HomeMy WebLinkAboutORDINANCE - 1459 - 5/26/1981 - JAWA/INTERIM CONTRACT FOR WATER SUPPLYORDINANCE NO. 1459
AN ORDINANCE AUTHORIZING THE VILLAGE OF ELK GROVE
VILLAGE TO ENTER INTO AN INTERIM CONTRACT FOR WATER SUPPLY
WITH THE NORTHWEST SUBURBAN MUNICIPAL JOINT ACTION WATER
AGENCY AND REPEALING ORDINANCE 1457.
Whereas the municipalities of Elk Grove Village,
Hanover Park, Hoffman Estates, Mt. Prospect, Rolling Meadows,
Schaumburg and Streamwood (the "Members") have established
the Northwest Suburban Municipal Joint Action Water Agency,
(the "Agency") for the purpose of planning, constructing
and financing a joint water supply from Lake Michigan for
the water systems of the respective municipalities; and
Whereas, the Agency intends to enter into a contract
to obtain detailed design and engineering plans preparatory
to construction of a joint water supply system for the benefit
of the Agency and its Members; and
Whereas, the Agency intends to borrow $5,300,000
and to issue its bond anticipation notes in the amount of
$5,300,000 to finance the contract for the design and engineer-
ing plans together with the expenses of the Agency"and its
staff, professional fees and expenses, expenses of the Note
issuance, Note discount, appropriate reserves and
contingencies; and
Whereas, the bond anticipation notes, both as
to principal and interest, will be payable solely from the
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following sources a) proceeds of refunding bonds or notes
of the Agency which may be used for that purpose; b) receipts
of the Agency from any Member under any Interim Contract
for Water Supply between the Agency and any Members and
from Citizens Utilities Company under an Interim Contract
for Water Supply between the Agency and Citizens, if any;
c) any amounts on hand at any time in the Agency's Project
Account and the Note Principal and Interest Accounts to
be established in the Resolution of the Agency authorizing
issuance of the Notes; d) any and all revenues of the Agency
from the sale of water or the operation of a water system;
and e) interest or other investment earnings of the Agency
on such accounts, and
Whereas, it is necessary and in the best interests
of this Member to enter into this Contract with the Agency
which will contract to obtain design and engineering of
the joint water supply system in order to obtain a supply
of Lake Michigan water for the Members, and
Whereas, it is necessary and in the best interests
of this Member to agree to pay an amount equal to 18.971
of the principal and interest on the bond anticipation notes
of the Agency and to make an appropriation therefor; and
Whereas, the Village of Elk Grove Village is a home
rule municipality under the terms of Article VII, Section 6
of the Illinois Constitution and may exercise any power and
perform any function pertaining to -its government and
affairs;
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NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT
AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE,
COOK AND DUPAGE COUNTIES, ILLINOIS, AS FOLLOWS:
Section 1. That Ordinance 1457, adopted
May 12, 1981, be and is hereby repealed and superseded
by this Ordinance.
Section 2. The President and Village Clerk
are authorized to execute an Interim Contract for Water
Supply by and between the Village and the Northwest
Suburban Municipal Joint Action Water Agency, dated as
of May 26, 1981, a copy of which Contract is attached to
and made a part of this Ordinance as Exhibit 1.
Section 3. This Ordinance shall constitute an
appropriation of the funds necessary to meet the Village's
obligations to make payments of its proportionate share
of principal and interest under the Interim Contract for
Water Supply.
Section 4. Upon passage and approval, this
ordinance shall be in full force and effect ten days
after publication in pamphlet form as required by-law
except Section 2 shall be effective immediately upon
passage and approval.
Passed and Approved by The Village of Elk Grove
Village, this 26th day of May , 1981.
