......................
6
1(a)
Guarantee Payment ............................
29
5(c)
Guarantee Revenue Need .......................
30
5(c)
Guarantee Share ..............................
29
5(c)
Model Percentage.............. ..... o—o—o..
19
4(c)
Municipalities...... ...... o ... --o .... 00000
1
-
Municipality .. ...............................
1
-
Municipality's Share .........................
22
5(a)
Municipal System.......... ....
3
Net Annual Cost ..............................
23
5(a)
Net Quarterly Cost..... .....
28
5(b)
Palatine ...... ...............................
1
-
Points of Delivery.... ........
9
2(b)
Quarterly Usage Surcharge....... ...
28
5(b)
Service Year. .... -- ......
22
5(a)
Water Supply System. .... oo.00
3
Wheeling...... .......................
1
-
E
EXHIBIT A
NORTHWEST WATER COMMISSION
WATER SUPPLY SYSTEM
AND MUNICIPALITY MUNICIPAL SYSTEMS
[TO COME]
EXHIBIT B
LAKE MICHIGAN ALLOCATIONS
(In million gallons per day)
Arlington
Buffalo
Heights
Palatine
Wheeling
Grove
1984
8.316
6.088
2.497
2.456
1985
8.350
6.193
2.690
2.594
1986
8.384
6.290
2.774
2.717
1987
8.418
6.437
2.858
2.840
1988
8.452
6.585
2.942
2.964
1989
8.486
6.731
3.026
3.087
1990
8.520
6.879
3.110
3.210
2000
8.850
7.706
3.650
4.487
2010
9.180
7.859
3.716
4.507
2020
9.500
8.505
4.005
4.920
*
Allocations in intervening years
shall be determined
by straight
line interpolation.
o •
supply Lake Michigan water to the Municipalities and certain
arrangements relating to the financing of the Commission's pro-
ject to acquire and operate a common source of supply of Lake
Michigan water (hereinafter referred to as the Commission's
"Water Supply System" and generally depicted in Exhibit A
attached hereto and by this reference incorporated herein and
made a part hereof); and
WHEREAS, each of the Municipalities owns its own water-
works system, which systems, for purposes of this Contract, shall
be deemed to include the Municipalities' combined water and sewer
systems (hereinafter referred to as the "Municipal Systems" and
generally depicted in Exhibit A attached hereto and by this
reference incorporated herein and made a part hereof), and is
desirous of obtaining a more adequate and dependable public water
supply; and
WHEREAS, the Commission is currently constructing its
Water Supply System, which will serve as a common source of sup-
ply of Lake Michigan water for the Municipalities; and
WHEREAS, the Commission is preparing presently to issue
and sell its revenue bonds in an amount adequate to complete the
construction of its Water Supply System and for such other pur-
poses as may be required or authorized by applicable statutes or
in the ordinance or ordinances authorizing the issuance of such
bonds (such bonds, together with any additional bonds issued by
the Commission for the completion, reconstruction, replacement,
Revised - 3 -
Appendix II
z
[AW]
VILLAGE OF BUFFALO GROVE
ORDINANCE NO.
ADOPTED BY THE PRESIDENT
AND BOARD OF TRUSTEES OF THE VILLAGE
,O/F BUFFALO GROVE
TH IS M DAY OF 19 gull
E
Published in pamphlet form by authority of the
President and Board of Trustees of the Village
of Buffalo Grove, Cook and Lake Counties, Illinois,
t i s l % day of 193 ,
r
MemA Form
ORDINANCE NO. 83 -26
5/6/83
AN ORDINANCE AMENDING ORDINANCE NO. 83 -18 TO
PROVIDE FOR THE REAPPROVAL OF THE
FIRST AMENDED WATER SUPPLY CONTRACT BETWEEN
THE NORTHWEST WATER COMMISSION AND ITS MEMBER MUNICIPALITIES
AND THE SUBSTITUTION OF A CORRECTED PAGE 3 AND THE
APPROVAL OF EXHIBIT A THERETO
'WHEREAS, the President and Board of Trustees of the
Village of Buffalo Grove have previously, by Ordinance No.
83 -18 , approved the "First Amended Water Supply Contract
Between the Northwest Water Commission and the Village of
Arlington Heights, the Village of Buffalo Grove, the Village
of Palatine, the Village of Wheeling," dated April 4, 1983,
a copy of said Contract being attached hereto as Appendix I
and by this reference incorporated herein and made a part
hereof, and have authorized the President and Village Clerk
to execute said Contract on behalf of,the Village of Buffalo
Grove and
WHEREAS, said Contract has been duly executed on behalf
of the Village
of Buffalo
Grove
and
WHEREAS,
a technical
error
in the language of the
recitals in said Contract has been discovered; and
WHEREAS, Exhibit A to said Contract has been prepared
for attachment thereto at this time.
NOW, THEREFORE, BE IT ORDAINED by the President and
Board of Trustees of the Village of Buffalo Grove , [Cook
County] [Cook and Lake Counties], Illinois, as follows:
SECTION ONE: A.revised page 3 of the "First Amended
Water Supply Contract Between the Northwest Water Commission
and the Village of Arlington Heights, the Village of Buffalo
Grove, the Village of Palatine, the Village of Wheeling," a
copy of such revised page 3 being attached to this Ordinance
as Appendix II and by this reference incorporated herein and
made a part hereof, is hereby approved and substituted for
the previous page 3 of said Contract.
SECTION TWO:
Exhibit A to the aforesaid Contract,
a copy of said Exhibit being attached to this Ordinance as
Appendix III and by this reference incorporated herein and
made a part hereof., entitled "Northwest Water Commission
Water Supply System and Municipality Municipal Systems," is
hereby approved and shall be attached to said Contract.
SECTION THREE:
The President and Village Clerk of the
Village of Buffalo Grove are hereby authorized and directed
to initial six copies of each of the aforementioned revised
page. 3 and Exhibit A on behalf of the Village of Buffalo Grove.
SECTION FOUR: In all other respects, Ordinance No.
83 -18 shall remain in full force and effect, and the
"First Amended Water Supply Contract Between the Northwest-
Water Commission and the Village of Arlington Heights, the
Village of Buffalo Grove, the Village of Palatine, the
Village of Wheeling," with the substitution of revised page
3 and attachment of Exhibit A authorized by this Ordinance,
is hereby ratified, confirmed and reapproved.
SECTION FIVE:
This Ordinance shall be in full force
and effect immediately upon its passage, by a vote of two-
thirds of the corporate authorities holding office, and
r
approval in the manner provided by law, it being determined
by the President and Board of Trustees that the immediate
effectiveness of this Ordinance and of the reapproval of the
aforesaid First Amended Water Supply Contract is a matter of
urgency; and the Clerk is hereby directed to publish this
Ordinance, with Appendices, in pamphlet form.
PASSED THIS 16th DAY OF MAY, 1983.
AYES: 4 - Stone, O'Reilly, Hartstein, Glover
NAYS: 0 - None
ABSTAIN: 0 None
ABSENT: 2 - Marienthal, Schwartz
APPROVED THIS 16th DAY OF MAY, 1983.
i lage President
ATTEST: cam,, p
i 1 ,,us W.w
VilkYage Clerk
(Seal)
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