2022-02-22 - Ordinance 2022-030 - AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT WITH THE COUNTY OF LAKE RELATING TO THE RESALE OF WATER TO UNINCORPORATED NEIGHBORHOODS ORDINANCE NO, 202.2-030
AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT WITH THE COUNTY OF LAKE
RELATING TO THE RESALE OF WATER TO UNINCORPORATED NEIGHBORHOODS
WHEREAS, the Village of Buffalo is a home rule unlit pursuant to the Illinois Constitution of 1970;
and
WHEREAS,the Village seeks to enter into an agreement with the County of Lake for the purposes
of the resale of potable water to unincorporalted neighborhoods through the Lake County Public Works
Department..
NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows:
SECTION 1.The foregoing recitals are hereby adopted and incorporated and made a part of this Ordinance
as if fully set forth herein.
SECTION 2. The Village Manager is authorized to enter into an intergovernmental agreement with the
County of Lake for the purposes of the resale of potable water to unincorporated neighborhoods through
the Lake County Public Works Department, subject to the review and aipproval of the Village Attorney.
SECTION 3. if any section, paragraph, clause or provision of this Ordinance shall be held invalid, the
invalidity thereof shall not affect any other provision of this Ordinance.
SECTION( 4. This Ordinance shall be in full force and effect from and after its passage aind approval and
shall not be codified.
AYES: 6—Stein Ottenheimer, Weidenfeld Johnson Smith Pike
NAPES: O—None
ABSENT: O—None
PASSED: Eebrua 22 2
APPROVED: Februaa 22 2022
APPROVED:
�Z-6 , —
Beverly Sussm Village President
ATTEST:
.1 � .- `
Janet M.�: ia'n,'Viiia e`Clerk
w
Lake County Illinois
Text File
File Number: 22-0451
Agenda Date: Version: 1 Status: Passed
In Control: Public Works, Planning&Transportation Committee File Type: resolution
Agenda Number:69
Title
Joint Resolution authorizing execution of a Water Purchase and Sale Contract with
the Village of Buffalo Grove for the purchase and sale of potable water, via Lake
Michigan, to the County's customers within its water distribution system.
Staff Summary
• The Lake County Public Works Department has sought to secure a permanent
supply of Lake Michigan water to serve the 1,227 service connections in the
Pekara and Horatio Gardens neighborhoods that are currently being served by five
wells.
• Buffalo Grove has been identified as the best source to provide Lake Michigan
water to these unincorporated areas by contract through the Northwest Water
Commission (NWC) and has storage reservoirs near the County's System and
backup wells, which would continue to supply water in the event of a NWC
shutdown.
• LCPW is currently in the process of obtaining a Lake Michigan water allocation for
this area and would construct a delivery structure as required by contract to
connect.
• The Village of Buffalo Grove approved the Contract on February 22, 2022.
• This resolution authorizes the execution of the Contract between County and the
Village of Buffalo Grove for purchase of Lake Michigan water.
• In accordance with County Board Rules, the State's Attorney's Office has reviewed
this Intergovernmental Agreement prior to action by the County Board.
Body
RESOLUTION
WHEREAS, the County of Lake (County) owns and operates the Pekara-Water
System; and
WHEREAS, the Village of Buffalo Grove (Village) owns and operates a public water
distribution system in the vicinity of the County's Pekara Water System;
WHEREAS, the County and the Village desire to enter into a Water Purchase and
Sale Contract for the purchase and sale of potable water, via Lake Michigan, to the
County's customers within its water distribution system; and
Lake County Illinois Page 1 Printed on 412612022
File Number:22-0451
WHEREAS, The Village is allowed by contract with the Northwest Water Commission
to sell water to these unincorporated areas; and
WHEREAS, The County is currently in the process of obtaining a Lake Michigan
water allocation for this area; and
WHEREAS, the appropriate Contract to authorize the purchase and sale of potable
water, via Lake Michigan has been prepared, and ratified by the Village of Buffalo
Grove; and
WHEREAS, the execution of this Contract must be authorized by Resolution of this
County Board; and
NOW, THEREFORE, BE IT RESOLVED, by this County Board of Lake County,
Illinois, that the Chair of the County Board and the Clerk of said County be and they
are hereby authorized and directed to execute the attached Contract for the
purchase and sale of potable water, via Lake Michigan, to the County's customers
within its water distribution system, in the form substantially herein.
DATED at WAUKEGAN, LAKE COUNTY, ILLINOIS, on this 12th day of April, A.D.,
2022.
Lake County Illinois Page 2 Printed on 4/26/2022
WATER PURCHASE AND SALE CONTRACT
BY AND BETWEEN
VILLAGE OF BUFFALO GROVE AND COUNTY OF LAKE
THIS WATER PURCHASE AND SALE CONTRACT (the "Contract') is made and
entered into as of, February, 2022, by and between the VILLAGE OF BUFFALO GROVE,
Illinois ("Village") and COUNTY OF LAKE, ILLINOIS ("County"), and in consideration of the
mutual covenants and agreements herein contained.
SECTION 1 BACKGROUND
A. The Village owns and operates a Village Waterworks System for the receipt of
Potable Water and for the delivery of Potable Water to its residents and other Customers.'
B. The Village Waterworks System derives its water from Lake Michigan pursuant to
a Water Allocation from the State of Illinois Department of Natural Resources.
C. The Village issued and sold, and may in the future issue and sell, Bonds from time
to time during the term of this Contract in sufficient amounts for the payment of acquiring,
designing, constructing, and maintaining the Village Waterworks System.
D. The County owns and operates the County Waterworks System for the delivery of
Potable Water to its customers.
E. The County Waterworks System is currently supplied by water wells.
F. The County desires to purchase Potable Water from the Village, and the Village
desires to sell Potable Water to the County, solely for the purposes set forth in and in strict
accordance with the provisions of this Contract. The Village and the County acknowledge that
this is not an exclusive contract for the sale and purchase of water to the County.
G. Pursuant to the Illinois Municipal Code, 65 ILCS 5/1-1-1 et seq. (2020), the
Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq. (2020), and Article VI I, Sections 6 and
All capitalized words and phrases throughout this Contract shall have the meanings set forth in Section 2 hereof.
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10 of the Illinois Constitution of 1970, the Village and the County are authorized to enter into this
Contract.
H. The County recognizes that the Village may use this Contract as the basis, in part,
for obtaining loans from time to time to be evidenced by the issuance of its Bonds; and for
payment of the principal of and the premium, if any, and interest on such Bonds; and as the
means for the payment of its maintenance and operating expenses; and for such purposes as
may be authorized by applicable statutes or required in any Bond Ordinance adopted by the
Village authorizing issuance of Bonds.
I. In order for the County to utilize the Lake Michigan water that would be deliverable
through the Village Waterworks System, the County is required to secure a Water Allocation for
serving the Connection Area. The County's securing of such Water Allocation is a condition
precedent to the County receiving, and the Village providing, Potable Water pursuant to this
Contract.
SECTION 2 DEFINITIONS
The following words and phrases shall have the following meanings when used in this
Contract.
"Bonds" means Village Bonds and any revenue bonds issued by the County relating to
the County Waterworks System.
"Bond Ordinances"means all of the respective bond ordinances and resolutions under
which the Parties have or will authorize the issuance of, or issue, Bonds.
"Connection Area" means the area as depicted in Exhibit A, or as otherwise may be
agreed upon by the Parties.
"Connection Facilities"means the Village Connection Facilities and the County System
Connection Facilities.
"Connection Facilities Concept Flan"means the locational plans attached as Exhibit B
to this Contract, which plans shall be the basis for the Construction Documents.
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"Construction Documents"'means the designs, plans, and specifications to be prepared
in accordance with Section 9.A of this Contract.
"Contract"means this Contract.
"Count ""means the County of Lake.
