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S-500 - 02/22/1983 - WATER - Ordinances §...50(o �H )AGE WATER COMMiS510N=- 1983 O 500 MrJTE RI i A T-i#VwJCC 1W& i + RDINANCE N0. S- OF LAKE M1iC41GAN WA?ER I AN ORDINACE bECLARING AN INTENT TO OBLIGATE THE VILLAGE OF OAK =BROOK, ILLINOIS, FOR A PROPORTIONATE SHARE OF DEVELOPMENT COSTS OF A PROJECT PROPOSED BY THE DUPAGE WATER COMMISSION WHEREAS, the Village of Oak Brook, Illinois (the "Municipality") has heretofore adopted an Ordinance to acquire and operate jointly a waterworks system and common source of supply of water under the provisions of Division 135 of Article 11 of the Illinois Municipal Code, as amended (the "Act") ; and WHEREAS, it is hereby determined to be necessary and convenient and desirable for the public health and welfare to provide for development costs of a proposed Lake Michigan Water Pipeline (the "Project") by the DuPage Water Commission (the "Commission") and, accordingly, to obligate the Municipality for its proportionate share of such costs all in accordance with the Act and in particular Section 11-135-1 thereof; and WHEREAS, in order to so obligate the Municipality pursuant to the Act, it must adopt an ordinance declaring its intention to do so, fixing the maximum amount of its share of the cost it proposes to obligate itself for, the period over which it proposes to pay its obligation (not exceeding 5 years and subject to extension for a period not exceeding 5 years) , and the maximum amount to be paid annually; and WHEREAS, a "WATER DEVELOPMENT COST CONTRACT" (the "Contract") , prepared in compliance with the Act, has been presented to the Municipality, as set forth as Exhibit A to this Ordinance, for the purpose of setting out the Municipality's obligations as specified in the preceding paragraph, the conditions precedent thereto, and certain further terms and conditions as therein contained; and WHEREAS, it is in the best interests of the Municipality that the Contract be executed to enable the Commission to borrow the money to pay development costs of the Project: NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, ILLINOIS, as follows: SECTION 1. The preambles hereto are hereby found to be true and correct and are hereby incorporated herein by this reference as if set out at length. SECTION 2. The Municipality hereby declares its intent to obligate itself for a proportionate share of the development costs of the Project, pursuant to the Act, and pursuant to the terms of the Contract. The maximum amount of the share of the costs the Municipality is obligated for is as set forth in Section 9 of the Contract, to-wit, $1,502,575.00. The period over which the Municipality proposes to pay its obligation is from February 1, 1983, the effective date of the Contract, through June 1, 1987, the final maturity date of Commission borrowing to be secured by the Contract (subject) to extension for a period not exceeding five years as permitted by the Act) . The obligation is payable in installments as provided in the Contract, and the maximum amount to be paid annually by the Municipality is as set forth in Section 9 of the Contract, to-wit, $538,756.00. Section 3. The form, terms and provisions of the Contract be and they hereby are in all respects approved, and the President and the Village Clerk of the municipality be and they hereby are authorized, empowered and directed to execute the Contract in the name and on behalf of the Municipality and thereupon to deliver the Contract to the Commission; the Contract is to be substantially the form attached hereto as Exhibit A and hereby approved or with such changes therein as shall be approved by the officials of the Municipality executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Contract before this meeting; and from and after the execution and delivery of the Contract, the officials, agents and employees of the Municipality are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Contract as executed. j Ordinance No. S--500 Page 2 Section 4. From and after the execution and delivery of the Contract hereby approved, the proper officials, agents and employees of the Municipality are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to further the purposes and intent of this Ordinance, including the preambles hereto. Section 5. All acts and doings of the officials of the Municipality which are in conformity with the purposes and intent of this Ordinance and in furtherance of the Contract be and the same are hereby in all respects approved and confirmed. Section 6. The provisons of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall for any reason be delared to be invalid, such declaration shall not affect the validity of the remainder thereof. Section 7. All ordinances, resolutions, orders, or parts thereof, in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed. Section 8. A full, true and complete copy of this Ordinance (but not Exhibit A - the Contract) shall be published within ten (10) days after passage and approval in the Oak Brook Doings, being a newspaper having a general circulation in the Municipality, there being no newspaper published therein. Section 9. Effective Date. This Ordinance shall be in full force and effect ten days after its publication as provided herein. Passed and approved this �, ti- ,day of ���, ,,`.