1993-39RESOLUTION NO. 93 -39
A RESOLUTION APPROVING AN
INTERGOVERNMENTAL AGREEMENT REGARDING
RECONSTRUCTION OF SECOND AND THIRD
POINTS OF DELIVERY FOR THE
VILLAGE OF BUFFALO GROVE
WHEREAS, the Village of Buffalo Grove (the "Village ") is a
Member of the Northwest Water Commission (the "Commission "); and
WHEREAS, the Village desires to reconstruct the Second and
Third Points of Delivery of water to the Village; and
WHEREAS, the Village and the Commission have agreed upon the
terms and conditions for the reconstruction. of the Second and Third
Points of Delivery;
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 Regarding
Reconstruction of Second and Third Points of Delivery for the
Village of Buffalo Grove ", attached to this Agreement, is hereby
approved.
SECTION TWO: The Village Manager is authorized to execute
said Agreement on behalf of the Village
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INTERGOVERNMENTAL AGREEMENT
REGARDING RECONSTRUCTION OF
SECOND AND THIRD POINTS OF DELIVERY
FOR THE VILLAGE OF BUFFALO GROVE
THIS AGREEMENT, made and entered into this 19th day of
July , 1993, by and between the NORTHWEST WATER
COMMISSION, a water commission created and existing under the
provisions of Section 11 -135 -1 et sea. of the Illinois Municipal
Code, 65 ILCS 5/11 -135 -1 et se .(the "Commission "), and the VILLAGE
OF BUFFALO GROVE, an Illinois home rule municipal corporation
( "Buffalo Grove "),
WITNESSETH-
WHEREAS, the Commission and Buffalo Grove are parties to an-
agreement entitled "First Amended Water Supply Contract Between the
Northwest Water Commission and the Village of Arlington Heights,-
the Village of Buffalo Grove, the Village of Palatine, the Village
of Wheeling" (the "First Amended Water Supply Contract "); and
WHEREAS, the First Amended Water Supply Contract has been
amended by an amendment dated September 5, 1990 (the "First
Amendment' which provides for an alternate method for design and
construction of, and payment for, additional Points of Delivery,
and by a Second Amendment dated July 19 , 1993 ( the "Second
Amendment "), which revises the elevation of Buffalo Grove Points of
Delivery Nos. 2 and 3 and eliminates the need for backf low
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prevention equipment at Point of Delivery No. 2; and
WHEREAS, Buffalo Grove desires to reconstruct its second Point
of Delivery (the "Second Point of - Delivery ") at 120 Horatio
Boulevard, Buffalo Grove, Illinois, (the "Second Village Property ")
and its third Point of Delivery (the "Third Point of Delivery ") at
345 South Arlington Heights Road, Buffalo Grove, Illinois (the
"Third Village Property ") (the Second Village Property and the
Third Village Property sometimes collectively referred to as the
"Village Properties ") as permitted by the Second Amendment and
pursuant to the terms and conditions of this Agreement;
WHEREAS, the reconstruction of the Second Point of Delivery
shall include, without limitation, replacement of the Commission
12 inch water main from an existing 16 inch Commission supply line
in Horatio Boulevard up to and including the 16 x 16 inch tee on
the west end of the by -pass line at the supply line downstream of
the meter vault, including the Commission meter vault; and
replacement of Commission electrical cabinet, transducer and
transducer cable and all other equipment and appurtenances'
necessary for the reconnection of the Commission's existing 16 inch
transmission main with Buffalo Grove's 2,000,000 gallon reservoir
tank located on the Second Village Property; and
WHEREAS, the reconstruction of the Third Point of Delivery
shall include, without limitation, replacement of existing
Commission level transmitter, transducer cable and electrical
cabinet; inlet structure; and all other equipment and appurtenances..
necessary for the reconnection of all Commission metering and
telecommunication equipment located on the Third Village Property;-
and
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WHEREAS, the Commission and Buffalo Grove are authorized to
enter into this Agreement pursuant to Section 10 of Article VII of
the Illinois Constitution of 1970, the Illinois Intergovernmental
Cooperation Act, 5 ILLS 220/1 et sec., and other applicable
authority;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter set forth, the
Commission and Buffalo Grove hereby agree as follows:
1. Recitals. The foregoing recitals are hereby
incorporated in this Agreement as though fully set forth herein.