Ayes:
Nays:
5
Absent: 0
Charles J. Zettek
President
Attest:
Fay M. Bishop
Clerk
n
INTERIM CONTRACT FOR
WATER SUPPLY
This Interim Contract for Water Supply, dated as
of MAX 2 6 , 1981, by and between the Northwest
Suburban Municipal Joint Action Water Agency (the "Agency")
and the Village of Elk Grove Village, a municipal corpora-
tion of the State of Illinois (the "Member"):
ARTICLE I
RECITALS
Section 1.1. Pursuant to the 1970 Constitution
of the State of Illinois and Section 3.1 of the Intergovern-
mental Cooperation Act, as amended, the municipalities of Elk
Grove Village, Hanover Park, Hoffman Estates, Mt. Prospect,
Rolling Meadows, Schaumburg and Streamwood (the "Members")
have established a Municipal Joint Action Water Agency as of
March 16, 1981 for the purpose of planning, constructing and
financing a joint water supply system necessary to obtain an
adequate Lake Michigan water supply for the water systems of
member municipalities.
Section 1.2. On behalf of its Members, the
Agency intends to construct a pipeline transmission system,
including pumps and a reservoir, to pump and provide
storage for Lake Michigan water sufficient to supply
the anticipated needs of the water systems of Members.
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Section 1.3. The Agency intends to contract for
the preparation of detailed design and engineering plans for
the water supply system. (Such plans are collectively
referred to as the "Project".) Costs of the Project,
including,'without limitation, engineering fees and expenses,
expenses of the Agency and its staff, professional fees and
expenses in connection with the Project, financial, legal,
administrative and other expenses of the authorization,
issuance, sale and delivery of the Notes and appropriate
contingencies, are estimated at $5,300,000. The Project
will be useful for the entire period of construction and
operation of the joint water supply system, which is estimated
to be forty years.
Section 1.4. The Agency now proposes to issue
$5,300,000 of its Contract Revenue and Bond Anticipation
Notes (the "Notes") at an interest rate not to exceed the
maximum rate established in "An Act to authorize public
corporations to issue bonds, other evidences of indebtedness
and tax anticipation warrants, subject to interest rate
limitations set forth therein", approved May 26, 1970, as
amended, in order to pay the costs of the Project. Notes in
the aggregate principal amount of $2,500,000 are to mature
November 1, 1983; and Notes in the aggregate principal
amount of $2,800,000 are to mature November 1, 1984. Interest
on the Notes is to be paid semi-annually on November 1 and
Play 1 of each year, with the first interest payment date
being November 1, 1981. Interest shall accrue on the outstanding
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principal amount of the Notes from their date until paid.
The Notes both as to principal and interest are to be payable
solely from the following sources: (a) proceeds of refunding
boxios, or notes of the Agency which may be used for that
purpose; (b) receipts of the Agency from the Members under
any Interim Contracts for Water Supply between the Agency
and any Members; (c) any amounts on hand at any time in the
Agency Project Account and the Note Principal and Interest
"Accounts to be established by the Resolution of the Agency
- authorising•• the issuance of the Notes (the "Note Resolution")
a copy which is attached in draft form, to be adopted by
the Agency with such modifications as the Agency, with advise
of counsel, deems advisable; (d) any and all revenues of the
Agency from the sale of water or the operation of a water
supply system; and (e) interest or other investment earnings
of the Agency on the amounts in such accounts.
Section 1.5. The Member, by adopting this Contract,
and the other Members, by adopting similar Contracts, agree
that they will be severally liable for the interest and
principal on the Notes not paid from other funds of the Agency.
allocation of liability, based upon the Members' estimated
usage of water, potential growth in usage, and the distance
required to supply water to a Member is as follows:
Elk Grove 18.978
Hanover Park 9.578
Hoffman Estates 16.378
Mt. Prospect 13.408
Rolling Meadows 8.468
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Schaumburg 23.48%
�:ocer.
- - Streamwood
sohe:-v i om :..
Section::: 'l.6. It is necessary and in the best
interest of the Member and the•Agency for them to enter into
... ,..�Y. , ilF, iyfe+�•V iY{na �
Phis Contract in order for the Member to ogtain a supply of
gra ss�,
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"water t is necessary and in the best 'interest of tide`
... __ 3?�V R_ztF,.3;tgrc-r,.ors.---z a:. -:a:- �i-.;,rs¢ :_. -nr- -.^ -a;•.' , �
Member to pay interest on its share of the Notes -and, -if
Notes are not paid from other funds of the Agency, to pay
-
its share of the principal comiing due from{" time to `time on
Section -1 . 7. Each Member intends to enter into
9-�iY,-.J+ Tfa=ki3.r,+'+{'r., t -,h ,cera i; .:.:.. i" i a -=s- ,xy r.= '. - :.: s. -i::•. " 1-: ;. ...-.
similar contracts and to pay its respective proportionate
;_e•�R' at43,•:_-'eK'i: �...'�'�
share of the costs of the.Project, but the obl"igation of the
Member is separate from the obligation of"any'other Member
and shall not in any respect be diminished or increased in the
event that any other Member or Members default in their
obligations under their Interim Contract for Water Supply.