�ri , 1983• AYES: Trustees Congreve Imrie Listecki, Rush, and Watson. NAYS: 0 ABSENT: Trustee Philip 1_ VILLAGE PRESI N ATTEST:VILLA E LERK APPROVED AS TO FORM: I LAGE A ORNEY PUBLISHED March 3, 1983 Oak Brook Doings DATE PAPER NOT PUBLISHED EXHIBIT A WATER DEVELOPMENT COST CONTRACT This Water Development Cost Contract, dated as of March 1, 1983 by and between the DuPage Water Commission, a commission and public corporation under Division 135 of Article 11 of the Illinois Municipal Code(the "Commission") and. each of the following municipalities and each of the following municipalities and county of the State of Illinois which become signatory hereto: UNIT OF LOCAL GOVERNMENT Village of Addison City of Aurora .Village of Bensenville Village of Bloomingdale Village of Carol Stream Village of C1arendon'Hi11s City of Darien Village of Downers Grove County of DuPage City of Elmhurst Village of Glendale Heights Village of Glen Ellyn Village of Hinsdale Village of Itasca Village of lisle Village of Lombard City of Naperville Village of Oak Brook City of Oakbrook Terrace Village of Roselle Village of Villa Park City of West Chicago Village of Westmont City of Wheaton Village of Willowbrook City of Wood Dale Village of Woodridge EXHIBIT A Page 1 of 27 PREAMBLES WHEREAS, the Commission has been duly organized, is now constituted of all of the cities and villages and has a represen- tative from the county named hereinabove (each a "Current Member" and, collectively, "Current Members" ) under Division 135 of Article 11 of the Illinois Municipal Code, and all acts amendatory thereof or supplementary thereto (the "Act") , and may acquire either by purchase or construction a waterworks system or a common source of water supply, or both, and improve or extend the same, as provided in the Act; and WHEREAS, on behalf of those Current Members which adopt a resolution or ordinance authorizing the execution of and which do, in fact, execute this Water Development Cost Contract (each a "Participating Member" and,_ collectively, "Participating Members" ) , the Commission proposes to develop, acquire and construct a waterworks system and common source of supply of water (the "System") including a pipeline transmission system, pumps, reservoirs and related appurtenances and land or rights in land to pump -and provide storage for Lake Michigan water sufficient to supply the anticipated needs of the water systems of the Participa- ting Members; and WHEREAS, the Commission intends to cause the preparation of detailed design and engineering plans for the System, to make - soil tests, and to acquire land and rights inland (the "Development Activities") preparatory to such further acquisition as may be necessary and construction of the System, and the costs (the "Development Costs") of the Development Activities, including, —2— EXHIBIT A - .Page 2 of 27 S.-SOO without limitation, engineering fees and expenses, expenses of the Commission and its staff, professional fees and expenses in connection with the Development Activities, costs of surveys, title reports, land or rights in land, financial, legal, administrative and other expenses of the authorization, issuance, sale and delivery of and capitalized interest on the hereinafter defined Notes, and appropriate contingencies, are estimated at $16,750,000; and WHEREAS, the System as originally constructed will have an estimated useful life of not less than forty years; and WHEREAS, in accordance with the Act (and, with respect to said County, pursuant to Illinois Constitutional Article VII , Section 10 and the Intergovernmental Cooperation Act [Ill. Rev. Stat. ch. 127, pars. 741-749 (1981) ]) , each Participating Member has heretofore, first, adopted a resolution or ordinance determining and electing to acquire and operate jointly a waterworks system and a common source of supply of water, and, second, determined to obligate itself for its proportionate share of the Development Costs by adopting an ordinance declaring its. intention to do so, In which ordinance each Participating Member has fixed the maximum amount of its share of the Development Costs it proposes to obligate itself for and the period over which it proposes to pay its obligation (not exceeding 5 years) and the maximum to be paid annually and WHEREAS, the Commission has, after the effective dates of the ordinances of the Participating Members hereinabove referred to, approved each of the obligations of the Participating Members, .3_ EXHIBIT A Page 3 of 27 S-500 and , accordingly , is authorized to borrow funds temporarily for the payment of the Development Costs in advance of permanent financing , and, pursuant to appropriate resolution , issue its Interim Water Development Notes to evidence borrowings for such purpose , such notes having maturity dates to coincide with the due dates of the obligations or installments thereof incurred by the Participating Member hereunder ( not , however, exceeding 5 years from date) and WHEREAS , the Commission proposes to issue $16 ,000 ,000 , Interim Water Development Notes ( the "Notes " ) at an interest rate not to exceed 13 .00% or the such lesser rate as may be permitted by law at the time of the sale of the Notes , dated as of a date to be determined by the Commission , and due serially on June 1 of the years and in the amounts as follows : 1985 $4,000 ,000 1986 $5 ,500 ,000 1987 $6 ,500 ,000 interest to accrue from date of the Notes until paid , and to be payable on June 1 , 1983 , and semiannually thereafter, and WHEREAS , the Notes and interest thereon are to be payable from proceeds of refunding bonds or notes of the Commission which may be used for that purpose , receipts of the Commission from the Participating. Members under this Water Development Cost Contract, any amounts on hand at any time in the funds and accounts to be established by the Resolution of the Commission authorizing the issuance of the Notes ( the "Note Resolution" ) 4 - EXHIBIT A - Page 4 of 27 . `, S-s oo► ,� subject to such modifications as the Commission deems advisable, and any and all revenues of the Commission from the sale of water or the operation of the System, and interest or other investment earnings of the Commission on the amounts in such funds or accounts ; and WHEREAS , it is the intention of the Commission and of the Participating Members that the payments of principal of and i-nterest on the Notes will be made from funds of the Commission derived from long-term bonds issued to pay for the System, but it is necessary in order to secure and make saleable the Notes for the Participating Members to obligate themselves for payment as hereinafter stated; and WHEREAS , the Participati.ngMembers , by zdo>pting ordinances of intent to obligate themselves to the Commission to execute this Contract , agree that they will be severally liable as herein- after stated for their respective portions of the principal of and interest on the Notes not paid from other funds of the Commission ; and WHEREAS , such allocation of liability has been determined to have a resonable relationship to each Participating Member ' s estimated usage of water through the year 2020 , and is to be allocated among the Current Members who become Participating Members by aggregating the allocation hereinbelow stated of those of the Current Members who become Participating Members and taking the ratio of each Participating Member' s allocation to the total sum: _ 5 _ EXHIBIT A - Page 5 of 27 Current Members Allocation Village of Addison 5.89 City of Aurora 5.02 Village of Bensenville 3.07 Village of Bloomingdale 2.95 Village of Carol Stream 3.53 Village of Clarendon Hills 0.98 City of Darien 1.86 Village of Downers Grove - 7.80 County of DuPage 1.41 City of Elmhurst 6.97 Village of Glendale Heights 2.61 Village of Glen Ellyn 3.74 Village of Hinsdale 3.40 Village of Itasca 0.83 Village of Lisle 2.11 Village of Lombard 5.57 City of Naperville 13.07 Village of Oak Brook 4.89 - City of Oakbrook Terrace 0.85 Village of Roselle 2.48 Village of Villa Park 2.70 City of West Chicago 3.73 Village of Westmont 2.33 City of Wheaton 7.00 Village of Willowbrook 0.60 City of Wood Dale 1.52 Village of Woodridge 3•`09 subject to an increase in liability for each Participating Member of up to 20% of its allocable liability in the event of a default in the obligations of one or more other Participating Members, such increase to be shared pro rata among non-defaulting Participating Members; and WHEREAS, it is in the best interests of the Participating Members and the Commission for them to enter into this Contract in order for the Participating Members and the inhabitants served by their systems to benefit from the proposed System, and it is necessary and in the best interest of the Participating Members to 'pay their obligations hereunder, if the Notes are not paid from other funds of the Commission; and EXHIBIT A - Page 6 of 27 WHEREAS, the nature of the obligation of each Participa- ting Member shall be as set out in Section 11-135-1 of the Act and, accordingly, shall be payable (subject to limitations as to indebtedness) as a general obligation of each Participating Member from any fund or tax or revenue lawfully available for corporate or water purposes including, without limitation (except as indebtedness limitations may limit the amount payable from taxes) , the corporate fund tax, the water fund tax, and, without limitation of any kind as to rate, the revenues of the water system, or waterworks and sewerage system, as the case may be, of each of the Participating Members : NOW, THEREFORE, in consideration of the mutual covenants herein contained