2. Reconstruction of Second and Third Points of Delivery.
Buffalo Grove hereby agrees to diligently prosecute and cause the
Second and Third Points of Delivery to be reconstructed on the
Village Properties. The reconstruction shall be at Buffalo Grove's
sole cost and expense. Until the reconstruction has been completed
and approved by the Commission pursuant to Section S.I. of this
Agreement, Buffalo Grove shall, unless otherwise approved by the
Executive Director of the Commission, maintain in good working
order backflow prevention equipment at the Second Point of
Delivery.
3. Plans and Specifications for Reconstruction. The Second
and Third Points of Delivery shall be reconstructed in strict
accordance with the plans and specifications prepared by Strand
Associates, dated February 1, 1993, as modified by. Addendum Nos. 1,
2 and 3, dated April 8, 1993, attached hereto as Exhibit A and by
this reference incorporated herein and made a part hereof
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(the "Plans and Specifications "). The Commission's engineers shall
be the sole judge of whether such reconstruction meets the Plans
and Specifications.
4. Commission's Engineers. If the Commission determines, in
its sole discretion, that it requires the assistance of one or more
consulting. engineers for the review, supervision, inspection and
testing of the work under this Agreement, all fees, costs and
expenses of any such consulting engineers shall be paid by Buffalo
Grove.
5.. Terms and Conditions of Reconstruction. The
reconstruction of the Second and Third Points of Delivery shall be
in accordance with the following terms and conditions:
A. Sufficiency of Plans and Specifications. Buffalo Grove
and its engineers and contractors shall be fully responsible for
the sufficiency and correctness of the Plans and Specifications,
including review of all conditions of the Village Properties and
property adjacent thereto, prior to the commencement of-
reconstruction.
B. Subsurface Conditions. The Commission and its engineers
shall not be responsible for any interpretations, conclusions, or
decisions made regarding the character of subsurface conditions of
the Village Properties and property adjacent thereto. Such
character and interpretations, conclusions and decisions regarding
such character shall be the sole responsibility of Buffalo Grove
and its contractors, and the Commission and its engineers shall
have no liability therefor.
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C. Changes in the Work. No changes shall be made to the
Plans and Specifications without the prior approval of the
Commission.
D. Work Site. Buffalo Grove shall provide the work site
on the Village Property at no charge to the Commission.
E. Permits. Buffalo Grove shall obtain all permits,
licenses and approvals necessary for the proper prosecution and
completion of the work. Buffalo Grove's contractor for the work
shall obtain a construction permit from the Commission prior to the
start of reconstruction. The Commission agrees that there will be
no charge for this permit.
F. Access to Work; Authority. The Commission and its
engineers shall at all times have full and complete access to the
Village Properties for the purposes of examination and inspection
of the work. The Commission and its engineers shall have full
authority and right to require the performance of the work in-
accordance with this Agreement. No work shall be undertaken
without the presence of said engineers unless otherwise authorized
in advance by the Commission.
G. Insurance. Buffalo Grove and its contractors, prior
to engaging in the work, shall procure, maintain and keep in force
at their own expense all insurance necessary to protect and save
harmless the property, the work, and the Commission and its
representatives, including its engineers, in such amounts and types
as are approved by the Commission. All policies and certificates
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of insurance shall include the following designation of
additionally insured parties:
"The Northwest Water Commission and its boards,
commissions, committees, authorities, employees, agencies
and officers, voluntary associations, other units
operating under the jurisdiction and within the
appointment of the Water Commission's budget, and the
Villages of Arlington Heights, Buffalo Grove, Palatine
and Wheeling, and their employees, agencies and officers
for their individual interests in the joint venture."
H. Indemnification. Buffalo Grove and its contractors
shall indemnify, save harmless and defend the Commission, its
agents, engineers, attorneys, servants, officials, officers and
employees from any and all claims, demands, liabilities, lawsuits,
losses and expenses, including court costs and attorneys' fees,
arising out of or in any way related to any of the work undertaken
or arising out of the reconstruction of the Second and Third Points
of Delivery pursuant to this Agreement, whether before or after
transfer of ownership of the Second and Third Points of Delivery
pursuant to Section 6 of this Agreement.