ARTICLE II
THE PROJECT
Section 2.1. `The Agency agrees to use its best
efforts to contract to obtain detailed -design and engineering
Fi..r., it t" ,..
plans for a joint water supply system '
tem for the�benefit of the
Members. The cost of the plans, including without limitation
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engineering fees, expenses of the Agency and its staff and
professional °fees and expenses in connection with the Project,
financial, legal, administrative and other expenses of the
authorization, issuance, sale and delivery of the Notes, and
appropriate contingencies, are estimated to be $5,300,000.
Section 1. 2. The Agency °Shall use its bests
efforts to finance the Project and to provide a water supply
-_ syste vroducing Lake Michigan water for the Members.
••,, s -'ectiori 2.3. Upon, construction of the joint
Y waterupply system, the Agency shall sell water,, -from Lake,.
..
Michigan_t,S? the lembers upon such terms and conditions 'and
at such rates as the Agency and the Members shall determine
in accordance with the terms of the Agreement establishing
the Agency and such further agreements as may be appropriate.
ARTICLE III
THE NOTES
Section 3.1. The Agency shall borrow the sum of
$5,300,000 for the Project and shall issue its Contract
Revenue and Bond Anticipation Notes in the principal amount
of $5,300,000, all as provided in the Note Resolution.
The Notes shall bear interest at a rate not to exceed the
maximum prescribed by "An Act to authorize public corpora-
tions to issue bonds, other evidences of indebtedness and
tax anticipation warrants subject to interest rate limita-
tions set forth therein", payable semi-annually on November
1 and May 1 of each year with the first interest payment
date Ibeing November 1, 1981. Interest shall accrue on the
=
outzt,,auding principal amount of the Notes from their date
untfi paid. Notes in the aggregate principal amount of
2,500,000 shall mature on November 1, 1983; Notes in the
aggregate principal amount of $2,800,000 shall mature on
November 11 1984. =-
-- Section 3.2. The Notes, both as to principal and
--- .... Mme-- _ _--- -•--- - -
:...interest,
shall beayable solely from (a) proceeds of
refun n on � Si notes of the A enc which may be used for
^ -•.- .."�, .;,�;.. ..�',�a""""" --. �.'"._.�-, -' ► `�-> Yom --.=.fit
g ., .
iio5eb)eceipts dYthe Agency:fromthe Membe`rss
�..
1dnder any -interim Contracts -for Water Supply between the
-Agency-and any Members,- -(c) any amounts on hand at any time
.`
in�iie'}5gencnc-`y IYroject`Account; the -Note 'Principel"And Interest
--Accounts to be established by the Note Resolution; (d) any
and all revenues of the Agency from the sale of water or the
operation of water supply system; and (e) interest or other
investment earnings of the Agency on the amount in such
accounts.
Section 3.3. The Notes shall not constitute an
indebtedness of the Agency or the'Member'within the meaning
of -any -constitutional or statutory limitation.
Section"3. 4. The Notes shall be secured by a
pledge and assignment to a Trustee for the holders of such
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Notes and a grant to a Trustee for the holders of such Notes
--of a security interest in and lien on all the Agency's
'sight, title and interest in and to its receipts under, each
Interim Contract for Water Supply between the Agency and
* - ti' each Member. -
Section 3.5. The Agency shall not issue the
. NoteZu�ess and until each Member has entered into an
Interim Contract for Water Supply and agreed to pay its
propor -Rate share of the principal and interest on the
ARTICLE IV
WK
AGREEMENT OF MEMBER
Section 4.1. The Member shall pay to the Trustee
an amount equal to interest due on $474,250.00 of the Notes
that mature on November 1, 1983 and on $531,160.00 of the
Notes that mature on November 1, 1984 (or such lesser amount
as the Trustee notifies the Member as to its obligation)
not later than five days before each interest payment on
the Notes. The Trustee shall calculate the interest payment
due from each Member, after taking into account any other
funds available -for payment of interest, and send notice of
the amount required not -less --than 10 days before the payment
'is due to the Noteholder, provided that receipt of such
omotice shall not be a precondition to the obligation of
Member under this Section 4.1.