and Ten Dollars in hand received by each party hereto, the parties hereto do collectively agree to the statements set forth in the preambles and do further agree as follows: Section 1. Incorporation of Preambles. The preambles hereto are hereby incorporated herein by reference, as if set out in full, and the definitions therein -given hereby adopted for use herein: Section 2. Certain Definitions. - - In addition to the terms otherwise defined herein, the following words and terms shall have the meanings set forth, unless context or use clearly demonstrates another meaning is Intended. All defined terms may be used in the singular or plural. .. Each Participating Member's "Contract Allocation" is the allocation set forth in the column "Allocation" in the .7_ EXHIBIT A - Page 7 of 27 S—SOta - preambles. The "Total Allocation" is the sum of Contract Allocations of each Participating Member. Section 3. Commission to Pursue Development. The Commission will engage in the Development Activities and pay .the Development Costs to the end of constructing the complete System. Section 4. Sale of Lake Water. Upon the construction of the System, the Commission shall sell water from Lake Michigan to the Participating Members upon such terms and conditions and at such rates as the Commission and the Participating Members shall determine in accordance with the terms of the Act and such further agreements as may be appropriate. Section 5. The Notes. The Commission shall borrow not in excess of the sum of $16,000,000 for the Development Activities and shall issue its Interim Water Development Notes in the principal amount of $16,000,000 upon the terms stated in the preambles hereto and, further, substantially in the form and as provided in the Note Resolution. The Notes shall be secured, as provided in the Note Resolution, by a pledge of the rights to receive, money under this Contract. The Commission shall not issue the Notes prior to having executed a contract for the supply of water from Lake Michigan from the City of Chicago, Illinois; provided, however, that �� EXHIBIT A - Page 8 of 27 - S-15 0o) said contact may contain such contingencies as the Commission may determine , that the sufficiency of such contract to meet the terms of this condition shall be solely within the discretion of the Commission and that the Commission ' s approval of any contract shall be conclusive and binding upon the Commission and all Participating Members . Section 6 . Binding Effect, Delivery of the Notes . This Contract shall not be binding or operative upon the Commission or any Current Member which becomes a signatory hereto unless on or before March 1 , 1983, Current Members having among them Contract Allocations equal to or greater than 80% of the Total Allocation shall have executed and delivered this Contract to the Commission , such delivery to be conclusively established by the records of the Commission kept by the Clerk thereof. No Notes shall be delivered by the Commission until after said date , and the right of any Current Member to join in this Contract shall terminate after said date ; provided, that the Commission may extend the time for joining after said date if this Contract shall have become binding as hereinabove provided on or before said date . Section 7. Participating Members ' Obligations Each Participating Member hereby agrees to pay to the Commission not less than 30 days prior to any date of payment of principal of or interest on the Notes its pro rata share of the amount due for the principal of and interest on the Notes on such date for payment based upon the proportion of its Contract g EXHIBIT A Page 9 of 27 S-5700 Allocation to the Total Allocation and to pay not less than 10 days prior to any such date of payment an additional amount up to 20% of its initial payment for said date if necessary in order to prevent a default on the Notes . The Commission shall calculate the payment due from each Participating Member after taking into account any other funds available for payment of principal of or interest on the Notes as then coming ddae , and send notice of the amount required to each Participating Member not less than 60 days prior to a payment date on the Notes for each Participating Member ' s initial payment and not less than 20 days prior to such payment date if an additional amount is due to prevent default. Receipt of such notices shall not, however, be a precondition to the obligation of the Participating Members under this Section . Should a Participating Member default in its obligation to pay money hereunder, such defaulted amount shall bear interest until paid at the maximum rate permitted by law for obligations of non-home rule municipalities determined as of March 1 , 1983, being the effective and binding date of this Contract . Upon payment of all or a part of such defaulted amount and interest by such Participating Member, the Commission will repay each Partici - pating Member which made an advance to cover such default