I. Quality of Work Completion. All work shall be performed
in a good and workmanlike manner to the satisfaction of the
Commission. When the work has been completed, Buffalo Grove shall
notify the Commission of such completion and that the work is ready
for final inspection. The Commission's engineers shall review and
inspect the work and notify Buffalo Grove of any items that remain
to be completed or corrected. Buffalo Grove and its contractors
shall promptly complete or correct all such items and advise the
Commission of the completion or correction, and the Commission
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shall have the right to reinspect the same. This process shall be
repeated until the work is completed to the Commission's
satisfaction.
J. Guarantee. - Buffalo Grove and its contractor warrant
and guarantee that all reconstruction of the Second and Third
Points of Delivery, including, without limitation, all workmanship,
materials, equipment and supplies provided, performed, used or
installed, shall be free from defects and flaws and shall perform
as required by the Plans and Specifications for a period of one
year following final approval of the Second and Third Points of
Delivery by the Commission's engineers.
6. Conveyance of Reconstructed
Second and Third Points of Delivery.
A. Conveyance of Second and Third Points of Delivery.
Upon completion of the reconstruction of the Second and Third
Points of Delivery and final inspection and final approval by the
Commission's engineers, ownership of the reconstructed Second and
Third Points of Delivery and a bill of sale therefor, in a form
satisfactory to the Commission's attorneys, shall be tendered to
the Commission. Buffalo Grove shall submit to the Commission, at
the time of such tender, all contractors' affidavits, lien waivers
and any other documents__ required to evidence completion of the work
and ownership of the Second and Third Points of Delivery free of
all encumbrances and to evidence full compliance with the Plans and
Specifications. The Commission thereupon shall accept ownership of
the Second and Third Points of Delivery by written resolution duly
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adopted, and the reconstructed Second and Third Points of Delivery
shall become the sole and exclusive property of the Commission.
Upon acceptance by the Commission, the Commission will maintain and
operate the Second and Third Points of Delivery in the same manner
as other points of delivery of its Members.
B. Conveyance of Easements. Not later than the first
notice of completion given by Buffalo Grove pursuant to Section
5.I. above, Buffalo Grove shall submit to the Commission an
easement agreement granting to the Commission perpetual rights in,
over, upon, along, under and across the Village Properties for the
,purpose of maintaining the reconstruction of the Second Point of
Delivery and the Third Point of Delivery. In further consideration
of the Commission's execution of this Agreement, Buffalo Grove
agrees to submit to the Commission, concurrently with the above-
noted easement agreements, easement agreements granting to the
Commission perpetual rights in, over, upon, along, under and across
such properties as are necessary for the purpose of maintaining-
Buffalo Grove's First and Fourth Points of Delivery.
The dimensions of each of the easements shall be sufficient. to
allow the Commission to construct and maintain the Point of
Delivery to which such easement pertains. The easement agreements
shall be in form and substance acceptable to the Commission's
attorneys and shall include the following provisions:
i. The Commission shall have the right to enter
upon the Village Properties at any time to
construct, maintain, operate, test, inspect,
repair, replace, alter or remove the Point of
Delivery or any part thereof
ii. The Owner shall not use the easement premises
in any manner that will prevent, interfere
with or obstruct the exercise by the
Commission of its easement rights;
iii. The Owner shall not in any manner disturb,
damage, destroy, injure, obstruct or permit to
be obstructed the easement area or the Point
of Delivery at any time whatsoever without the
express prior written consent of the
Commission; and
iv. The easement agreement shall run with the land
and shall be binding on the parties thereto.
The Commission shall not be obligated to accept conveyance of
the Second Point of Delivery or the Third Point of Delivery prior
to completion of the four easement agreements required by this
Section.
7. General Provisions.
A. Notices. All notices required or permitted to be
given under this Agreement shall be given by either party by
depositing the same in the United States mail, enclosed in a sealed
envelope with first class postage thereon, addressed as stated in
this Section. The address of any party may be changed by written
notice to the other party. Any notice shall be deemed to have been
given and received within 48 hours after the same has been mailed.