MWta 1
2M
_ -Section 4.2. If the Notes are not refunded by
khe.;Agency.or if other funds are not available for payment
af.,,.t.he�?rincipal of the Notes.by November 1, 1982, the
--Trtstee-m�hall notify each Member. The Member shall notify
the Trustee and the Agency in. -writing by December 15, 1982
"a "bf its flan to provide for payment of its-ashare of the
principal amount of the Notes. On or before January 1, 1983
}
the
_Member,.�:shald,__establish a -separate account for the sole
Sa9A,,�ayment of its share of principal of the Notes;
Hi'in "suchaccount shall ;be -used --f or no other., purpqse
until and unless the Notes are refunded, On or before
January 1,,1983.._and on or before the --first day of.each -.
---aucceeding,.nine months, until and-.unless__the:Notes are
_refunded,,,the Member shall depositintosuch account an
amount equal to 1/10 of its share of the principal amount of
Notes due on November 1, 1983. On or before November 1,
1983 and on or before the first day of the next succeeding
eleven months, -until and unless the Notes are refunded, the
Member shall deposit into such account an amount equal to
--1/ -12 -of - its share of the principal _amount - of Notes due .on
198Q.,;,;, The _.Trustee= -and -the Agency shall have
w "reasonable.,„access-to the.Member's,recorda.of account for the
's.=»purpose of confirming that r4quired deposits in such account
are made and preserved. If the Notes are refunded subsequent
..to November 1, 1982, the Member's obligation to make deposits
_ in such account shall cease, and the Member may withdraw any
funds in such account.
WE
The Trustee shall notify the Member ten days
before maturity of the Notes of its share, if any, of the
1principal amount of such Notes after taking into account any
'-ether funds available for payment of principal. The Member
shall pay to the Trustee an amount equal to $474,250.00 on
e Notes maturinc.Lon November 1, 1983 and $531,160.Q0 on the
Notes maturing on November 1, 1984 (or such lesser amount as
^- -.--the Trustee notifies the Member as to its obligation) not
later than five days before maturity, provided that the
-G�.m �.
" l "tech ii�stic"e-Jrh lIjvot be" sre sndit3i r .tba
ig ion, f'the ember'under Ihis'tktion 4.2.
-section -4. 3:"'_The-obl±gation`of'the Member under
i s -Contract -shall be`a"general-'-obligation of the Member.
"'-Section 4.4. The Member acknowledges that this
Contract shall be assigned.by the Agency and the Agency will
grant a lien upon and security interest in this Contract to a
Trustee for the benefit of the holder of the Notes to be
issued by the Agency.
Section 4.5. After November 1, 1982, a Member
may prepay its obligation under this Contract in full by
depositing with the Trustee, in accordance with the Note
Resolution, an amount- which,.together, .,wit4_jpterest or other
investment earnings thereon is sufficient to pay., when
due, the Member's share of principal of and interest on
the Notes.
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Section 4.6. The provisions of this Contract
shall constitute a contract between the.Member and the
Agency for the benefit of the Trustee and Agency noteholders
ands --the Trustee, and holder of an Agency note may proceed by
civil action to enforce or compel performance by the officials
_ i%the Member�of _,all duties required by haw and ,by .this .;,5
Contract.
" a..<.8ection 4.7 -moo The Member covenants with the Trustee
�
and the holders of the Notes that so long as any of the Notes
,:.....
srYtls +C q dtYpott _Iftr 7my-,dun& ar�zaccourl,E
>_
"sed in c -on n�ctibn with `"` aent ,of°'the Member's
-obl-i.gatioa 'nde thig'C'ontrart=shall -not-be -used--3n- a manner
' vhich Vduld cause-the=Notes 'to become 7arbitrage -Notez-within
- "`"""^"themeaning of •Section 103(c) of the Internal Revenue Code of
1954, as amended, and any lawful regulations promulgated there-
under.