the entire sum ( including interest) as may be collected pro rata in proportion to each such Participating Member ' s advance . Section 8. Nature of the Obligation . Each Participating Member shall be obligated to make its payments hereunder as set out in Section 11 -135-1 of the Act , 10 EXHIBIT A - Page 10 of 27 S- 5o0' and shall certify as of the date of issuance of the Notes its then existing indebtedness and the equalized assessed value of taxable property within its corporate limits. Up to the then applicable limit of its indebtedness, the obligation hereunder shall be a general obligation payable from any fund or tax or revenue lawfully available for corporate or water purposes including, without limitation, the corporate fund tax and the water fund tax and, further, without limitation of any kind what- soever as to rate or amount the entire obligation shall be a special obligation payable from the revenues of the water system, or waterworks and sewerage system, as the case may be, of each of the Participating Members. Section 9. Maximum Liability. Based upon (i) Notes issued in the amount of $16,000,000 at the maximum rate of 13.00%, (ii) exactly 80%. of the Total Allocation having been committed hereunder, and (iii) a maximum increase in liability due to defaults, the maximum obligation payable on this Contract by each Participating Member shall be as follows -ll- EXHIBIT A Page 11 of .27 S:.5o TABLE A - Derivation of Maximum Percentage Liability Column 1 Column 2 Column 3 Effect of Only 80% Maximum Effect Committing of Defaults Current Members Allocation (1.25 x Allocation (1.2 x Column 2 ) ) Village of Addison 5.89 7.3625 8.835 City of Aurora 5.02 6.2750 7.530 Village of Bensenville 3.07 3.8375 4.605 Village of Bloomingdale 2 .95 3.6875 4.425 Village of Carol Stream 3. 53 4.4125 5.295 Village of Clarendon Hills 0 .98 1.2250 1.470 City of Darien 1.86 2.3250 2.790 Village of Downers Grove 7 .80 9.7500 11.700 County of DuPage 1.41 1.7625 2.115 City of Elmhurst 6.97 8.7125 10.455 Village of Glendale Heights 2.61 3.2625 3.915 Village of Glen Ellyn 3 .74 4.6750 5.610 Village of Hinsdale 3.40 4.2500 5.100 Village of Itasca 0.83 1.0375 1.245 Village of Lisle 2.11 2.6375 3.165 Village of Lombard 5.57 6.9625 8.355 City of Naperville 13.07 16.3375 19.605 Village of Oak Brook 4 .89 6.1125 7.335 City of Oakbrook Terrace 0.85 1.0625 1.275 Village of Roselle 2.48 3".1000 3.720 Village of Villa Park 2.70 3.3750 City of West Chicago 3.73 4 .6625 5.595 Village of Westmont 2.33 2.9125 3.495 City of Wheaton 7.00 8.7500 10.500 Village of Willowbrook 0.60 0•.7500 0.900 City of Wood Dale 1.52 1.9000 2.280 Village of Woodridge 3.09 3.8625 4.635 EXHIBIT A Page 12 of 27 3-500 TABLE B Debt Service Obligation Based on Table A — Column 3 (Part I) Current Member 6/1/83 12/1/83 6/1/84 12/1/84 Village of Addison * $ 91,884 City of Aurora 78,312 Village of Bensenville 47,892 Village of Bloomingdale 46,020 Village of Carol Stream 55,068 Village of Clarendon Hills 15,288 City of Darien 29,016 Village of Downers Grove 121,680 County of DuPage 21,996 City of Elmhurst 108,732 Village of Glendale Heights 40,716 Village of Glen Ellyn 58,344 Village of Hinsdale - 53,040 Village of Itasca 12,948 Village of Lisle 32,916 Village of Lombard 86,892 City of Naperville 203,892 Village of Oak Brook 76,284 City of Oakbrook Terrace 13,260 Village of Roselle 38,688 Village of Villa Park 42, 120 City of West Chicago 58, 188 Village of Westmont 36,348 City . of Wheaton 109,200 Village of Willowbrook 9,360 City of Wood Dale 23,712 Village of Woodridge 48,204 Sum of Column (Equals 1.50 x Amount $1,560,000 Due on Notes) *Capitalized EXHIBIT A - Page 13 of 27 TABLE B (Part II) Current Member 6/l/85 12/1/85 6/1/86 Village of Addison $ 4450284 $ 68,913 $ 554,838 City of Aurora 379,512 58,734 472,884 Village . of Bensenville 232,092 35,919 289,194 Village of- Bloomingdale 223,020 34,515 277,890 Village of Carol Stream 266,868 41 ,301 332,526 Village of Clarendon Hills 74,088 11,466 92,316 City of Darien 140,616 21,762 175,212 Village of Downers Grove 589,680 91,260 734,760 County of DuPage 106,596 16 ,497 132,822 City of Elmhurst 526,932 81,549 656,574 Village of Glendale Heights 197 ,316 30,537 245,862 Village of Glen Ellyn 282,744 43,758 352,308 Village of Hinsdale 257,040 39 ,780 320,280 Village of Itasca 62,748 9,711 78, 186 Village of Lisle 159,516 24 ,687 198,762 Village of Lombard 421,092 65,169 524,694 City of Naperville 988,092 152,919 1 ,231,194 Village of Oak Brook 369,684 57,213 460,638 City of Oakbrook Terrace 64 ,260 9,945 80,070 Village of Roselle 187,488 29,016 233,616 Village of Villa Park 204 ,120 31,590 254,340 City of West Chicago 281,988 43,641 351,366 Village of Westmont 176,148 27 ,261 219 ,486 City of Wheaton 529,200 81,900 659,400 Village of Willowbrook 45,360 7,020 56,520 City of Wood Dale 1142912 17 ,784 143, 184 Village of Woodridge 233,604 36,153 291,078 Sum of Column $7,560,000 $1,170,000 $9,420,000 (Equals 1.50 x Amount Due on Notes) -iii- EXHIBIT