The foregoing shall not be deemed to preclude the use of other non -
oral means of notification or to invalidate any notice properly
given by any such other non -oral means.
If to the Owner: P. Stephen Sturgell
Executive Director
Northwest Water Commission
1525 North Wolf Road
Des Plaines, IL. 60016
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With a copy to: Clifford L. Weaver
Attorney
Burke, Bosselman & Weaver
55 West Monroe - Suite 800
Chicago, IL. 60603
If to Buffalo Grove: William R. Balling
Village Manager
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, IL. 60089
B. Waivers. Neither the inspection by the Commission
or its engineers nor any order, measurement, review, determination,
decision, or certificate by the Commission's engineers, nor any
use, occupancy, possession or acceptance of the whole or any part
of the Second or Third Points of Delivery by the Commission, nor
any extension of time, nor delay by the Commission in exercising
any right under this Agreement, nor any other act or omission of
the Commission or of the Commission's engineers shall constitute or
be deemed to be an acceptance of any defective or improper work,
materials, equipment or supplies, nor operate as a waiver of any-
requirement or provision of this Agreement, nor of any right to
damages for breach of contract.
No notices required to be given to the Commission under this
Agreement are intended to be waived by the Commission, and no
action or inaction by the Commission shall be construed as waiving
any such notice.
C. Amendments. No modification, addition, deletion,
revision, alteration or other change to this Agreement shall be
effective unless and until such change is reduced to writing and
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executed and delivered by the authorized representatives of the
Commission and Buffalo Grove.
D. Singular and Plural. The use of words importing
the singular in this Agreement shall be construed to include the
plural and words importing the plural shall include the singular,
as the context requires.
E. Changes in Laws. Unless otherwise explicitly
provided in this Agreement, 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.
F. Headings. The section headings of this Agreement are
for convenience and reference only and in no way define, extend,
limit, or describe the scope or intent of this Agreement or the
intent of any provision hereof.
G. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an-
original.
H. Governing Laws. This Agreement and the rights of
the parties hereunder shall be interpreted according to the
internal laws, but not the conflict of laws rules, of the State of
Illinois.
I. Binding Effect. This Agreement shall be binding
upon the parties and upon their respective heirs, executors,
administrators, personal representative and permitted successors
and assigns.
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WHEREFORE, the Commission and Buffalo Grove have caused this
Agreement to be executed by their respective chief administrative
officers, pursuant to proper authorization of their respective
governing bodies, on the date first stated above.
NORTHWEST WATER COMMISSION
Executive Director
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VILLAGE OF BUFFALO GROVE
Village Manager,
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INTERGOVERNMENTAL AGREEMENT
REGARDING CONSTRUCTION AND INSTALLATION OF
A BOOSTER PUMPING STATION FOR THE
NORTHWEST WATER COMMISSION
THIS AGREEMENT, made and entered into this 29th day of
September, 1993, by and between the NORTHWEST WATER COMMISSION, a
water commission created and existing under the provisions of
Section 11 -135 -1 et sec. of the Illinois Municipal Code, 65 ILCS
5/11 -135 -1 et seq. (the "Commission "), and the VILLAGE OF BUFFALO
GROVE, an Illinois home rule municipal corporation ( "Buffalo
Grove ") ,
W I T N E S S E T H:
WHEREAS, the Commission and Buffalo Grove are parties to an
agreement dated April 4, 1983, entitled "First Amended Water Supply
Contract Between the Northwest Water Commission and the Village of
Arlington Heights, the Village of Buffalo Grove, the Village of
Palatine, the Village of Wheeling, 11 as amended by the First
Amendment thereto dated September 15, 1990 and as further amended
by the Second Amendment thereto dated September 20, 1993
(collectively the "First Amended Water Supply Contract ") ; and
WHEREAS, the Commission desires to improve and expand its