"County System Connection Facilities" means those portions of the County
Waterworks System to be used to connect the County Waterworks System existing as of the
Effective Date of this Contract to the Village Waterworks System, which facilities are generally
depicted in the Connection Facilities Concept Plan. The County System Connection Facilities
include, among other items, the valves [and pressure adjusting station] described in this Contract
and pipeline and equipment appurtenant thereto.
"CountZ Waterworks Sys It means all of the County's facilities, including land;
easements; rights-of-way over lands and waters; pumping facilities, wells, treatment facilities,
storage facilities, metering stations, and other facilities; mains; and pipelines acquired and used
(or to be used) for the purposes of transmitting and providing Potable Water; and operational
systems for providing and managing the use of Potable Water to the County's customers within
the Connection Area.
"Customer"means any person or entity to whom the Village directly sells Potable Water.
"Da means any 24-hour continuous period commencing at 12:00 a.m. (midnight) local
time.
"Deliver Date"means the date that the Village first delivers Potable Water to the County.
"Effective Date" means the last date of execution of the Contract by the Village and
County.
"Fiscal Year"means the fiscal year of the Village.
"Force Ma'eure" means acts of God; strikes, lockouts, or other industrial disturbances;
acts of a 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; acts of terrorism; epidemics;
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pandemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts;
droughts; arrests; restraints of government and people; civil disturbances; civil actions by third
parties affecting or threatening to affect obligations or undertakings of any Party under this
Contract; eminent domain actions by any Party necessary or convenient to effect any obligation
or undertaking of any Party under this Contract; explosions, breakage, or accidents to machinery,
pipelines, plants, canals, or tunnels; and inability on the part of the Village to deliver Potable Water
hereunder, or of the County to receive Potable Water hereunder, on account of any other causes
not reasonably within the control or ability to cure of the Party claiming such inability.
"Maximum Waiter Supply Sypply Aryount"means the maximum amount of Potable Water that
the Village shall be obligated to deliver to the County, and that the County shall be authorized to
purchase from the Village, pursuant to this Contract, which amount shall not exceed 500,000
(Five Hundred Thousand) gallons per day, unless otherwise agreed in writing from time to time
by the Village and the County.
"Party"or ""Parties"means either the Village, the County or both, as appropriate.
"Point of Deliver means the first valve immediately downstream from the metering
station at which the Potable Water delivered to the County pursuant to this Contract leaves the
Village Waterworks System and enters the County Waterworks System.
"Potable Water"means treated, filtered water drawn from Lake Michigan provided to the
Village.
"Rate"means the customary and applicable rate for delivery of Potable Water established
by the Village for a particular fiscal year.
"Trustee" means a trustee provided in a Bond Ordinance.
"Village' means the Village of Buffalo Grove, Illinois.
"Village Bonds" means the debt obligations, whether in the form of Village Revenue
Bonds or other bonds, notes, or other evidences of indebtedness, to be issued by the Village in
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an amount sufficient to pay the expected costs to complete all of the Village's obligations under
this Contract, including, without limitation, costs of construction and professional services.
"Villa- a Connection Facilities" means the portions of the Village Waterworks System
to be constructed pursuant to this Contract by the County after approval by the Village to connect
the County Waterworks System, which facilities are generally depicted in the Connection
Facilities Concept Plan. The Village Connection Facilities include, among other items, the
metering station and Supervisory Control and Data Acquisition ("SCADA") facilities described in
this Contract and pipelines and equipment appurtenant thereto.
"IN a a Revenue Bond's"means all of the Village's debt obligations to which revenues
from the Village Waterworks System are committed, whether in the form of bonds, notes, or other
evidences of indebtedness, in whatever original principal amount, together with any such revenue
obligations authorized by law to be issued by the Village from time to time and refunding revenue
obligations issued to refund other such obligations.
"Villa- a Waterworks S stem" means all of the Village's facilities, including land;
easements; rights-of-way over lands and waters; pumping facilities, treatment facilities, storage
facilities, metering stations, and other facilities; mains; and pipelines acquired and used for the
purposes of transmitting Potable Water to the Village residents and Customers. The Village
Waterworks System includes the metering station and all meters and other equipment located
therein constructed as part of the Village Connection Facilities.
"Water Allocation" means an authorization to divert a specified quantum of Lake
Michigan water for use as Potable Water pursuant to the Level of Lake Michigan Act, 615 ILCS
50/1 et seq. (2020), as amended from time to time; the Illinois Department of Natural Resources
Rules and Regulations for the Allocation of Water from Lake Michigan, 92 III. Admin. Code Part
730, as amended from time to time; applicable Illinois Department of Natural Resources
Decisions, as amended from time to time.
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"Well Water" means either treated, filtered water or untreated, unfiltered water drawn
from wells owned and, operated by the County.
SECTION 3 SUPPLEMENTAL WATER SUPPLY
A. Agreement to Sell and Purchase. Subject to all provisions of this Contract, the
Village shall sell and deliver to the County, and the County shall purchase and receive from the
Village, an amount of Potable Water not to exceed 500,000 (Five Hundred Thousand) gallons
per day. This amount includes municipal use, system leakage and metering losses located
beyond the Point of Delivery. The Village's obligation to the County to deliver Potable Water
hereunder shall be limited to this amount.
B. Beginning of Obligations to Deliver and Receive Potable Water. The Village shall
be obligated to deliver Potable Water to the County Waterworks System, and the County shall
be obligated to receive at the County Waterworks System, Potable Water delivered by the Village
immediately after: (i) the County has secured a Water Allocation sufficient to serve the
Connection Area in accordance with this Contract; and (ii) completion of construction of the Point
of Delivery and any other County System Connection Facilities and any Village Connection
Facilities and inspection and approval for operation thereof by the Village and any other
regulatory agency (the"Commencement Date"). This paragraph includes any water used to test
or prepare the County System Connection Facilities.
C. Limits on Supply. The Village shall use its best efforts to furnish Potable Water to
the County as hereinabove provided, but the County acknowledges and agrees that the Village's
obligation hereunder is limited by:
i. The amount of Potable Water available to the Village from time to time;
ii. The County securing a Water Allocation for the Connection Area, as well
as the continuation or diminishment of such Water Allocation, as governed by 615 ILCS 50 and
any subsequent administrative rulings issued by the State of Illinois and/or its departments;
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iii. The continuation or diminishment of the Village's Lake Michigan Water
Allocation as governed by 615 ILCS 50 and any subsequent administrative rulings issued by the
State of Illinois and/or its departments;
iv. Water supply curtailment by the Northwest Water Commission or the City
of Evanston (as the suppliers of the Village Waterworks System), during urgent or emergent
conditions;
V. The capacity of, and any risk of harm to, the Village Waterworks System
due to the furnishing of Potable Water;
vi. Ordinary transmission loss, including standard metering error, between the
Village's source of supply and/or the Point of Delivery to the County Waterworks System;
vii. The Provisions of this Contract; and
viii. Force Majeure.
D. Additional Subse uent Customer. The County acknowledges that the Village may
enter into contracts for the sale by the Village of Potable Water to Customers other than the
County. The Parties acknowledge that the rates for the sale of Potable Water in such contracts
may affect the rates charged to the County pursuant to this Contract; provided, however, that the
Village acknowledges and agrees that the rates charged to the County shall be no higher than
the rates charged to such other Customers.
E. Emergency or Maintenance Stoppage or Flow Reduction. The Village undertakes
to use reasonable care and diligence to provide a constant supply of Potable Water as herein
provided, but reserves the right at any time to cease or reduce the flow of Potable Water in its
mains for emergency and maintenance purposes. The Village shall give notice not less than 48
hours in advance of any stoppage for scheduled maintenance purposes and it shall give such
notice as is reasonable under the particular circumstances of any cessation or reduction of flow
for emergency purposes. The Village shall provide as much notice as practical where the flow of
water is expected to be reduced temporarily.
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F. Limits on Use. Potable Water delivered by the Village to the County pursuant to
this Contract shall be used solely for the purpose of resale by County for use within the
Connection Area. Neither the County nor any customer of the County shall sell or resell Potable
Water to anyone outside the Connection Area, or for use outside of the Connection Area, without
the written approval of the Village.
