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1982-03-15 - Resolution 1982-13 - APPROVING AN INTERGOVERNMENTAL AGAREEMENT PROVIDING FOR PROPORTIONATE TRANSFER OF FUNDS BETWEEN THE NORTHWEST WATER COMMISSION AND ITS MEMBER MUNICIPALITIES RESOLUTION NO. 82 - 13 RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT PROVIDING FOR PROPORTIONATE TRANSFER OF FUNDS BETWEEN THE NORTHWEST WATER COMMISSION AND ITS MEMBER MUNICIPALITIES WHEREAS, the Commissioners of the Northwest Water Commission adopted their Resolution No. 82-R-2 being a "Resolution Approving the Intergovernmental Agreement Providing for Proportionate Transfers of Funds Between the Northwest Water Commission and its Member Municipalities" on March 17, 1982, which Resolution authorizes and directs the Chairman of the Northwest Water Commission to execute the aforesaid Intergovernmental Agreement upon being presented with a copy thereof fully executed by the appropriate Village officials of each of the Commission 's member munici- palities; and WHEREAS, the President and Board of Trustees of the Village of Buffalo Grove have determined it to be in the best interest of the Village of Buffalo Grove and its citizens that the "Intergovernmental Agreement Providing for Proportionate Transfers of Funds Between the Northwest Water Commission and its Member Municipalities" be approved and executed by the duly authorized officers of the Village of Buffalo Grove. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Buffalo Grove, Cook and Lake Counties, Illinois, as follows: SECTION ONE: The "Intergovernmental Agreement Providing for Proportionate Transfers of Funds Between the Northwest Water Commission and its Member Municipalities ," a copy of which is attached hereto and by this reference incorporated herein and made a part hereof, be, and the same hereby is, approved . SECTION TWO: The President and Village Clerk of the Village of Buffalo Grove are hereby authorized and directed to execute the aforesaid "Intergovernmental Agreement Providing for Proportionate Transfers of Funds f ` , Between the Northwest Water Commission and its Member Municipalities" in six (6) counterparts, and to cause said documents to be delivered to the Northwest Water Commission. SECTION THREE: This Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: 6 - Marienthal, Stone, O'Reilly, Hartstein, Gerschefske, Schwartz NAYES: 0 - None ABSENT: 0 - None PASSED: March 15 , 1982 . APPROVED: March 15 , 1982. Village President ATTEST: 1L l l age Clerk 2. •Y 3/3/82 INTERGOVERNMENTAL AGREEMENT PROVIDING • FOR PROPORTIONATE TRANSFERS OF FUNDS BETWEEN THE NORTHWEST WATER COMMISSION AND ITS MEMBER MUNICIPALITIES THIS AGREEMENT, made and entered into this 15th day of March , 1982, by and between the NORTHWEST WATER COMMIS- SION (hereinafter referred to as the "Commission" ) , a water com- mission created under Chapter 24 , Article 11, Division 135, Illi- nois Revised Statutes, the VILLAGE OF ARLINGTON HEIGHTS ("Arling- ton Heights" ) , the VILLAGE OF PALATINE ("Palatine" ) , the VILLAGE OF WHEELING ("Wheeling" ) , and the VILLAGE OF BUFFALO GROVE ("Buffalo Grove" ) , members of the Commission and municipal cor- porations in Cook and Lake Counties, Illinois, acting under the laws of the State of Illinois (hereinafter sometimes referred to collectively as the "Municipalities" ) , WITNESSET H: WHEREAS , the Commission and the Municipalities have entered into "Northwest Water Commission Water Supply Contracts" dated April 6, 1981 (hereinafter referred to as "the Contracts" ) ; and WHEREAS , the Contracts contemplated and provided for certain financial arrangements and financing obligations based upon the Commission' s 1981 financial plan; and WHEREAS , conditions in the financial markets have changed radically since the time that the Commission' s 1981 financial plan was developed, thereby making the originally con- templated financial arrangements and financing obligations un- workable and unfavorable to the Commission and the Municipalities at this time; and WHEREAS , the Commission and the Municipalities desire to enter into this Agreement in order to provide for workable and beneficial financial arrangements and financing obligations in today' s economic markets so that the Commission' s project to acquire and operate a common source of supply of Lake Michigan water (hereinafter referred to as "the project" ) will not be de- layed; and WHEREAS, the Municipalities are authorized by Illinois statute (Iil. Rev. Stat. , ch. 24, §11-135-1) to pay, advance or obligate themselves for their proportionate shares of develop- ment, construction and operating costs of the project. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and pur- suant to Section 10 of Article VII of the Illinois Constitution of 1970, the provisions of the Illinois Intergovernmental Co- operation Act (Ill. Rev. Stat. , ch. 127 , §741 et seq. ) , the statutory powers of the Commission and the home rule powers of the Municipalities, the parties hereto hereby agree as follows: 1. The Commission and the Municipalities have deter- mined that the issuance of the Commission' s revenue bonds as contemplated in the Contracts is not in their best interests and hereby agree to the alternative means of financing the Commis- sion' s project hereinafter set forth. Consistent with the arrangements contemplated hereunder , the Municipalities hereby waive the Commission' s repayment obligation under Paragraph 6 of the Contracts. 