Water Supply System (as defined in the First Amended Water Supply
Contract) to provide enhanced service and reliability to all of its
customers and to that end has commissioned engineering studies of
various possible improvements, including a booster pumping station
near Lake -Cook Road in Buffalo Grove, Illinois (the "Lake -Cook Road
Booster Station ") ; and
WHEREAS, the Commissions
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consulting engineers have
recommended a preliminary design and general location for the Lake -
Cook Road Booster Station, including approximate capacity and
design for underground pumping facilities (the "Preliminary Design
and Location "); and
WHEREAS, the Commission has an existing easement in the Chevy
Chase Business Park West #3 and is currently negotiating for the
purchase of an adjacent easement or similar property in the Lake-
Cook Road area for the Lake -Cook Road Booster Station that will be
suitable for the Preliminary Design and Location; and
WHEREAS, the Commission has determined that the Lake -Cook Road
Booster Station, if constructed, would primarily benefit Buffalo
Grove and would permit Buffalo Grove greater flexibility in the
design and operation of its own water supply system; and
WHEREAS, the Commission is -not prepared to construct and
operate the Lake -Cook Road Booster Station without a substantial
financial inducement that will significantly ameliorate the
economic impact of the project on the Commissions Annual Charges
to its Members; and
WHEREAS, Buffalo Grove has determined that it is in the best
interests of Buffalo Grove to provide the financial inducement
necessary to secure the Commissions agreement to construct and
operate the Lake -Cook Road Booster Station; and
WHEREAS, the Commission and Buffalo Grove are authorized to
enter into this Agreement pursuant to Section 10 of Article VII of
the Illinois Constitution of 1970, the provisions of the
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Intergovernmental Cooperation Act, 5 ILCS 220/1 et seg. (1992) and
other applicable authority;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter set forth, the
Commission and Buffalo Grove hereby agree as follows:
1. Recitals. The foregoing recitals are incorporated in
this Agreement by this reference.
2. Commission Agreement to Develop the Lake -Cook Road
Booster station.
A. The Work. The Commission hereby agrees to do all
things and take all acts necessary to diligently prosecute and
cause (i) the acquisition of an appropriate site for and /or any
additional easements necessary in connection with the Lake -Cook
Road Booster Station (the "Booster Station Site ") and (ii) the
Lake -Cook Road Booster Station 'to be designed, licensed or
permitted (as and to the extent applicable), constructed and
installed on the Booster Station Site, all in general accordance
with the Preliminary Design and Location (collectively the "Work ").
B. Assistance. The Commission may retain such services
as it deems necessary to perform, or assist it in performing, the
Work, including without limitation consulting engineers,
architects, attorneys, and contractors.
C. Supervision and Standards. The Commission shall
have sole responsibility for, and complete control and supervision
of, the Work and shall be the sole judge of whether the Work meets
the requirements of the Commission.
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D. Review and Comment. Buffalo Grove shall have the
right to review and comment on both the preliminary engineering
plans and the final engineering plans and specifications for the
Lake-Cook Road Booster Station. Buffalo Grove shall notify the
Commission of its comments on such plans and specifications within
seven (7) days after receipt of such plans and specifications. The
Commission, however, shall retain final authority with respect to
the approval of such plans and specifications.
E. Ownership, Control and Operation. The Commission
shall at all times during and after construction of the Lake -Cook
Road Booster Station be the sole owner of the work, the Lake -Cook
Road Booster Station, the Booster Station Site and all rights
therein and titles thereto and shall, at all such times, have the
exclusive right to use and control said property in accordance with
the best interests of the Commission, subject only to its
obligations under the First Amended Water Supply Contract.