SECTION! 4QUALITY; DELIVERY; STORAGE; DISTRIBUTION; CONSERVATION
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A. Water Qualit. The Village shall supply the County with Potable Water of a quality
commensurate to that furnished to the Village's residents. The Village bears no responsibility for
the contamination of Potable Water or deterioration of water quality occurring beyond the Point
of Delivery to the County Waterworks System.
B. Maintenance-of S stem• Water Quality. Prevention of Waste. The County shall
operate the County Waterworks Systems in such a manner as at no time to place the Village
Waterworks System in jeopardy of failing to meet(i)the regulations of any federal, State of Illinois,
or local agency or governmental authority having jurisdiction over the operation of the Village
Waterworks System or (ii) the commitments the Village has to its residents and to its water
suppliers. The County shall notify the Village immediately of all emergency and other conditions
that may directly or indirectly affect quantity or the quality of the Potable Water to be received
under this Contract or the Village Waterworks System or water supply. The County further agrees
to take reasonable measures to conserve water..
C. No Use of Wells and Well Water. The County warrants and represents that upon
receiving water pursuant to this Contract it will not distribute well water through the County
Waterworks System to its Potable Water customers in the Connection Area and will not do so in
the future without the written consent of the Village.
D. Surges and Back-Flows. The County's operation of the County Waterworks
System, including, without limitation, its pressure adjusting stations, shall not cause surges or
back-flows into the Village Waterworks System, and any connection between the Village
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Connection Facilities and/or Village Waterworks System and the County System Connection
Facilities shall be provided with air gap protection. The Village shall not be responsible for any
damage to the County Waterworks System caused by the design, operation, or maintenance of
the County Waterworks System.
E. County Waterworks System Pressures. The County shall be solely responsible for
delivering Potable Water to its customers at pressures required or necessary to make such
delivery.
F. Rate of'Withdrawal. The County will take Potable Water at the most uniform and
continuous rate of withdrawal practicable.
G. Connection to Transmission Mains. Except for the Connection Facilities, the
County shall not construct or install, nor permit to be constructed or installed, any taps from or
connections to the Village Waterworks System. Such prohibited taps and connections shall
include, without limitation, distribution mains, valves, fire hydrants and service lines. Nor shall
County construct taps on the County Waterworks System within sixty feet (60') of the Point of
Delivery, without written consent of the Village.
H. County System Connection Facilities. The County, at its own expense and
pursuant to the schedule established by this Contract, shall site, design, construct, operate,
maintain, and when necessary replace the County System Connection Facilities in general
conformity with the Connection Facilities Concept Plan. Construction Documents for the County
System Connection Facilities, and any future modifications thereof (except for minor field
variations occurring in the ordinary course of installing or repairing the County System Connection
Facilities), shall be submitted in advance of construction or modification to the Village for review
and approval in accordance with Section 9.A of this Contract.
SECTION 5 MEASURING EQUIPMENT
A. Metering Station.
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i. Construction of Metering Station. The County shall, pursuant to the
schedule established by this Contract, furnish and install the metering station serving the Point
of Delivery containing the necessary equipment and devices of a type meeting the standards of
the American Water Works Association and the Ordinances of the Village, and as determined in
the sole discretion of the Village, for measuring properly the quantity of Potable Water delivered
under this Contract, including all structures as the Village shall deem necessary to house such
equipment and devices. Such furnishing and installing of the metering station shall be done in
substantial conformity with the Construction Documents, as such Construction Documents may
be revised by mutual agreement of the Village and the County. After construction is completed
by the County, the County shall convey to the Village, and the Village shall own, operate,
maintain, and replace such metering station and all equipment and structures related thereto as
part of the Village Connection Facilities.
ii. Site of Point of Delivery Metering Station. The metering station for the Point
of Delivery shall be located within the Connection Area in a specific location to be mutually
determined by the Village and the County. Water shall be delivered at atmospheric pressure such
that an air gap exists between the Village Waterworks System and the County System
Connection Facilities.
iii. Access by Village. The Village shall have access to the metering station
for examination and inspection in a manner to be mutually agreed by the Parties. The reading of
the meters for billing purposes, and the calibration and adjustment of the meters and other
equipment in the metering station pursuant to Section 5.C, shall be done only by the employees
or agents of the Village at the cost of the County.
iv. Meter Reading. The Village intends to read the meters in the metering
station on the first day of each month. Reads may be accomplished through the Village's remote
advanced metering infrastructure (AMI) system in lieu of actual site visits.
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B. Records. For the purpose of this Contract, the official record of readings of each
meter at the metering station shall be the handwritten journal or other handwritten or electronic
record book of the Village in its office in which the records of the employees or agents of the
Village who take the readings are or may be transcribed or entered. Upon written request of the
County, the Village will give the County a copy of such handwritten journal or electronic record
book, or permit the County to have access thereto in the office of the Village during regular
business hours.
C. Calibration. The Village shall calibrate its meters at least once in each Fiscal Year
measuring the Potable Water delivered to the County Waterworks System. If requested in writing
by the County to do so, said calibration shall be in the presence of a representative of the County,
and the Village and the County shall jointly observe any adjustments that are made to the meters
in case any adjustments shall be necessary. If any check meters have been installed, then such
check meters shall be calibrated by the County, if requested in writing by the Village to do so, at
least once in each Fiscal Year in the presence of a representative of the Village, and the Village
and the County shall jointly observe any adjustments that are made to the check meters in case
any adjustments shall be necessary.
D. Check deters. The County, at its option and its own expense, may install and
operate a check meter to check each meter installed by the Village. Notwithstanding the
foregoing, the measurement of Potable Water for purposes of this Contract shall be solely by the
Village's meters, except in the cases hereinafter specifically provided to the contrary. All check
meters shall be of standard make and shall be subject to inspection and examination by any
employee or agent of the Village at all reasonable times following notice to the County. The
calibration and adjustment of check meters shall be made only by the County, except during any
period when a check meter may be used under the provisions hereunder for measuring the
amount of Potable Water delivered to the County, in which case the calibration and adjustment of
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such check meter shall be made by the Village in the same manner as if such check meter had
been furnished and installed by the Village.
E. Meter Malfunctions. If the Village or the County at any time observe a variation
between a meter and a check meter or any evidence of meter malfunction, such Party shall
promptly notify the other Party; the Village and the County shall then cooperate to procure an
immediate calibration test and such adjustment, replacement, or other work necessary to return
such meter to accuracy. The Party who discovers such variation or malfunction shall give the
other Party notice not less than 72 hours prior to the time of any test of any meter (which tests
shall be conducted, if practical, during normal working hours) so that the other Party may
conveniently have a representative present. If such representative is not present after the required
notification at the time set in such notice, calibration and adjustment may proceed in the absence
of said representative notwithstanding any other provision of this Subsection. If the percentage of
inaccuracy of any meter is found to be in excess of two percent between the check meter and the
Village meter, registration thereof shall be corrected by agreement of the Village and County
based upon the best data available, for a period extending back to the time when such inaccuracy
began if such time is ascertainable, or for a period extending back one-half of the time elapsed
since the last date of calibration (but in no event further back than a period of six months) if such
time is not ascertainable.
If for any reason any meter is out of service or in disrepair so that the amount of
Potable Water delivered cannot be ascertained or computed from the reading thereof, then the
Potable Water delivered during the period such meter is out of service or in disrepair shall be
deemed to be the registration of the check meter if one has been installed and is registering
accurately, or, in the event that no check meter has been installed or the check meter is
registering inaccurately, shall be estimated:
i. By correcting the error if the percentage of the error is ascertainable by
calibration tests or mathematical calculations; or
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ii. If the error is not ascertainable by calibration tests or mathematical
calculation against the meter data, by estimating the volume of water that entered the County
reservoir through the County's SCADA data for reservoir level and calculations using the size
and shape of that reservoir; or
iii. If the error is not ascertainable by calibration tests or mathematical
calculation or volume estimates in the reservoir, by estimating the quantity of delivery by
considering deliveries during preceding periods under similar conditions when the meter or
meters were registering accurately. During any period of such disagreement, the Village's
estimate of water delivered shall be used for the purpose of computing payments due under
Section 7 of this Contract, and any adjustments based upon later resolution of such disagreement
shall be made by appropriate adjustments to the County's future payments pursuant to Section
7.