A- Page 14 of 27 4 5_500 TABLE B (Part III) Total of Table B all Current Member 12/l/86 6/1/87 Parts* Village of Addison $ 37 ,328 $ 611 ,603 $1 ,809 ,850 City of Aurora 31 ,814 521 ,264 1 ,542 ,520 Village of Bensenville 19,456 318,781 943,334 Village of Bloomingdale 18,696 306,320 9063461 Village of Carol Stream 22,371 366,547 1 ,084 ,681 Village of Clarendon Hills 62211 101 ,760 301 ,129 City of Darien 11 ,788 193 ,137 571 ,531 Village of Downers Grove 49,433 809 ,932 2,396,745 County of DuPage 8,936 146,411 433 ,258 City of Elmhurst 44,172 723 ,748 21141 ,747 Village of Glendale Heights 16,541 271 ,016 801 ,988 Village of Glen Ellyn 23,702 388 ,353 1 ,149 ,209 Village of Hinsdale 21 ,547 353 ,048 1 ,044 ,735 Village of Itasca 5,260 86,185 255 ,038 Village of Lisle 13,372 219 ,097 648 ,350 Village of Lombard 35,300 578 ,375 1 ,711 ,522 City of Naperville 82,831 1 ,357 ,156 4 ,016 ,084 Village of Oak Brook 30,990 507 ,766 1 ,502 ,575 City of Oakbrook Terrace 5,387 88 ,262 261 ,184 Village of Roselle 15,717 257 ,517 762,042 Village of Villa Park 17 ,111 280,361 829 '642 23,639 387 ,314 1 ,146 ,136 City of West Chicago Village of Westmont 14 , 241 ,942 715 ,951 766- � City of Wheaton 44 ,363 7263,862 2,150 ,925 Village 9 of Willowbrook 3,803 62,302 184 ,365 City of Wood Dale ,633 157 ,833 467 ,058 Village of Woodridge 19,583 320 ,858 949 ,480 t Sum of Column $ 633,750 $10,383,375 $30,727 ,500 (Equals 1 .50 x Amount Due on Notes) _. *The total above is the maximum liability possible to be incurred for each Participating Member. It assumes the worst of all cases as follows : maximum principal ($16 ,000 ,000) , maximum interest (13.00%) , minimum participation (80% of Total Allocation) , and maximum defaults liability (20%) . In fact, each Participating Member' s liability is expected t o be less. -iv- EXHIBIT A - Page 15 of 27 S-500 Section 10. Covenants of Participating Members. Each Participating Member covenants as follows : (a) Pursuant to its duty under the Act, it shall Include an amount sufficient to pay all installments due annually within each fiscal year in its appropriation ordinance for such year, provided, that no prior appropriation shall be deemed necessary to authorize this Contract or the obligations herein provided for and failure of appropriation shall not avoid or diminish such obligations. (b) To- the maximum extent possible, this obligation is and shall be treated as a valid and legally binding general obligation of the _Participating Member, and, in any event, shall be in its entirety a valid and binding special obligation of the waterworks system, or combined waterworks and sewerage system, as the case may be, of the Participating Member, subordinate to other claims on the revenues thereofAwhether currently outstanding or incurred in the future. (c) It will in each appropriation ordinance indicate the source of revenues to pay its obligations hereunder and, if from taxes, shall so budget its expenditures so as to have sufficient tax receipts to pay such obligations when due (it being understood that, to date, no additional special levy has been authorized to pay such obligations) or, if from system revenues, shall establish such fees, charges and rates and provide for the collection thereof and for the segregation and application of the revenues of the system sufficient at all time to pay the reasonable costs of operation and maintenance, to pay the interest -12- EXHIBIT A Page 16 of 27 S-SOO of and principal on all revenue bonds of the Participating Member which by their terms are payable from the revenues of such system, and to make the payments due under this Contract, provided that such identification as to source of funds in any year shall not limit the enforceability hereof. (d) It will maintain and operate its system, as aforesaid, keep same in good repair and working order, establish appropriate rules and regulations, keep proper books and accounts. (e) Beginning June 1, 1984, each Participating Member will establish a separate fund on its books and will deposit therein each month .an amount of money not less than 1/10 of its actual expected liability hereunder ,(assuming no defaults) to be paid on or before the next succeeding June 1, until the full amount of such liability for such period has been accumulated. Such payments shall begin again as of any June 1. Such fund shall be held solely and only for the payment of such Participa- .ting Member's liabilities hereunder. Section 11. Commission to Use Best Efforts to Refund. If the Commission determines that construction of the System is feasible, then it will use its best efforts to issue long term bonds to refund the Notes in a common plan of financing with the issuance of such bonds to complete the System. The Commission (provided it has not refunded the Notes with bond proceeds as aforesaid) will also use its best efforts to issue refunding notes under Section 11-135-1 of the Act (or a successor provision of law or otherwise as permitted by