3. Costs and Expenses; Financing and Repayment.
A. Buffalo Grove Inducement Costs. As an inducement to
the Commission to undertake the Work and to issue Bonds to pay for
the Work as provided in Subsection 3B below, Buffalo Grove shall
pay, in the manner provided in this Agreement, all costs and
expenses incurred by the Commission pursuant to Subsections 2A
through 2D except that the Commission shall be responsible for, and
shall pay in cash, the first $300,000 of costs and expenses, but in
no event more than the lesser of $300,000 or the total actual costs
and expenses, incurred by the Commission pursuant to said
Subsections for (i) acquisition of the Booster Station Site and
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(ii) engineering services related to the design (but not the
construction) of the Lake -Cook Road Booster Station. The costs that
Buffalo Grove is obligated to pay pursuant to this Subsection 3A
shall be referred to as the "Buffalo Grove Inducement Costs
B. Financing. The Commission anticipates issuing bonds
within a reasonable time following the execution of this Agreement
to refund certain revenue bonds previously issued by the Commission
(the new bonds to be referred to as the "Refunding Bonds ") . In
order to obtain financing on behalf of Buffalo Grove for the
Buffalo Grove Inducement Costs, the Commission agrees to increase
the principal amount of the Refunding Bonds issued by $2.0 million
(the "Booster Station Principal "). Buffalo Grove agrees to repay
to the Commission the Booster Station Principal and the interest
attributable to the addition of the Booster Station Principal to
the Refunding Bonds, in the manner provided in Subsection 3D below.
C. Booster Station Construction Account. Immediately
after the sale of the Refunding Bonds, the Commission shall deposit
the Booster Station Principal in a separate escrow account (the
"Booster Station Construction Account ") , with the Commission as
escrow agent, for the sole purpose of paying the Buffalo Grove
Inducement Costs. The funds in the Booster Station Construction
Account shall earn interest, but at no time shall such funds earn
interest exceeding the amount permitted by the documents governing
the Refunding Bonds or by law. All Buffalo Grove Inducement Costs,
as and when incurred by the Commission, shall be paid by the
Commission from the Booster Station Construction Account. The
Commission shall provide to Buffalo Grove evidence of the amounts
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withdrawn from the Booster Station Construction Account from time
to time. If the Commission determines, at any time, that the funds
in the Booster Station Construction Account are, or will be,
insufficient to pay any unpaid Buffalo Grove Inducement Costs,
Buffalo Grove shall add sufficient funds to the Booster Station
Construction Account to cover such unpaid Buffalo Grove Inducement
Costs. .Buffalo Grove shall make such additional deposits within 30
days after receipt of written notice from the Commission of the
need to make such deposits. If, following completion of the work
and the payment of all of the Buffalo Grove Inducement Costs, the
Commission determines that funds remain in the Booster Station
Construction Account, the Commission shall apply all such remaining
funds to pay on behalf of Buffalo Grove, but only to the extent of
such remaining funds, the next payments that come due pursuant to
the Payment Schedule established in Subsection 3D below.
D. Repayment of Financing By Buffalo Grove. Buffalo
Grove shall reimburse the Commission for the Booster Station
Principal plus interest thereon by paying to the Commission the
total amount of principal and interest due on each date shown on
Exhibit A attached to and made a part of this Agreement by this
reference (the "Payment Schedule "), as shown in the columns headed
"Principal and Interest." Following the sale of the Refunding
Bonds, the parties agree to substitute a revised Payment Schedule
calculated in the same manner and based on the interest rates
actually incurred in the issuance of the Refunding Bonds. Such
payments shall be separate from and in addition to all amounts that
Buffalo Grove is required to pay pursuant to the First Amended
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Water Supply Contract. Buffalo Grove shall pay the amounts
required by this Subsection 3D in the same manner and on the same
schedule as provided for the payment of Annual Charges in Section
5.a of the First Amended Water Supply Contract; provided, however,
that the Commission shall notify Buffalo Grove of the amounts due
under this Subsection separately from the notice of Annual Charges.
Upon receipt, the Commission shall treat such payments as
Commission Receipts and apply them to Commission Expenses, as
defined in, and pursuant to, Section 5.a of the First Amended Water
Supply Contract. Except as provided in the last sentence of
Subsection 3C above, Buffalo Grove shall make all payments due on
the dates shown on the revised Payment Schedule.
4. Termination of the Work by Buffalo Grove.
A. Right to Terminate. Buffalo Grove may terminate the
Work if the projected total of the-Buffalo Grove Inducement Costs
exceeds the amount of the Booster Station Principal by more than
ten percent (10 %) at any of the following stages:
i. Completion of preliminary engineering and the
engineer's estimate of construction costs for the Lake -
Cook Road Booster Station;
ii. Completion of final engineering and the
engineer's estimate of construction costs for the Lake -
Cook Road Booster Station; or
iii, opening of bids for the contract to construct
the Lake -Cook Road Booster Station.