F. Removal of Metering Station. At any time after 90 days following the termination
of this Contract without renewal, the Village, at its own expense and in its discretion, may remove
the metering station, including equipment, and any SCADA antennas and appurtenant facilities
included among the Village Connection Facilities, and shall release any perpetual easements
therefor.
G. Removal of Transmission Mains. Within 120 days after the termination of this
Contract without renewal, the County, at its own expense, shall remove or abandon in place any
County transmission mains and other equipment and appurtenances owned by the County that
are located on Village property. Any proposal by the County to abandon in place shall be subject
to the prior review and approval by the Village. The County shall be solely responsible for
completing all restoration work necessary as a result of the removal of the same.
H. Meters for County Customers. The Village shall have no responsibility for ensuring
that the County customers have operable water meters meeting the standards of the American
Water Works Association.
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I. Right of Inspection. The Village reserves the right to inspect the property of the
County System Connection Facilities to ensure that the facilities are being operated consistent
with the terms of this Contract, including but not limited to inspections to ensure there are no cross
connections that threaten potential contamination to the Village Waterworks System and to
ensure that the Village Waterworks System is otherwise fully in accordance with state and federal
law. Such inspections shall occur following notice to the County and at a mutually acceptable time
during ordinary business hours. If the inspection discloses any code violations or threats to the
Village Waterworks System, the Village shall deliver the County a notice at the address listed in
Section 20 hereof of the Village's intention to shut off the supply of water to the County at the
expiration of 48 hours after giving such notice unless within the 48 hour period the County shall
cure said threats to the Village Waterworks System. The foregoing notwithstanding, in the event
such threats to the Village Waterworks System constitute an emergency, the notice required of
the Village shall be no more than is reasonable under the circumstances.
SECTION 6 UNIT OF MEASUREMENT
The unit of measurement for Potable Water delivered hereunder shall be gallons of water,
U.S. Standard Liquid Measure, and all measuring devices shall be so calibrated unless the Village
and the County agree otherwise in writing. Should it become necessary or desirable to use other
units of measurement, the basis of conversion shall be that 7.48 gallons is equivalent to one cubic
foot.
SECTION 7 RATES AND TERMS OF PAYMENT
A. Rate. The Rate to be charged to the County for the provision of Potable Water
shall be based on actual monthly usage by the County and shall be the lowest rate established
from time to time by the Village for the provision of Potable Water to its residents. Provided,
however, that, if the Village adjusts its residential rates to incorporate other charges or services
unrelated to the provision of Potable Water, the Rate charged to the County shall be that portion
of the residential rate related solely to the provision of Potable Water. Provided further that any
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usage by the County in excess of the Maximum Water Supply Amount shall be charged an
additional $.10 (ten cents) on said Rate.
B. Adjustments to Rate and Fired Facility Fees. Rates and Fixed Facility Fees (as
described in Section 7.C) will be examined by the Village and shall be subject to annual
adjustment by the Village. The Village shall set the Rate and Fixed Facility Fees in conformity
with the standards set forth in Section 7.J of this Contract. Any such adjustments in Rate or Fixed
Facility Fees will not be effective until the next applicable billing period commencing not more
than ninety (90) days after the Village approves such adjustment; provided, however, that, if the
Village does not notify the County of any such adjustments within 10 days after their approval (an
"Adjustment Notice"), the aforementioned 90-day period shall be calculated from the date of the
Adjustment Notice rather than the date of approval of the adjustment. Such adjustments may be
made without the need for hearings, but:
1. Within 15 days after the delivery of an Adjustment Notice, the County shall notify
the Village whether it intends to undertake a rate review (a "Review Notice"). A
Review Notice shall be delivered in accordance with Section 20.13 of this Contract.
2. The County may, within 45 days after the Review Notice, deliver to the County its
own study regarding any adjustment to the Rate or Fixed Facility Fee (a
"Secondary Rate Study'). Upon timely delivery of a Secondary Rate Study from
the County, the Village agrees to consider such Secondary Rate Study and take
action either to re-affirm, ratify, modify, or postpone the effective date of such
adjustments in either the Rate, Fixed Facility Fee, or both.
C. Fixed Faciiiit Fee. A monthly fee shall be charged to the County based on the
size of the water meter installed in the metering station included among the Village Connection
Facilities. The monthly Fixed Facility Fee shall be charged at the lowest rate established from
time to time by the Village for multifamily residential users, commercial users, or industrial users
located within the Village (as defined in the Village's municipal code) with comparably sized
meters. To the extent that the County's water meter is not comparable in size to the meters serving
any multifamily residential users, commercial users, or industrial users located within the Village,
the monthly Fixed Facility Fee charged to the County shall be proportionate to the difference in
15
meter sizes. For illustration purposes, if the County water meter is 4" in size and the next largest
meter among multifamily residential users, commercial users, or industrial users located within
the Village is 2", the monthly Fixed Facility Fee charged to the County shall not be greater than
twice the lowest Fixed Facility Fee charged to multifamily residential users, commercial users, or
industrial users located within the Village with 2" meters.
D. Reserved.
E. Rills and Due Date. The Village shall render bills to the County bi-monthly based
upon:
(i) Fixed Facility Fees incurred; and
(ii) charges based on actual volume of Potable Water delivered by the Village,
during the relevant billing period pursuant to this Contract. Payment on bills rendered by the
Village shall be due from the County within 45 days after delivery.
F. Disputed Payment . If the County desires to dispute any payment, or part thereof,
due or claimed to be due under this Contract, the County shall nevertheless pay the full amount
of any such payment when claimed by the Village to be due and shall provide written notification
to the Village that charges are disputed, the grounds for dispute, and the amount in dispute, by
the later of (i) the due date of such payment, or (ii) 45 days after the date that the County is
reasonably informed of the circumstances giving rise to such dispute. No adjustment or relief on
account of any disputed charges shall be made unless disputed charges are the subject of such
notice within the time herein specified. It is expressly understood and agreed that no dispute over
payments due or claimed to be due under this Contract shall be referred to arbitration for review
or settlement. Upon receipt of a notification of dispute, representatives of the Village shall meet
with representatives of the County to resolve such dispute. In the event the dispute is resolved in
favor of the County, a credit will be made on the next bill of the County. In the event that the
dispute is not so resolved, the County shall have the right to seek redress in the Circuit Court of
Lake County, Illinois.