2. The Municipalities agree that they shall, upon seven days' written notice from the Commission given on or after May 26, 1982, transfer to the Commission, in addition to the sums specified in Paragraph 6 of the Contracts, the following amounts: Arlington Heights $11,138 ,400. Palatine $ 8 ;910,720. Wheeling $ 4 , 084,080. Buffalo Grove $ 4 ,426,800. A minimum of ten percent of such amount shall be in cash, with the balance being paid as follows: (a) In U.S . Treasury Bills purchased on or after March 1, 1982 and. maturing within 30 days of the transfer date, at their amortized value; or (b) By transferring title to the Commission of certificates of deposit issued by any of the four largest banks of Chicago purchased at par on or after March 1, 1982 and matur- - 2 - • ing within 30 days of the transfer date, valued at par . Each Municipality and the Commission will divide pro-rata shares of • interest on said certificates when received. The Commission and the Municipalities agree that said amounts shall not constitute an operating expense of the Munici- palities' waterworks systems under Paragraph 7 (d) of the Con- tracts. The Commission agrees that such funds, and any invest- ment income therefrom, shall be used only for the following pur- poses: the acquisition of necessary lands, easements, and rights-of-way over lands and waters; the erection and construc- tion of pumping, storage or other facilities, and the installa- • tion of mains and pipelines, all for the purpose of providing and transmitting treated water to the Commission' s members and other customers, which facilities will constitute the Commission' s common source of supply of Lake Michigan water; providing for costs of financing and administration during the construction of such facilities, including repayment of such interim indebtedness as may be incurred for plans, feasibility studies, legal, engineering and financial consultant fees, administrative expenses and property and right-of-way acquisition; and such other purposes as may be authorized by applicable statutes. 3. The Municipalities and the Commission recognize that the amounts to be transferred pursuant to Paragraph 2 above are not sufficient to complete the project, but are intended only to finance the project through 1982. The Commission agrees to use its best efforts to finance the remainder of the project with Commission revenue bonds. In the event that the Commission determines not to issue its revenue bonds for such purpose, how- ever , the Municipalities hereby agree that they shall, upon ninety (90) days' written notice from the Commission given on or after December 1, 1982, transfer to the Commission, in addition to the sums specified in Paragraph 6 of the Contracts and Para- graph 2 of this Agreement the following amounts: • - 3 - Arlington Heights $12,409 ,800. Palatine $ 9 ,927 ,840. Wheeling $ 4 ,550, 260. Buffalo Grove $ 4 ,932,100. to be used in accordance with and for the aforesaid purposes set forth in Paragraph 2 above. A minimum of ten percent of such amount shall be in cash,. with the balance being paid as follows: (a) In U.S. Treasury Bills purchased within 90 days of and maturing within 30 days of the transfer date, at their amortized value; or (b) By transferring title to the Commission of certificates of deposit issued by any of the four largest banks of Chicago purchased at par within 90 days of and maturing within 30 days of the transfer date, valued at par. Each Municipality and the Commission will divide pro-rata shares of interest on said certificates when received. The Commission and the Municipalities agree that said amounts shall not constitute an operating expense of the Munici- palities' waterworks systems under Paragraph 7 (d) of the Con- tracts. 4. (a) The Commission agrees to pay to the Munici- palities, on or before the fifth (5th) working day of December in each calendar year until and including 2001, the following amounts as partial, proportionate repayment of the obligations incurred by the Municipalities in order to transfer the funds provided for in Paragraph 2 hereof: CALENDAR YEAR AMOUNT 1983 $1,709 ,000 1984 1,738 ,520 1985 1,738 ,080 1986 1,920,800 1987 2,009 ,600 1988 2, 009 ,000 1989 2,008,000 1990 2,001,000 4 - 1991 2,013, 000 1992 2,016,000 1993 2,010,000 1994 2, 020,000 1995 1,993, 000 1996 1,982,000 1997 1,984, 000 1998 1,996 ,000 1999 1,990 ,000 2000 1,866 ,000 2001 1,736,000 Each Municipality shall receive its proportionate share of each • annual amount, calculated by multiplying said amount by the Muni- cipality' s Annual Percentage. Each Municipality' s Annual Per- centage shall be calculated by taking the difference between its Adjusted Share (as that term is defined under Paragraph 5 (b) of the Contracts) , as determined on November 1 of the year in ques- tion and expressed as a percentage, and the following model per- centages: for Arlington Heights 39 . 0% for Palatine 31. 2% for Wheeling 14. 3% for Buffalo Grove 15. 