The Commission shall notify Buffalo Grove in writing of the
projected total of -the Buffalo Grove Inducement Costs at each of
these stages.
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B. Exercise of Termination Right. Buffalo Grove shall
notify the Commission in writing of its decision to exercise the
right of termination provided in Subsection 4A above within twenty -
one (21) days of the date of the notice provided by the Commission
to Buffalo Grove as described in Subsection 4A above. The failure
of Buffalo Grove to so notify the Commission at any stage shall be
deemed to be a decision to waive the right of termination at such
stage.
C. Reimbursement of Commission Costs. In the event
that Buffalo Grove terminates the Work under this Agreement as
provided in Subsections 4A and 4B above, Buffalo Grove shall remain
obligated to reimburse the Commission for:
i. any Buffalo Grove Inducement Costs incurred by
the Commission through the date of receipt of notice of
termination by the Commission plus a reasonable period
thereafter to permit the orderly winding -up of the Work;
ii. any costs incurred by the Commission that the
Commission is obligated to pay pursuant to Subsection 3A
above; and
iii. any costs and expenses, including without
limitation the fees and costs of consulting engineers,
architects, and attorneys, incurred by the Commission in
connection with the preparation and administration of
this Agreement, including, without limitation, all fees
and costs incurred in connection with Subsection 4D
below.
All amounts due under this Subsection shall be paid out of the
Booster Station Construction Account pursuant to Subsection 3C
above, or out of the special fund established in Subsection 4D
below.
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D. Application of Booster Station Principal and Payment
of Additional Interest After Termination of Work. Following
receipt by the Commission of a notice to terminate work pursuant to
Subsections 4A and 4B above, the parties shall take the following
actions:
i. the Commission shall arrange for the
termination-of the Work in any orderly manner as soon as
possible thereafter, and Buffalo Grove shall cooperate
with the Commission in taking such actions;
ii. the Commission may pay any costs for which it
is to be reimbursed by Buffalo Grove in the manner
provided in Section 4C above;
iii. the Commission shall provide for the placement
and investment of any remaining funds in the Booster
Station Construction Account in a special fund (to be
established under the provisions of the ordinance
authorizing the Refunding Bonds), such funds to be
applied to the principal and interest to be due on the
portion of the Refunding Bonds attributable to the
Booster Station Principal and to costs reimbursable to
the Commission under Subsection 4C above;
iv. the Commission shall provide for the
determination, by competent persons, of any changes in
the amount, and due date for payment, of funds necessary
to pay all principal and interest due on the portion of
the Refunding Bonds attributable to the Booster Station
Principal as a result of the termination of the Work by
Buffalo Grove; and
V. the Commission shall notify Buffalo Grove of
any such changes in amounts due from time to time to
provide for the regular and orderly payment of all
principal and interest required on such portion of the
Refunding Bonds. The parties agree to promptly
substitute a revised Payment Schedule as Exhibit A to
reflect such changed payments, and due dates thereof, as
may be necessary as a result of the termination of the
Work. All payments made by Buffalo Grove pursuant to the
revised Payment Schedule shall be deposited in the
aforesaid special fund.
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5. General Provisions.
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A. Communications. All written communications related
to this Agreement shall be addressed and delivered as follows:
If to the Owner: Northwest Water Commission
1525 N. Wolf Road
Des Plaines, IL 60016
Attention: Executive Director
with a copy to: Burke, Bosselman & Weaver
Suite 800
55 West Monroe Street
Chicago, IL 60603
Attention: Clifford L. Weaver
If to Buffalo Grove: Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, IL 60089 -2138
Attention: Village Manager
The address of any party may be changed by written notice delivered
to the other party in the manner provided by this Subsection. The
foregoing shall not be deemed to preclude or invalidate the use of
other non -oral means of notification or communication.
B. First Amended Water Supply Contract. Nothing in
this Agreement shall be construed or interpreted to amend or modify
the First Amended Water Supply Contract or any of the rights or
obligations thereunder of either the Commission or Buffalo Grove.
C. Amendments. No modification, addition, deletion,
revision, alteration or other change to this Agreement shall be
effective unless and until such change is reduced to writing and
executed and delivered by the authorized representatives of the
Commission and Buffalo Grove.