(MD2.8444 7)
16
G. Overdue Payments. If the County shall fail to make any payment required under
this Contract on or before its due date, and after notice and an opportunity to cure as set forth in
Section 19.A.i of this Contract has been exhausted, the Village shall have the right to exercise
any or all of the following three remedies:
i. Interest. The Village, at is option and in its discretion, may collect from the
County, and the County shall pay to the Village, interest on the amount of such payment, at a rate
of nine percent (9%) per annum or the rate generally imposed upon other Customers of the
Village, whichever is less. Such intorest shall accrue and shall be compounded on a monthly
basis from the date such payment becomes due until paid in full with interest as herein specified.
ii. Reduction or Discontinuance of Delive . If such payment is not made by
the County within 30 days after the date such payment becomes due, then the Village, at its
option and in its discretion, and whether or not such payment is disputed, may reduce or
discontinue delivery of Potable Water to the County Waterworks System until the amount due to
the Village is paid in full with interest as herein specified. The Village shall give notice to the
County of its intention to reduce or discontinue delivery of Potable Water in accordance with this
Subsection, which notice shall be delivered to the County not less than 10 business days prior to
such event. If the County so requests in writing prior to the time for reduction or disconnection of
service, the Village shall provide the County an opportunity for a hearing, and no reduction or
discontinuance of service shall occur sooner than 10 business days after the Village notifies the
County of the outcome of such hearing. If the Village reduces or discontinues the delivery of water
pursuant to this Subsection, the County shall continue to be liable to make all payments for any
water used in accordance with this Contract.
iii. Security Deposit.
a. Purpose. If the County is at any time in default on any payment due
under this Contract and the default is not cured within 65 days after the due date of the defaulted
payment, then the Village, at its option and in its discretion, may require County, as a further
[fHIQ?MM!'lj
17
obligation under this Contract, to deposit in a separate interest bearing account in the Village's
name, with authorized signatories as designated by the Village's Manager, a sum of money in a
reasonable amount determined by the Village (but in no event more than the amount due from
the County during the four-month period preceding such default), as security for the payment of
the County's obligations hereunder. The County's compliance with the Village's demand for such
a security deposit shall be a condition precedent to the curing of such County's default and the
restoration of the Potable Water service to the County Waterworks System, if such Potable Water
service has been reduced or discontinued by reason of such dcfault.
b. Use, Restoration. The security deposit or any part thereof may be
applied, at the Village's option and in its discretion, to any subsequent default by the County in
any payments due under this Contract. If so applied, the County shall provide funds immediately
to restore the security deposit to the amount required by the Village.
C. Return. At the earliest of the end of the term of this Contract, or a
term of two years after the curing of the most recent default by the County, or such earlier time
that the Village at its option and in its discretion may determine, any security deposit with all
accrued interest shall be returned to the County if the County has performed all its obligations
under this Contract.
H. Beginning of Obligation to Pay. Notwithstanding any other provision of this
Contract, the County's obligation to make any and all payments under this Contract shall begin
with the issuance by the Village of the first bill issued after the first delivery of water to the County
Waterworks System or any portion thereof. This obligation includes, but it not limited to, any water
used to test or prepare the County Waterworks System.
I. Rate Agreed to be Reasonable. The County agrees that it has had an opportunity
to evaluate the Rates to be charged under this Contract. The County further unconditionally
agrees that the initial Rates in this Contract are reasonable and non-discriminatory, and the
}auoza m r}
18
County hereby expressly waives any and all claims challenging the initial Rates and initial Fixed
Facility Fees in any way.
J. Village Charges and Rates Covenant. The Village hereby covenants at all times to
establish such charges and rates for water supplied to the County as will be sufficient: (1) to pay
the costs of operation and maintenance of the Village Waterworks System; (2) to provide an
adequate depreciation fund for the Village Waterworks System as determined by the Village on
the basis of its statutory duties and its obligations under the Bonds and 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 reasonable and necessary undertakings to maintain the safety and reliability of the
Village Waterworks System.
For purposes of this paragraph J, a "sufficient' amount shall mean an amount adequate
(but not more than reasonably necessary), when taken together with any and all other amounts
available, in the reasonable discretion of the Village, to enable the Village to meet its 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 issuances of the Bonds
and for maintenance of a reserve fund.
K. County Charges and Rates Covenant. The Village acknowledges that the County
has the independent right to establishes rates, fees, and charges for its customers within the
Connection Area. In setting such rates, fees, and charges, the County hereby covenants that
they will be sufficient at all times (1) to pay the costs of operation and maintenance of County
Waterworks System, (2)to provide an adequate depreciation fund therefor, (3)to pay the principal
of and interest on all County Bonds payable from the revenues of the County Waterworks System,
(4) to pay the charges and rates established by the Village for the sale of water by the Village to
the County. The County agrees to approve initial rates sufficient to satisfy this rate covenant not
(0002a444�
19
later than 35 days after execution of this Contract and shall file its rate ordinances with the Village
within 35 days after adoption.
L. Character of Payment Obligations as Water Revenue Obligations. This Contract
shall not be construed to constitute an indebtedness of the County within the meaning of any
statutory or constitutional limitation. It is expressly understood and agreed that all payments to be
made hereunder by the County may be required to be made only from revenues to be derived
from the operation of its County Waterworks System, and this Contract shall be a continuing, valid
and binding obligation of the County payablo from such revenues throughout tho term horcof.
Without in any manner limiting the foregoing provisions of this paragraph L, it is also expressly
understood and agreed that the aforesaid revenues from the operation of the said County
Waterworks System shall remain available for payments due or claimed to be due under this
Contract without regard to any designation of such revenues by the County from time to time as
operating revenue, retained earnings, reserves, surplus or otherwise. Nothing in this Paragraph
L or this Contract shall, however, prohibit the County from using any other legally available funds
for payments due hereunder.
M. Character of Payment Obligations as Operating x enses. Inasmuch as obtaining
water is an essential item of expense of a waterworks system, County hereby represents and
covenants that all payments required to be made by it pursuant to the provisions of this Contract
shall constitute operating expenses of the County Waterworks System and that such payments
will constitute operation expenses as to any and all revenue bonds of the County which are
supported in whole or in part by a pledge of the revenues of its County Waterworks System, with
the effect that such County's obligation to make payment from its water revenues under this
Contract has priority over its obligation to make payments of the principal or any interest on any
such bonds which are or will be supported in whole or in part by a pledge of that County's
Waterworks System revenues. Consistent with this paragraph M, County hereby covenants and
agrees that from and after the date of this Contract, any ordinance or resolution to be passed by
(0002a"4 71
20
it authorizing the issuance of County obligations to be paid from the revenues of its County
Waterworks System shall expressly provide that the revenues of the County Waterworks System
may be used to pay the principal of and interest on such obligations only to the extent that those
revenues exceed amounts require to pay the operating expenses of the County Waterworks
System, including all payments to be made by it under this Contract regardless of whether water
is being delivered or is ever delivered to the County hereunder. Without in any manner limiting
the foregoing provisions of this paragraph M, it is also expressly understood and agreed that the
obligation of the County under this Contract shall be enforceable against and collectable from any
monies from time to time available in any accounts or funds, including reserve and surplus
accounts, maintained by the County in connection with the County Waterworks System.
SECTION 8 SPECIAL CONDITIONS AND COVENANTS
A. No Liability for Dela . The County acknowledges and agrees that the Village shall
not be liable to the County or to any of the County's customers for any damages occasioned by
or in any way related to delay or failure in the delivery of Potable Water to the County Waterworks
System, except if the Village willfully delays or discontinues water service in breach of this
Contract.
B. Title to Potable Water. Title to all Potable Water supplied hereunder shall remain
in the Village to the Point of Delivery and thereupon shall pass to the County.
C. Covenants to Be Set Out in Bond Ordinances. The County acknowledges and
agrees future Bond Ordinances of the Village may grant to bondholders certain rights and duties
of the Village, and that such bondholder rights may be included in any subsequent Bond
Ordinances of the Village.
D. Other Financial Obligations of County Waterworks System.
i. Payment Obligations. The County shall make all budgetary, emergency,
and other provisions and appropriations necessary to provide for and authorize the prompt
payment to the Village of all amounts due under this Contract.
�9)1)284M Tp
21
ii. Future County feb#. In any revenue bond, indenture, or other evidence of
indebtedness hereafter issued by the County for the County Waterworks System, the obligation
for payment established pursuant to this Contract shall be expressly provided and set forth in the
ordinances or resolutions providing for the issuance of such bonds, indentures, or other evidence
of indebtedness.
E. County Jurisdiction. The County shall not serve any customers outside of the
Connection Area without the express prior written agreement of the Village.
F. Mlaintcnancc and Operation of City Waterworks System. The County shall own
and maintain the County Waterworks System, and all improvements and extensions of said
System, in good repair and working order, shall operate said System efficiently, shall take all
steps reasonably necessary so that said System may at all times be operated properly and
advantageously, and shall punctually perform all duties with respect to said System as may be
required by this Contract, and by the Constitution and laws of the United States of America and
the State of Illinois and all other applicable laws. In addition, County shall carry insurance or other
risk management protection on its County Waterworks System of the kinds and in the amounts
which are customarily carried by parties operating similar facilities.