ARTICLE V
DEFEASANCE
If the Trustee has received amounts which, with
--- .-Anterest-and-•investment earnings thereon, are -sufficient to
-pay--principal-o£-and interest,on._,the Notes-.when-due...or if
"payment of the Member -'.s obligation --hereunder s}ia_11•be provided
for in a manner satisfactory to the Trustee, all of the
rialht,-title and interest of the Agency, the Trustee and the
N Holders in and to this Contract shall be terminated.
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Upon reque __ the Member, the Agenc. 31 1 deliver and
shall cause the Trustee to deliver a proper instrument
acknowledging the satisfaction and termination of the Member's
obligations under this. Contract.
After the Notes have been paid in full at maturity
or the Trustee has received sufficient funds to defease the
. .-..Notes iF},.full, the Trustee shall return to the Agency
,�:...
-- any funds remaining in the Note Principal and Interest Account
-that.are not required to defease the Notes, as provided in
:- the Note Resolution. The Agency shall disburse such funds
d
r ;tyke Members to ,pxopar�r�n �4 the Victual mounts�pai
In
the respective Members under the Contracts.,..,._
-. .—,ARTICLE, VI
„u EVENTS OF DEFAULT AND REMEDIES
Section 6.1. The occurrence and continuation of
any one of the following shall constitute an Event of Default:
a) failure by the Member to pay any amounts
required to be paid under this Contract at the times speci-
fied herein; or
b) failure by the Member to observe or perform
any covenant, condition or agreement on its part to be
observed or performed in this Contract other than as referred
y
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- to in (a) above, for a period of 30 days after written
,_notice specifying such failure and requesting that it be
remedied, given to the Member by the Agency or the Trustee,
w unless"the Agency and the Trustee shall agree in writing to
-- an exteesion of such time prior„ to its expiration; provided,
-however,` if the failure stated in the notice cannot be
4 :, .corrected within the applicable period, the Agency and the
--Trustee may consent to an extension of such time if corrective
„Yect'�icithiY`:the aiplxcable peso” and diligently
9"r8tted,"tfitil'the default is corrected.
-; -Section 6-.2. -=--Whenever` any Event of Default shall
have-, happened and .s -continuing, the Agericy`Trustee or any
,Noteholder may take any one or more of the -following remedial
steps:
b) It may take whatever action at law or in
equity which is necessary or desirable to collect the payments
and other amounts then due or thereafter to become due or to
enforce the performance and observance of any obligation,
agreement or covenant of the Member under this Contract,
lnchuding_,ahe right to: bring an action in_mandamus.
c enc If the A Trustee or Noteholder has proceeded
- g Y,
to enforce its rights,under-this Contract 'and such proceedings
have_beeg-discontinued or abandoned for any reason or have
been determined adversely to the Agency, Trustee or Noteholder,
then the Agency, Trustee or Noteholder and Member shall be
restored respectively to their position and rights hereunder,
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and all rights, remedies and powers of the Member and the
Agency, Trustee and Noteholder shall continue as though no
suh proceeding had been taken.
Section 6.3. No remedy herein conferred upon or
reserved to the Agoncy, Trustee or Noteholder is intended to
be exclusive of any other available remedy or remedies, but
.16ch, remedy shall be cumulative and shall be in addition to any
-remedy.given under this Contract or now or hereafter existing
�y
- �'
-Z-exercise any -sight.or.:powex accruing upon any default shall
impair that right_,or'pb�aex _s shall be _construed to be a
waiver. thereof, but that right or: power may be exercised
from time to time and as often as may be .deemed expedient.
In order to entitle the Agency, Trustee or Noteholder to
exercise any remedy reserved to it in this Article, it shall
not be necessary to give any notice, other than notice
herein expressly required. The rights and remedies given
the Agency hereunder shall also extend to the Trustee on
behalf of the Noteholders and the Noteholders who shall be
deemed third party beneficiaries of all covenants and agree-
ment's herein contained .
w•
,. ..ARTICLE VII
REPRESENTATIONS OF PARTIES
:4W
Section 7.1. The Member covenants and represents
to the Agency as follows:
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a) The Member is legally and validly existing
Village under the Constitution and laws of the State of
s IlY1`A6 s exercising home rule powers, and the officers of
the Member have been duly elected and continue to hold title
s'- 4bejz'Specti�k offices. Y
b) The Member is empowered to enter into this
The execution of this Contract has been duly
eu or $e oR ante d t e IemSex�"'L h1tW*re ' Vili ti-cull
:._.