D. Counterparts. This Agreement shall be executed in
duplicate original counterparts, each of which shall be deemed to
be an original.
hem
e
EXECUTION COPY
E. Governing Laws. This Agreement and the rights of
the parties hereunder shall be interpreted according to the laws of
the State of Illinois.
F. Binding Effect. This Agreement shall be binding
upon the parties and upon their respective successors.
WHEREFORE, the Commission and Buffalo Grove have caused this
Agreement to be executed by their respective chief administrative
officers, pursuant to proper authorization of their respective
governing bodies, on the date first stated above.
NORTHWEST WATER COMMISSION
Execut ve Direct r
- 11 -
VILLAGE OF BUFFALO GROVE
Village Manager
EXH1,61T J.
NORTHWEST WATER COMMISSION
SERIES 1993A PORTION FOR BUFFALO GROVE PROJECT
Date of Bonds: 15- Sep -93
Date
01- Mav -94
01- Nov -94
01- Mav -95
01- Nov -95
01- Mav -96
01- Nov -96
01- Mav -97
01- Nov -97
01- Mav -98
01- Nov -98
01- Mav -99
01- Nov -99
01 -Mav -2000
01 -Nov -2000
01 -Mav -2001
01- Nov -2001
01 -Mav -2002
01 -Nov -2002
01 -Mav -2003
01 -Nov -2003
01 -Mav -2004
01 -Nov -2004
01 -Mav -2005
01 -Nov -2005
01 -114av -2006
01 -Nov -2006
01 -Mav -2007
01 -Nov -2007
01 -Mav -2008
01 -Nov -2008
01 -Mav -2009
01- Nov -2009
01 -Mav -2010
01 -Nov -2010
01 -Mav -2011
01- Nov -2011
01 -Mav -2012
01- Nov -2012
01 -Mav -2013
01-Nov -2013
01 -Mav -2014
0
Total $2,000,000
Net Interest Rate
Bond Years
Average Life
29- Sep -93 Speer Financial, Inc.
Year
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
This
Issue
$62,429.36
99,445.00
99,445.00
149,445.00
156,245.00
157,405.00
158,245.00
159,045.00
165,520.00
166,780.00
227,730.00
365,600.00
376,500.00
385,900.00
393,750.00
$1,123,484.36 $3,123,484.36 $3,123,484.36
4.894172% Premium
22,955.556 Discount
11.478
Principal
Interest
and
Principal Rate
Interest
Interest
$62,429.36
$62,429.36
49,722.50
49,722.50
49,722.50
49,722.50
49,722.50
49,722.50
49,722.50
49,722.50
49,722.50
49,722.50
50,000 6.400%
49,722.50
99,722.50
48,122.50
48,122.50
60,000 6.400%
48,122.50
108,122.50
46,202.50
46,202.50
65,000 6.400%
46,202.50
111,202.50
44,122.50
44,122.50
70,000 6.000%
44,122.50
114,122.50
42,022.50
42,022.50
75,000 4.700%
42,022.50
117.,022.50
40,260.00
40,260.00
85,000 4.400%
40,260.00
125,260.00
38,390.00
38,390..00
90,000 4.500%
38,390.00
128,390.00
36,365.00
36,365.00
155,000 4.600%
36,365.00
191,365.00
32,800.00
32,800.00
300,000 4.700%
32,800.00
332,800.00
25,750.00
25,750.00
325,000 4.800%
25,750.00
350,750.00
17,950.00
17,950.00
350,000 4.900%
17,950.00
367,950.00
9,375.00
9,375.00
375,000 5.000%
9,375.00
384,375.00
Total $2,000,000
Net Interest Rate
Bond Years
Average Life
29- Sep -93 Speer Financial, Inc.
Year
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
This
Issue
$62,429.36
99,445.00
99,445.00
149,445.00
156,245.00
157,405.00
158,245.00
159,045.00
165,520.00
166,780.00
227,730.00
365,600.00
376,500.00
385,900.00
393,750.00
$1,123,484.36 $3,123,484.36 $3,123,484.36
4.894172% Premium
22,955.556 Discount
11.478