G. County Regulations E u valent to Village Regulations. The County shall enact
regulatory measures regarding the supply and use of Potable Water within the Connection Area,
including, without limitation, lawn sprinkling, that are at least as restrictive as the strictest among
those adopted by the Village. In the event that the Village adopts new or amendatory regulations
regarding the supply and use of Potable Water that are generally applicable in the Village (or in
the event that the Village notifies the County that its regulations do not comply with this
Subsection 8.G), then the County shall adopt or amend its regulations affecting the County
waterworks System within 60 days after notice thereof from the Village, except that: (i) if any
Village regulations do not comport with standards of the Illinois Environmental Protection Agency,
[W0284471
22
then the Village shall be required to demonstrate a need for such regulatory variance; and (ii) to
the extent such regulatory change requires modifications to the County Waterworks System,
H. Accounting and Audit,. The County shall, within six months after the close of each
of its fiscal years occurring during the term of this Contract, provide to the Village complete annual
audited financial statements of the County Department of Public Works, which may be on a
consolidated basis, duly certified by the County's independent certified public accountants.
I. Maintain-Ownership of County Waterworks System. Subject to the proper exercise
by a governmental authority of its powers of eminent domain including its power to acquire
property in lieu of obtaining judgment in an eminent domain action, the County shall continue to
own and possess the County Waterworks System and, within the exercise of reasonable business
judgment and in a manner so as not to cause a default hereunder, shall dispose of property which
is part of said System only to the extent that such property is no longer useful or profitable in the
operations of said System; provided, however, that the County shall not have the right to convey
ownership of the County Waterworks System during the term of this Contract without the approval
of the Village, which approval shall not be unreasonably withheld.
J. Release and Indemnification. The County hereby releases the Village from, agrees
that the Village shall not be liable for, and agrees to indemnify and hold the Village harmless from:
(1) any liabilities for any loss or damage to property or any injury to, or death of, any
third party that may be occasioned by or related to any cause whatsoever
pertaining to: (a) the provision of Potable Water under this Contract; or (b)
construction, installation, removal, relocation, replacement, extension,
improvement, maintenance, or operation of the County Waterworks System or to
the Connection Facilities; or
(2) any liabilities, losses, or damages, or claims therefor, arising out of the failure, or
claimed failure, of the County to comply with its covenants or obligations contained
in this Contract, including, in each such case, any attorneys' fees,
(0002MAA 71
23
(all of the matters in phrases (1) and (2) being referred to individually as a "Claim" and collectively
as the "Claims"). The County agrees to indemnify and hold the Village, harmless to the fullest
extent permitted by law from any losses, costs, charges, or expenses, in connection with any
Claim, whether such Claim is asserted in an action, suit, or proceeding instituted or threatened
by any third party in connection with any such Claim. If any Claim is asserted, the Village shall
give prompt notice to the County, and the County, if requested by the Village, shall assume the
defense thereof, it being understood, however, that: (c) the County shall not settle or consent to
the settlement of any such Claim without the written consent of the Village, and (d) the Village
shall be entitled to approve the counsel selected by the County for any such defense. This
paragraph shall in no way be construed to be, nor shall it be, a waiver of any immunity that the
Village and/or County may assert to any Claim.
K. Assignment of L.itigation,. The County shall promptly notify the Village of any
litigation or administrative or other proceeding concerning this Contract or which may in any way
limit any Party's ability to perform any of the obligations of this Contract. Upon request of the
Village, the County shall promptly assign to the Village the right to prosecute, defend or intervene
in any litigation or administrative or other proceeding, to which the County is a party or in which
the County is involved, that involves or arises out of the limitation of the Party's obligation as set
forth in this Contract. Upon assignment,the Village shall be responsible for all costs and expenses
of the litigation or administrative or other proceeding.
SECTION 9 SCHEDULE FOR COMPLETION OF VARIOUS FACILITIES
A. Plans and Specifications for County System Connection Facilities and Village
Connection Facilities. Subject to the County securing a Water Allocation for the Connection Area,
the County shall prepare, and submit to the Village for its review and approval, complete detailed
plans, specifications, and construction contract documents (collectively the "Construction
Documents")for the County to construct the County System Connection Facilities and the Village
Connection Facilities. The Construction Documents shall be in general conformity to the
JONY2.eaaa n
24
Connection Facilities Concept Plan, and shall include any valves and/or pressure adjusting
stations as may be required, immediately downstream from the Point of Delivery. The Village shall
provide its comments and revisions on the Construction Documents to the County within 60 days
after receipt of those documents. The County shall make all required changes to the Construction
Documents necessary to ensure compliance with this Contract.
B. IEPA and Other Approvals For County System Connection Facilities and Village
Connection Facilities. The County shall, within 60 days after receipt of Village's comments and
revisions pursuant to Subsection 9A above, submit the final Construction Documents for approval
and permitting to the Illinois Environmental Protection Agency (the"IEPA")and each other federal,
state, or local governmental body having jurisdiction over the County System Connection
Facilities and Village Connection Facilities, and shall diligently pursue each such approval and
permit until it is secured.
C. Commencement of Construction of County System Connection Facilities and
Village Connection Facilities. The County shall cause construction of the County System
Connection Facilities and Village Connection Facilities to be commenced within 120 days after
the County receives the last approval from any governmental body required as a condition
precedent to construction of the County System Connection Facilities and Village Connection
Facilities (including the metering station therefor). The County shall cause construction to be
pursued diligently and continuously until it is completed.
D. Transfer of Property Rights/Payment Covenant/Oversizin .
i. Conveyance of County Easement.: The County shall grant to the Village all
necessary easements for the Village metering station and other Village Connection Facilities to
be constructed on County owned or controlled property pursuant to this Contract.
ii. Ac uisition of Property. The County shall commence all actions necessary
to acquire all property rights not already owned by it necessary to fulfill the requirements of this
Contract.
(0001N444 7)
25
iii. Payment Covenant. It is expressly understood and agreed that the County
shall be responsible for the design, construction, and payment of the County System Connection
Facilities and Village Connection Facilities. It is further agreed that, upon completion and approval of
the Village Connection Facilities, County shall convey Village Connection Facilities to the Village
by bill of sale without additional consideration from the Village.
SECTION 10 ASSIGNABILITY
A. Assignment by Count . The County shall not assign or transfer this Contract or
any rights or interests herein without the advance written consent of the Village.
B. Assignment by the Villa e. Except as otherwise set forth in this Subsection 10.B,
the Village shall not assign or transfer this Contract or any rights or interests herein without the
advance written consent of the County. Notwithstanding the preceding sentence, the right to
receive all payments that are required to be made by the County to the Village in accordance with
the provisions of this Contract may be assigned by the Village to any Trustee as provided in any
Bond Ordinance to secure the payment of the principal of and the premium, if any, and interest
on the Bonds as those amounts come due, subject to the application of those payments as may
be provided in any Bond Ordinance. The County, upon notice of assignment to any such Trustee,
shall make all payments directly to such Trustee. Further, the rights of the Village to enforce the
provisions of this Contract may be assigned to any such Trustee and, in such event, such Trustee
shall have the right to enforce this Contract at law or in equity with or without the further consent
or participation of the Village. The Village also may retain the right to enforce this Contract,
notwithstanding any assignment to a Trustee.
SECTION 11 FORCE MAJEURE
If by reason, of Force Majeure, either Party to this Contract shall be rendered unable
wholly or in part to carry out its obligation under this Contract, then if such Party shall give notice
and full particulars of such Force Majeure in writing to the other Party within a reasonable time
after occurrence of the event or cause relied on, the obligation of the Party giving such notice, so
(00028444 71
26
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 settlement of strikes and lockouts or
lawsuits shall be entirely within the discretion of the Party having the difficulty and the above
requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not
require the settlement of strikes and lockouts or lawsuits 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.