_ oect anCh"ontract`is a valid 'and binding' force end s
ob1'igation-1o�`the "Member-te "-which an appropriation has been
duly"`enactea"and remains--in-full force and effect,-
..�...
d) All conditions, -acts -and things required by
the Constitution and laws of this State to exist or to be
done precedent to the execution of this Contract exist or
have been done.
e) The obligation of the member represented by
this Contract does not exceed any constitutional or stat-
utory limitation on debt.
id t- on of -the ordinance "authorizing
£he_ execution o€ _t his`_Contract-.and�_making n appropriation
-
th efnor
and :_the` -execution :of -_this• Contract will-, not
cofffli'ct with, result in a breach of, constitute a default
under the Constitution of the State of Illinois, or any
lstw, rule, regulation, ordinance, resolution or agreement to
which the Member is a party or by which it is bound.
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Section 7.2. The Agency covenants and represents
to the Member as follows:
a) The Agency is a legally and validly existing
body politic and corporate and municipal corporation under
the.4or4%titution and laws of the State and the officers of
�-aow- 4pthe Agency have been duly appointed and continue to hold
title #their respective offices.
b) The Agency is empowered to enter into this
5
The-execution of this Contract has been duly
—Ithorized by Resolution of the Agency which remains in
full -force -and effect and this Contractis a -valid and binding
obligation -,,,of the Agency. ,
d) All conditions, acts and things required by
the Constitution and laws of this State to exist or to be
done precedent to the execution of this Contract exist or
have been done.
e) The adoption of the Resolution authorizing
the execution of this Contract and the execution of this
-Contract will not conflict with, result in a breach of,
"'or constitute a default under the Constitution -of the State
of Illinois or any law,rule4 regiulation,,.ordinance, resolu-
A
tion or agreement to which the Agency is a party or by which
it is bound.
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ARTICLE VIII
MISCELLANEOUS
`Section B.I. Notices required under this Contract
shall be deemed given on the third day following the day on
hicIi�ltta certified mail, postage prepaid, addressed as
follows:
� _
Agency: Mr. Charles Willis
-, — c.nairman or Tne Executive committee
g * eNorthwest--Suburban Municipal Joint
21c Elon Water' A' enc
..: a g y
: :. 901. Wellington Avenue -
Elk Grove Village, IL 60007
Member: Village Manager
_ Village of Elk Grove Village,__
-901 Wellington Avenue
-Elk Grove village, Illinois 60007
The parties may, by notice given hereunder, designate any
further or different addresses to which subsequent notices,
certificates or other communications shall be sent.
Section 8.2. This agreement may not be assigned
by either party without the prior written consent of the
other and of the Trustee except that the Agency shall assign
�
ra;�its�uncier.=tliis.'Contract.
-:�-Section 8.3. ' If any provision`of`this Contract
- _-'shallbe held -of deemed' to be=or'shall; 'Yn fact; be 'illegal,
inoperative or unenforceable, that provision shall not
affect any other provisions herein contained or render those
other provisions invalid, inoperative or unenforceable to
any extent.
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Section 8.4. Except as otherwise provided in this
Contract, subsequent to the initial issuance of the Notes
and prior to their payment in full, this Contract may not be
effectively amended, changed, modified, altered or terminated
s, witkout�he prior written consent of the Trustee.
AW t�,+rt
41m, IN WITNESS WHEREOF, the Agency and the Member have
caused his Agreement to be executed in their respective
corporate names and attested by their duly authorized offi-
cers1_as of the date first above written
NORTHWEST SUBURBAN MUNICIPAL
JOINT ACTION WATER AGENCY
Attest:
Secretary
Attest:
i�A A�
Chairman
VILLAGE OF ELK GROVE VILLAGE