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1993-43RESOLUTION NO. 93-43 A RESOLUTION APPROVING INTERGOVERNMENTAL AGREEMENT REGARDING CONSTRUCTION AND INSTALLATION OF A BOOSTER PUMPING STATION FOR THE NORTHWEST WATER COMMISSION WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the Illinois Constitution of 1970; and WHEREAS, the Village of Buffalo Grove is a member of the Northwest Water Commission, who in cooperation with the Village, intends to construct and operate the Lake -Cook Road Booster Station. 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 1. The Corporate Authorities of the Village of Buffalo Grove hereby approve the Intergovernmental Agreement Regarding Construction and Installation of a Booster Pumping Station for the Northwest Water Commission, which is a_-tached hereto and made a part hereof as Exhibit A and further authorize the Village Manager to execute same. Section 2. This Resolution shall be in full force and effect after its passage and approval. AYES: 6 - Marienthal, REid, Kahn, Rubin, Braiman, iiendric�s NAYES : 0 - None ABSENT: 0 - PASSED: September 20 =993 APPROVED: September 20 ATTEST: APPROVED: - Villa e President 7 EXECUTION COPY 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 seq. of the Illinois Municipal Code, 65 ILCS 5/11 -135-1 et sec. (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," 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 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 - 2 - EXECUTION COPY Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq. (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. - 3 - 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 - 4 - EXECUTION COPY 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 - 5 - 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 - 6 - • • EXECUTION COPY 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. - 7 - - 8 - EXECUTXON COPY 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. - 9 - D. Counterparts. This Agreement shall be executed in duplicate original counterparts, each of which shall be deemed to be an original. - 10 - EXECUTXON 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 VILLAGE OF BUFFALO GROVE Execut ve Direct r Village Manager ` - 11 - EXHIBIT A AORTIMST WATER CONNISSION SERIES 1993A PORTION FOR BUFFALO GROVE PROJECT We of Bandar 01- May -93 Principal Ir�taruat and - T�iis --._. Date Principal Rate Interest Interaat Year I ®sue 01- Nov -93 $49,313.15 $49,373.15 01- May -94 2.600 49,373.75 49,373.75 1994 98,747.1 01- Nov -94 49,373.75 49,373.75 01- May -06 3,20094 49,373.75 49.373,75 1995 98,747.5 01- Nov -96 49.373.75 49,373.75 01- May -06 3.800% 49,373.75 49,373.75 1996 98,747.5 01- Nov -96 49073.75 49,373.75 01-May -97 50.000 31900% 49,373.75 99,373.76 1997 148,747.5 01- Nov -97 48,398.75 .48,398.75 01- May-98 60,000- 4.100% 48,398.75 108,398,75 1998 156.797.5 01- Nov -98 47,168.75 47,163.75 01- May -99 65,000 4.250% 47,168.75 112,168.75 1999 159,331.5 01- NOV-99 45,787.50 45,787.50 01 -May -2000 70,000 4,400% 45,787.50 115,787.50 2000 161,575.0 01- Nov -2000 44,247.50 44,247.50 01 -]Say -2001 73,000 4.500% 44,247.60 119,247.50 2001 163,495.0 01- Nov -2001 42,560.00 42,560.00 01- May -2002 85,000 4.600% 42,560.00. 127,560.00 2002 170.120.0 01 -Nov -2002 40,605.00 40,605.00 01 -May -2003 90,000 4.7007, 40,605.00 130,604.00 2003 171,210.0 01- Nov -2003 38;490.00 38,490,00'` 01-MY-2004 1561 000 4.8505 38,490.00 193,490.00 2004 231,980.0 01 -N'ov -2004 34,731.25 34,731.25 . 01-MAY -2005 3001000 51000% 34,731.25 334,731.25 2005 .3.69,462.6 01 -Nov -2005 27,231.25 27,231.25 01-they -2006 325,000 5.100* 27,231 ►25 . 352.231.25 2006 379.462.61 01- Nov -2006 18,943.75 18,943.75 01 -May -2007 350,000 5.200% 18,943.75 368,943.75 2007 387,887.5 01-Nov -2007 9,843.75 9,893,75 01 -May -2008 375,000 5.250% 9,843.75 384,$43.75 2008 394,687,$1 01 -pov -2008 01- May -2009 56300% 2009 01- Nov -2009 01- May- 2/0y10 5.350% 2010 01- Nov -2Vx0 01 -May -2011 5.400% 2011 01 -nov -2011 01- May -2012 5.450% 2012 01- Nov -2013 01 -May -2013 5.500% 2013 01 -NOV -2013 Total $2,000,000 $1,191,005.00 $3,291,005.00 $3,191.006.0( Not Interest Rate 6,025338% Premium Bou4 Years 23,700.000 Discount Average Lute 11.050 13- ]day -93 Spear Financl 4l , Inc.