SECTION 12 VILLAGE DEFAULTS COUNTY TERMINATION
Failure by the Village to deliver Potable Water to the County as required by this Contract
for a period of seven days after written notice from the County to the Village of such failure, or a
failure of the Village to perform any other obligation under this Contract for a period of 60 days
after written notice from the County to the Village of such failure, shall be a default of the Village
under this Contract, unless any such failure is excused or exercised pursuant to this Contract. If
the Village defaults under this Contract, then the County may, as its sole and exclusive remedy,
declare this Contract null and void after giving the required notice set forth above.
SECTION 13 COUNTY RIGHTS AND OBLIGATIONS
The County shall have: (1) no right to terminate, cancel, or rescind this Contract, except
for the right of termination in accordance with Section 12 of this Contract; (2) no right to withhold
from the Village or any Trustee who is an assignee of the Village pursuant to this Contract
payments due under this Contract; (3) no right to recover from the Village or any member of the
Village's corporate authorities amounts previously paid under this Contract unless paid in error or
contrary to the provisions of this Contract or law; (4) no right of reduction or set-off against the
amounts due or to become due under this Contract to the Village; and (5) no lien on any amounts
in any fund established by the Village for any reason or on account of the existence or occurrence
of any event, condition, or contingency, whether foreseen or unforeseen or foreseeable or
27
unforeseeable by the County or the Village or any other person. It is the intent hereof that the
County shall be absolutely and unconditionally obligated to make all payments under this Contract
except as otherwise expressly provided in this Contract. The Village may issue its Bonds in
specific reliance on the limitations set forth in this Section with respect to the rights of the County.
SECTION 14 TAX COVENANTS
At no time shall the County take any action or fail to take any action that would, as a result
of such action or inaction and independent of any other action or inaction of the Village or any
Village Customer: (a) prevent the Village from issuing Bonds as "governmental use" bonds within
the meaning of Section 141 of the Internal Revenue Code of 1986; (b) cause interest on any of
the Village's Bonds to become subject to federal income taxes in addition to federal income taxes
to which interest on such Bond is subject on the date of original issuance thereof; or (c) cause
any Village Bonds to become "private activity bonds" within the meaning of Section 141 of the
Internal Revenue Code of 1986.
SECTION 15 COOPERATION IN ISSUANCE OF OBLIGATIONS
The County and the Village shall cooperate with each other in the issuance of their
respective debt obligations. Each shall comply with all reasonable requests of the other and shall,
upon reasonable request of the other:
A. Make available general and financial information about itself(which obligation shall
be deemed satisfied by delivery of a complete set of the annual audited financial statements for
the most recently completed fiscal year, duly certified by independent certified public
accountants); and
B. Consent to publication and distribution of its financial information; and
C. Certify that general and financial information about it is accurate, does not contain
an untrue statement of a material fact, and does not omit to state a material fact necessary in
order to make the statements in that information, in light of the circumstances under which they
were made, not misleading; and
(00028444 71
28
D. Make available certified copies of official proceedings; and
E. Provide reasonable certifications to be used in a transcript of closing documents;
and
F. Provide reasonably requested opinions of counsel of its choice as to the validity of
its actions taken with respect to and the binding effect of this Contract, title to the applicable
system, pending or threatened litigation which could materially affect its performance hereunder,
and other reasonably related opinions. Any such opinion that is requested shall be at the sole
cost and expense of the requesting Party.
SECTION 16 REGULATORY BODIES
The Village and the County through this Contract seek to exercise and maintain all
sovereign rights granted to them under and through the Constitution and laws of the State of
Illinois. 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, any governmental
body or agency having lawful jurisdiction, and any authorized representative or agent of any of
them; provided, however, that this clause shall not be construed as waiving the right of either
Party to challenge the validity of such rule, regulation, or law on any basis, including the
impairment of this Contract.
SECTION 17 OTHER WATER SUPPLIERS; EMERGENCY INTERCONNECTION,
A. Other Suppliers. Notwithstanding any of the provisions of this Contract, the Village
is not prohibited by this Contract from entering into cooperative arrangements with other suppliers
or users of Potable Water to provide Potable Water to each other to meet each other's water
needs, provided that these arrangements do not interfere, except in emergencies, with the
delivery of Potable Water to the County Waterworks System.
B. Emergency Interconnection. In addition to the Village Connection Facilities and
County System Connection Facilities, the County may, in its discretion, construct emergency
interconnection facilities between the County Waterworks System and the Village Waterworks
(000284.71 29
System in general conformity with the concept plan attached hereto as Exhibit. C (the
"Interconnection Facilities"). Prior to undertaking construction of such Interconnection
Facilities, the County shall prepare, and submit to the Village for its review and approval, complete
detailed plans, specifications, and construction contract documents in general conformity with the
Interconnection Facilities. The County shall be responsible for undertaking and paying for all
work related to the Interconnection Facilities, and such construction shall be coordinated with the
Village. Upon completion, the Interconnection Facilities shall be used and governed by the
following terms:
1. The County may only draw water from the Interconnection Facilities for a temporary
and/or unexpected disruption of the designed and established manner of supply or
distribution of Potable Water within the County Waterworks System (an "Emergency
Condition"), whether arising from a Force majeure event or otherwise. Neither
repeated and chronic production outages lacking reasonable aggressive correction
efforts, nor the inability of the designed production capacity to meet peak water use
demands shall be regarded as an Emergency Condition. Notwithstanding the
foregoing, any and all water furnished under this Subsection 17.13 shall be deemed to
have been used for emergency purposes only.
2. To the extent that an Emergency Condition occurs, the County shall make an
emergency request and receive the consent of the Village prior to drawing Potable
Water through the Interconnection Facilities. The Village shall grant permission for
emergency service, unless providing such service would present a hazard, not merely
an inconvenience, to the Village Customers.
3. In granting permission to draw Potable Water through the Interconnection Facilities,
the Village will delivery Potable Water to the County in the volume available at the
normal operating pressure of the Village Waterworks System. The Village retains the
right to terminate the Emergency service, upon oral communication or other notice as
may be reasonable under the circumstances, in the event it determines that a condition
has developed or reasonably might develop that makes continued Emergency Service
hazardous to its Customers. Unusual delay by the County in the correction of the
causes for the Emergency Service shall also justify termination of the Emergency
Service by the Village upon 24 hours notice.
If, during a period of Emergency Service, the Village finds it necessary to limit the use
of Potable Water by its Customers by imposing lawn and garden sprinkling restrictions
or otherwise, the County shall, upon notification by the Village, impose the same water
use limitations and restrictions on its customers connected to County Waterworks
System.
4. The Potable Water to be delivered through the Interconnection Facilities shall be of
the same quality as the Potable Water otherwise to be furnished by the Village to the
County under this Contract.
30
5. The County agrees to pay for the Potable Water drawn through the Interconnection
Facilities at the same rates and fees as if drawn through the Connection Facilities.
SECTION 18 EFFECTIVE DATE: TERM
A. Effective Date. This Contract shall be effective immediately after authorization and
execution by both Parties hereto.
B. Term. This Contract shall continue in force and effect for a period that is
coterminous with the term 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 and the Village of Wheeling, dated April 4, 1983 and any subsequent amendments or
extensions thereto. Provided however, that the term of this Contract shall not exceed 20 years
in total from the Commencement Date at which time this Contract and the Village's obligations to
provide water shall terminate, unless otherwise terminated earlier pursuant to the terms of this
Contract. Notwithstanding any other provision contained in this Contract, any right of the County
to receive water from the Village shall automatically terminate upon the termination of the Contract
between the Village and Northwest Water Commission.