law) to refund EXHIBIT A - Page'17 of 27 Notes in an amount requested by Participating Members which deem it advisable to defer or amortize their installment payments hereunder over a longer period of time as provided by law. Section 12. Contract Enforceable. The provisions of this Contract shall constitute a contract among the Participating Members and the Commission for their mutual benefit and the benefit of the holders of the Notes and any such holder may proceed by civil action to enforce or compel performance by the officials of each Participating Member of all duties required by law and by this Contract. Section 13._ Termination of Liability and Remainder. After the Notes have been paid in full at maturity or adequate provision has been made for their payment in full, the Commission shall disburse any funds remaining in the Note Principal and Interest Account that are not required to pay the Notes to the Participating Members in proportion to the actual amounts paid by the respective Participating Members under this Contract; and, thereafter, all liabilities and obligations of the Participa- ting Member' s under this Contract shall terminate. Section 14 Default. The occurrence and continuation of any one of the following shall constitute an Event of Default: (a) failure by a Participating Member to pay any amounts required to be paid under this Contract at the times specified herein; or EXHIBIT A = Page 18 of 27 �-500 (b) failure by a Participating 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 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 Participating Member by the Commission or any three Parti- cipating Members. Section 15. Remedies. Whenever any Event of Default shall have happened and is continuing, the Commission, any Participating Member not then in default hereunder, or any Noteholder mays take whatever available 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 any Participating Member under this Contract, including the right to bring an action in mandamus. Section 16. Remedies Cumulative. No remedy herein conferred- upon or reserved to the Commission, the Participating Members or Noteholders is intended to be exclusive of any other available remedy or remedies, but each remedy shall be cumulative and shall be in addition to any remedy given under this Contract or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair that EXHIBIT A Page 19 of 27 right or power or 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 Commission,AParticipating Members or Noteholder to exercise any remedy 'reserved to it in this Contract, it shall not be necessary to give any notice, other than notice herein expressly required. The rights and remedies given the Commission hereunder shall also extend to any Trustee who may be named on behalf of the Noteholders, and the Noteholders, who shall be deemed third party beneficiaries of all covenants and agreements herein contained. Section 17. Representations of the Participating Members. Each Participating Member covenants and represents to the Commission as follows: (a) It is a legally and validly existing unit of local government under the Constitution and laws of the State of Illinois, and its officers have been duly elected and continue to hold title to their respective offices. (b) It is empowered to enter into this Contract. (c) The execution of this Contract has been duly authorized by such ordinance(s) as required, which remain in full force and effect, and this Contract is a valid and binding obligation. EXHIBIT A Page 20 of 27 (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) Its obligations under this Contract do not exceed any constitutional, statutory or contractual limitation on its debt. (f) The adoption of such ordinance(s) authorizing the execution of this Contract and the making of any appropriation therefor 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, rule, regula- tion, ordinance, resolution or agreement to which it is a party or by which it is bound. Section l$. Representations of the Commission. The Commission covenants and represents to the Participating Members as follows : (a) The Commission is a legally and validly existing commission and public corporation under the Act, and the officers of the Commission have been duly appointed and continue to hold title to their respective offices. (b) The Commission is empowered to enter into this Contract. EXHIBIT A - - Page 21 of 27 (c) The execution of this Contract has been duly authorized by Resolution of the Commission which remains in full force and effect and this Contract is a valid and binding obligation of the Commission. (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 wil not conflict with, result in a breach of, or constitute a default under the Constitution of the State of Illinois or any law, rule, regulation, ordinance, resolution or agreement to which the Commission is a party or by which it is bound. Section 19. Notices. Notices required under this Contract shall be deemed received on the third day following the day on which notice is given by certified mail, postage prepaid, addressed to an officer as follows : �l$� EXHIBIT A Page 22 of 27 Commission: Robert T. Palmer 119 Schiller Street Elmhurst Illinois 60126 Current Members: Village of Addison: Angelo Chrysogelos. President 131 W.