5% and adding (in the event that the Adjusted Share is lower than the model percentage) , or subtracting (in the event that the Adjusted Share is higher than the model percentage) that differ- ential to or from the model percentage. (b) In order to assure that it has available suf- ficient funds to make the payments contemplated in subparagraph (a) above, the Commission agrees to include the following amounts as "Commission Expenses" in its budget for each Service Year (as that term is defined under Paragraph 5 (a) of the Contracts) until and including 2002: • - 5 - SERVICE YEAR ENDED APRIL 30 AMOUNT 1984 1,715,000 1985 1,738 ,500 1986 1,755,000 1987 1,946,000 1988 2,024,700 1989 2, 008 ,800 1990 2,008 ,400 1991 2, 003,400 1992 2, 013,000 1993 2,014,000 1994 2, 012,000 1995 2,016,000 1996 1,990, 000 1997 1,982,000 1998 1,985,000 1999 1,994, 000 2000 1,989 ,000 2001 1,837,000 2002 1,366,400 The Commission and the Municipalities agree that the obligations provided for under this Paragraph 4 are subject to the Commis- sion' s obligation to acquire and operate a common source of supply of Lake Michigan water and that such obligations may be waived,: suspended or modified, at the option of the Commission, if necessary to avoid a default on any of the following Commis- sion obligations: (1) to pay the cost of operation and mainten- ance of the Commission' s common source of supply of water , in- cluding those charges payable by the Commission under its Water Supply Contract with the City of Evanston; (2) to provide an . adequate depreciation fund for the Commission' s common source of supply of water; (3) to pay the principal of and interest on any and all revenue bonds issued by the Commission; (4) to comply with the covenants of the ordinance or resolution authorizing the issuance of such revenue bonds; and (5) to carry out the cor- - 6 • porate purposes and powers of the Commission under the provisions of Article 11, Division 135 of the Illinois Municipal Code. • (c) Consistent with the arrangements contemplated in this Paragraph 4, the Municipalities agree to pay the follow- ing amounts to the Commission on February 1, 1983, as their proportionate shares of the amount required by the Commission, in addition to the amounts coming due from the Municipalities under the Contracts in the Service Year ending on April 30, 1984 , in order to make the December, 1983 payments contemplated in sub- paragraph (a) above: Arlington Heights $133, 302. 00 Palatine $106,641. 60 • Wheeling $48,877. 40 Buffalo Grove $52,979 . 00 5. (a) The Commission agrees that it shall monitor the financial market throughout the term of the Contracts and covenants that it shall, upon the request of any Municipality, use its best efforts to and shall, if feasible, issue its revenue bonds for the purpose of retiring any or all general obligation bonds of that Municipality issued for the purpose of transferring to the Commission the sums required hereunder and under Para- graph 6 of the Contracts. (b) Each of the Municipalities agree to bear the expense of all financing, interest, and other costs attributable to the retirement of its general obligation bonds pursuant to this Paragraph 5. Any such expenses shall be borne by the re- spective Municipality in such manner and upon such terms as may be provided by law and agreed upon between the Commission and said Municipality at the time of issuance of Commission revenue bonds for such retirement; and the parties hereto expressly agree that any such expenses shall be obligations coming due under this Intergovernmental Agreement and not under the Contracts herein- above referred to; that such expenses shall be separate and apart from the rates and charges coming due under the aforesaid Con- tracts, and shall not be budgeted by the Commission as "Commis- - 7 - sion Expenses" or "Commission Receipts," as the case may be, pursuant to Paragraph 5 (a) of the Contracts; and that such expenses shall instead be paid pursuant to a separate rate sur- charge applicable only to the Municipality in question, to be fixed in accordance with law and the aforesaid agreement between the Commission and said Municipality to be made at the time of issuance of Commission revenue bonds pursuant to this Paragraph. (c) Notwithstanding the retirement of the general obligation bonds of any Municipality pursuant to this Paragraph 5, said Municipality shall remain obligated to make and entitled to receive all payments provided for in Paragraph 4 above. 6. The Commission and the Municipalities recognize that the Commission may in the future provide service to cus- tomers other than the Municipalities, which customers will not be required to undertake obligations such as those provided for herein in order to assure that the Commission' s project moves forward and is completed without delay; and the Commission hereby agrees to take account of the obligations undertaken by the Muni- cipalities hereunder when determining rates and charges for water service to such customers. 7: This Intergovernmental Agreement may be amended by mutual consent of all of the parties hereto; provided, however, that no such amendment shall be effective unless reduced to writing and duly approved and executed by the parties hereto. IN WITNESS WHEREOF, the parties hereto, acting under the authority of their respective governing bodies, have caused this Agreement to be executed in several Counterparts, each of which - 8 - shall constitute an original, all as of the day and year first written above. NORTHWEST WATER COMMISSION. Acting Chairman ATTEST: Clerk VILLAGE OF ARLINGTON HEIGHTS -.27) • Village President ATTEST: Village Clerk (SEAL) VILLAGE OF PALATINE Village President ATTEST: Village Clerk (SEAL) • VILLAGE OF WHEELING Village President ATTEST: Village Clerk (SEAL) 9 - VILLAGE OF BUFFALO GROVE- " � D Village Presid t ATTEST: Nbellage Clerk (SEAL) - 10 -