SECTION 19 TERMINATION BY VILLAGE
A. Notwithstanding any other provision of this Contract, upon the occurrence of any
of the following events, the Village, in its sole discretion, may terminate this Contract for the
following reasons:
i. If the County fails to make any payment required under this Contract on or
before its due date and fails to cure that failure within fifteen business days after demand therefor
from the Village; or
ii. Termination of the Village; or
iii. Immediate threat of damage to the Village Waterworks System or of danger
to public health, unless the Village, with the assistance of the County as appropriate, can
,MW-6q� 31
reasonably and promptly mitigate the threat of damage or danger by engineering, operational, or
other means short of termination of this Contract; or
iv. The Village's inability to receive water from the Northwest Water
Commission; provided that any temporary interruption in service by the Northwest Water
Commission to the Village shall only authorize the Village's temporary delivery of Potable Water
to the County Waterworks System and shall not be grounds for termination of this Contract.
SECTION 20. GENERAL
A. Govcrninq Law. This Contract and the rights of the Parties hereunder shall be
interpreted and enforced in accordance with the internal laws, but not the conflicts of laws rules,
of the State of Illinois.
B. Notices. Unless otherwise provided in this Contract, all notices required or
permitted to be given under this Contract shall be given by the Parties by: (i) personal delivery;
(ii) delivery by certified mail, with a return receipt requested, through the United States mail, (iii)
deposit with a nationally recognized overnight delivery service, or(iv) delivered by electronic mail,
addressed as stated in this Section. Notice by hand delivery or overnight courier service shall be
deemed received when delivered; notice by electronic mail shall be deemed received when
delivered, provided that a copy of such notice is also sent by(a) certified mail (as provided above),
(b) personal delivery, or(iii) a nationally recognized overnight delivery service; and notice by mail
shall be deemed received three days after it is placed in the U.S. mail. The address of any Party
may be changed by written notice to the other Parties, but no notice of a change of address shall
be effective until actually received. Notice that is actually received will be deemed valid, even if
received by a method or in a manner that conflicts with this Section. Notices and communications
to the Parties will be addressed to, and delivered at, the following addresses:
For notices and communications to the Village:
Village of Buffalo Grove
50 Raupp Blvd.
Buffalo Grove, IL 60089
(00028444 71
32
Attn: Village Manager
E-Mail:
For notices and communications to County:
Lake County
18 N. County Street
Waukegan, IL 60085
Attn: County Administrator
E-Mail: ggibson@lakecountyil.gov
C. Calendar Days and Time. Any reference herein to "day" or "days" shall mean
calendar and not business days unless the word "business" is used. If the date for giving of any
notice required to be given hereunder or the performance of any obligation hereunder falls on a
Saturday, Sunday or federal holiday, then said notice or obligation may be given or performed on
the next business day after such Saturday, Sunday or federal holiday. Any reference herein to
time of day shall refer to local time for Buffalo Grove, Illinois.
D. Entire Agreement. This Contract, including exhibits hereto, contains the entire
agreement between the Parties hereto with respect to the transactions contemplated by this
Contract and matters related thereto, and does hereby supersede and render null and void and
of no further force or effect any and all prior agreements, drafts of agreements and
understandings between the Parties.
E. Amendments. This Contract may not be modified or amended except by a written
instrument executed by each of the Parties hereto.
F. Further Action. Each of the Parties hereto agree from time to time to execute and
deliver such further instruments, and to take such further action not inconsistent with the
provisions of this Contract, as may reasonably be necessary in order to fully perform and carry
out the terms and intent hereof.
G. Captions.tiioon_ . The headings, titles or captions contained in this Contract have been
inserted only as a matter of convenience and for reference, and such captions in no way define,
limit, extend or describe the scope of this Contract or the intent of any provision hereof.
33
H. Exhibits. Exhibits A through C attached hereto are, by this reference, incorporated
herein. In case of any conflict between an Exhibit to the Contract and the text of this Contract, the
text of this Contract shall control.
I. Changes in Laws. Unless otherwise explicitly provided in this Contract, any
reference to laws, ordinances, rules, or regulations shall include such laws, ordinances, rules, or
regulations as they may be amended or modified from time to time hereafter.
J. Time is of the Essence. Time is of the essence in the performance of all terms and
provisions of this Contract.
K. Pending Lawsuits. There are no agreements in effect and no lawsuits pending or,
to the best of either Parties' knowledge, threatened, that would materially and adversely affect
the ability of either Party to fulfill the terms of this Contract.
L. Responsible Party. Within 30 days after the Effective Date, the County shall notify
the Village of a designated individual and a telephone number or numbers at which such individual
with knowledge of the County Waterworks System can be reached at all times in the event of an
emergency. The County shall at all times keep current the information of such designated
individual or any change in the designated individual.
M. Severabilit . In the event any part or portion of this Contract, or any provision,
clause, wording or designation contained within this Contract, is held to be invalid by a court of
competent jurisdiction, such part, portion, provision, clause, wording or designation shall be
deemed to be excised from this Contract and the invalidity thereof shall not affect the remainder
of this Contract.
N. Reimbursement of Professional Fees/ osts. The County agrees to reimburse the
Village for all legal, engineering and other professional fees incurred by the Village related to the
design, review and approval of all Connection Facilities and Interconnection Facilities necessary
to provide the County with water pursuant to this Contract. The Parties shall confer regularly to
estimate fees, to review fees that have been incurred and to consider what fees are estimated
[@OP2N4 71
34
still to be incurred, and the Village will take all reasonable and appropriate steps to avoid
excessive fees.
IN WITNESS WHEREOF, the Parties hereto have caused their respective corporate
names to be subscribed hereto and their respective corporate seals to be affixed hereto and
attested by their duly authorized officers, all on the date first shown above.
[The remainder of this page left intentionally blank.]
J0028444 71 35
Village of Buffalo Grove
By:
Name:
Title:
ATTEST:
By: -
Clerk
County of Lake
By; Ot
Name: 4z . a
Title: �� 0�
ATTEST:
By:
Clerk
(W028"47)
36
LIST OF EXHIBITS
Exhibit A: Connection Area
Exhibit B: Connection Facilities Concept Plan
Exhibit C: Concept Plan for Interconnection Facilities
(00018444 7)
EXHIBIT A
CONNECTION AREA MAP
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EXHIBIT B
CONNECTION FACILITIES CONCEPT PLAN
(00028444 7)
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ANY Exhibit B - FIGURE V-1 0 200 N
RHMG ENOIN-EFS INUVILLAGE OF BUFFALO
975 Campus Drive Feet
Mundelein,IL60060 GROVE INTERCONNECTION SCALE: 1 =200'
P:847 362,5959
EXHIBIT C
CONCEPT PLAN FOR INTERCONNECTION FACILITIES
(ODM4M zt
NEW 8"LCPWD
WATERMAIN
(CONSTRUCTED AS
PART OF LCDOT
WEILAN
D RD PROJECT) ,
d t 1� Ct l
pl p i
df
' Ir
. w
1
, PROPOSED k
METER VAULT t m o..
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p t� PROPOSED 8"LCPWD
CONNECTION TO VILLAGE
to
t ,I OF BUFFALO GROVE
WATER SYSTEM '
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A
mmmmmmmiomuuuuuuwimui. ..- irvWWuuuoouoimmmuumvw� wiwuwiuw
DETENTION BASIN
NWL=671.73
a O �. HWL=678.75
OVERFLOW ELEV.=780.00
EXISTING 12"
BUFFALO GROVEd �
WATERMAIN I>�
NOTE:PROPOSED DETENTION
BASIN PLAN TAKEN FROM
SHEET 111 OF LCDOT WEILAND RD
d" IMPROVEMENT PLANS PREPARED
� INE E
� .. -�.��.�...... ...��.....�.._�._.—_�..�.� .__.. _. BY CIVILTECH DATED 11/712018
Exhibit C- FIGURE VI-6
SECONDARY EMERGENCY CONNECTION o 30 N
RHMG 6NGI'. FF5 h1C
975 Campus Drive WEILAND ROAD AT PAULINE AVENUE Feet
Mundelein IL60060 VILLAGE OF BUFFALO GROVE SCALE:1'=30
P:847 362 5959