-Lake Street Addison Illinois 60101 City of Aurora: John Hill Mayor 44 East Downer Place Aurora Illinois 60504 Village of Bensenville: Lawrence Bieneman President P.O. Box 330 700 W. Irving Park Road Bensenville Illinois 60106 Village of Bloomingdale: Edward Rosenthal President 375 West Briarcliff Bloomingdale Illinois 60108 Village of Carol Stream: Janice Gerzevske, President 500 N Gary Avenue Carol Stream, T11 inois 60187 Village of Clarendon Hills: William Mueller. President 1 North Prospect ClarendQn Hills, Illinois 60514 City of Darien: •Alfred Strmaglia Mayor 1702 Plainfield Road axlen Illinois 60559 Village of Downers Grove: Jon Council Mayor 801 Burlington Avenue Downers Grove Illinois 60515 County of DuPage: Jack Rnuepfer County of DuPa�e - 421 County Farm Rd. Wheaton Illinois 60187 —19— EXHIBIT A - Page 23 of 27 City of Elmhurst: Abner S. Ganet Mayor 119 Schiller Street Elmhurst, Illinois 60126 Village of Glendale Heights Jerri Sullivan, President 1611 Bloomingdale Road rToQUeiahts, ill 60137 Village of Glen Ellyn: D4, 1 �ogn�e President • G.lo�i i 7:TT_Ll inois 60137 Village of Hinsdale: William Moore, President 39 Bast Chicago A-i'--ae Hinsdal , Tllinnis 60103 Village Of Itasca: Wesley Usher President -30c) aalnilt: Str-eet 111}We1s 60143 Village of Lisle: George Varney, President Mid Riirl inatnn, Aremip MOP, T1 1 i nni c AQ5'19 Village of Lombard: Mardyth Pollard, President 255 E. Wilson Avenue T.nmbar_�_T11 inni c FinI LA City of Naperville: R3rhirkLr mnnr 175 GIACt TnPkcnn Straat Wnpp-ruillp, T1 1 inni c An5AC, Village of Oak Brook: wMMre rnrnc praQ,gPnt hnn�R=nnk Rand Walt Rrnnk, T111nol.s-60591 City of Oakbrook Terrace: Richard Sarallo Mayor 3-.yZ975 MittPrfi el d Road 111 60121 -20— EXHIBIT ,A - Page 24 of -27 Village of Roselle: Sandra Birdsall, President 31 S. Prospect Street Roselle. Illinois 60172 Village of Villa Park: Victor Lesch, President _20 South Ardmore Villa Park, Illinois 60181 City of West Chicago: A_ :__Eu=e Rennel_s, Na or X75 Main Street Box 447 —West ChicagQ. Illinois 60185 Village of Westmont: Greg SM= ' , PrPsident 31 W Quincy Street —Westmont.- Illinois- 60559 City of Wheaton: Ralph Barger, ayor. 303 W. Wesley, P.O. Box 727 Wheaton. Illinois 60187 Village of Willowbrook: _Edwin Schmitt chnitt- President 7760 Quincy Road Willowbrook, Illinois 60521 City of Wood Dale: J GYeer N�1 vor - -404 'No rth'Wood Dale Road Wood Dale, Illinois 60191 •Village of Woodridge: __ —William MLZhy, M=-r _ 1900 West 75th Street Woodridge. Illinois 60517 The parties may, by notice given hereunder, designate any further or. different addresses to which subsequent notices, certificates 1 or other communications shall be sent. Section 20. Assignment. This agreement may not be assigned by any Participating Member without the prior written consent of the Commission or by the Commission without the prior written consent of all Participating —21— EXHIBIT A Page 25 of 27. Members, except that the Commission may assign to the Noteholders, or to a Trustee on behalf of the Noteholders, its rights under this Contract. Section 21. Severability. If any provision of this Contract shall be held or deemed to be or shall, in 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. Section 22 L�mitation on Amendment. Except as otherwise provided in this Contract, subsequent to the initial issuance of the Notes and prior to their payment in full as to both principal and interest, this Contract may not be effectively amended, changed, modified, altered or terminated without the prior written consent of all Noteholders or a Trustee acting in their behalf. Section 23. -Term of Contract. This Contract shall remain in full force and effect until the Notes shall have been paid in full, both as to principal and interest, and the Commission has fulfilled all of its duties hereunder. Section 24. Governing Law. This Contract shall be construed exclusively under the applicable laws of the State of Illinois. -22— EXHIBIT A = Page 26 of 27 S-5©0 Section 25. Execution in Counterparts. This Contract may be executed in several counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument. Any such counterpart may be signed by -one or more of the parties hereto so long as each of the parties hereto has signed one or more of such counterparts. IN WITNESS WHEREOF, the parties hereto have caused their respective corporate name to be subscribed hereto and their respective corporate seal to be hereto affixed and attested by their duly authorized officers, all on the date set opposite their respective corporate name. r VILLAGE OF 0 K BROOK', LINOIS By es e Dater ? ` [SEAL] Attest: K- ay - iri gage Clerk —23, EXHIBIT A - Page 27 _,_27