IGA Oakbrook Terrace & VOB -Assignment of Water System Assets 11-25-2008 INTERGOVERNMENTAL AGREEMENT BETWEEN
VILLAGE OF OAK BROOK AND THE CITY OF OAKBROOK,TERRACE
REGARDING THE TRANSFER AND ASSIGNMENT OF CERTAIN SYSTEM ASSETS
FROM OAK BROOK TO OAKBROOK TERRACE
This agreement ("Agreement") is made and entered as of this 10th day of
December, 2008, between the Village of Oak Brook, Illinois, a municipal corporation,
("Oak Brook") and the City of Oakbrook Terrace, Illinois, a home rule municipal
corporation ("Oakbrook Terrace") (collectively the "Parties").
WHEREAS, the Parties are units of local government and the Constitution of the
State of Illinois, (Article VII, Section 10) authorizes units of local governments to
contract or otherwise associate among themselves in any matter not prohibited by law
or ordinance; and
WHEREAS, Illinois Complied Statutes, Chapter 5, Act 220, Section 1, et seq.,
entitled the "Intergovernmental Cooperation Act", provides that any power or powers,
privileges or authority exercised or which may be exercised by a unit of local
government may be exercised jointly with another unit of local government; and
WHEREAS, Oak Brook and Oakbrook Terrace are engaged in the retail sale of
water to customers located in Oakbrook Terrace; and
WHEREAS, for their mutual benefit, Oak Brook and Oakbrook Terrace desire to
provide for the transfer and assignment from the Oak Brook water system to the
Oakbrook Terrace water system the right to serve certain retail water customers that are
currently served by Oak Brook and located in Oakbrook Terrace, which customers are
identified on Exhibit "A" attached to this Agreement ("Water Customers"); and
WHEREAS, Oak Brook is willing to assign and transfer the Water Customers and
Oakbrook Terrace is agreeable to serving the Water Customers as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth in this Agreement, and other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The foregoing preambles are restated and incorporated herein by
reference as though fully set forth herein.
2. Oak Brook agrees to transfer and assign to Oakbrook Terrace the right to
serve the Water Customers effective January 1, 2009. ("effective date"), or at such other
time thereafter in accordance with the other provisions of this Agreement.
Page 1 of 5
I At least fifteen (15) days prior to the effective date, Oakbrook Terrace will
notify the Water Customers, in writing, by certified mail, of the transfer and assignment
of their water service to Oakbrook Terrace, and the transfer and assignment shall not be
effective until fifteen (15) days after such notification is delivered to the Villa Park office
of the U.S. Postal Service.
4. Oakbrook Terrace agrees to fully cooperate with Oak Brook in the
collection of any outstanding invoices that may be owed to Oak Brook by any of the
Water Customers, including but not limited to the termination of water service to a
delinquent Water Customer at the request of Oak Brook. Oakbrook Terrace will not be
reimbursed for any costs relating to the termination of water service if requested by Oak
Brook.
5. While it is recognized that the Water Customers will be disconnected from
the Oak Brook water system and connected to the Oakbrook Terrace water system by a
private contractor under the employ of Oakbrook Terrace Square, LLC, a developer
operating in Oakbrook Terrace, ("Contractor"), Oak Brook agrees to fully cooperate with
Contractor and Oakbrook Terrace in the disconnection of the Water Customers from the
Oak Brook water system and connection of such Water Customers to the Oakbrook
Terrace water system, including but not limited to on-site guidance of the termination of
water service to all Water Customers on dates and at times agreed upon between the
Parties at the request of the Contractor or Oakbrook Terrace. Oak Brook will not be
reimbursed for any on-site guidance it provides.
6. As part of the disconnection process, Oak Brook will require, and
Oakbrook Terrace agrees, that the private contractor under the employ of Oakbrook
Terrace Square, LLC, must complete the disconnection in a manner which will leave the
Oak Brook water system safe for future use and maintenance by completing the
following:
• At the westerly point of disconnection, the tee should be plugged with a blind
flange;
• At the easterly point of disconnection, the current hydrant in front of Costas
Restaurant (1 5130 Summit Avenue) should be removed and a new hydrant,
manufactured by Mueller Company, must be installed at least five feet (5') from
the curb line. An eight inch (8") resilient seated gate valve in a vault must be
installed west of the hydrant.
7. While it is recognized that two (2) of the Water Customers will be disconnected
from the Oak Brook system and connected to the Oakbrook Terrace system by
Contractor immediately after the effective date, it is also recognized that the Water
Customer located at 17W621 Roosevelt Road will not be disconnected from the Oak
Brook system and connected to the Oakbrook Terrace system until a water main
connection is available within the property owned by Oakbrook Terrace Square, LLC,
located on the west side of Summit Avenue and the south side of Roosevelt Road. Oak
Brook agrees to serve the single Water Customer until a connection to the Oakbrook
Page 2 of 5
Terrace system is feasible, or for ten (10) years, whichever comes first, and to charge
the single Water Customer the regular water rates offered to other commercial entities
by Oak Brook within Oakbrook Terrace.
8. In consideration for the transfer and assignment of the right to serve the Water
Customers, Oakbrook Terrace shall, within thirty (30) days after the effective date of this
Agreement, pay Oak Brook the sum of two thousand dollars ($2,000.00).
9. Oakbrook Terrace agrees to indemnify, defend, protect, and hold harmless Oak
Brook, its officials, officers, agents, employees and contractors from and against any
and all claims, demands, losses, damages, liabilities, fines, charges, penalties,
administrative and judicial proceedings and orders, judgments, remedial actions of any
kind, all costs and cleanup actions of any kind, and all costs and expenses incurred in
connection therewith, including reasonable attorneys' fees and costs of defense directly
or proximately resulting from the disconnection and reconnection processes, and the
sale and delivery of water to the Water Customers after each such customer is
connected to the Oakbrook Terrace water system.
10. Oak Brook agrees to indemnify, defend, protect, and hold harmless
Oakbrook Terrace, its officials, officers, agents, employees and contractors from and
against any and all claims, demands, losses, damages, liabilities, fines, charges,
penalties, administrative and judicial proceedings and orders, judgments, remedial
actions of any kind, and all costs and expenses incurred in connection therewith
resulting from Oak Brook's transfer and assignment of the Water Customers from Oak
Brook water service to Oakbrook Terrace water service.
11.This Agreement may not be amended except pursuant to a written instrument
signed by both Parties.
12.If any one or more of the provisions of this Agreement shall be held by a court of
competent jurisdiction in a final judicial action to be void, voidable or unenforceable,
then this entire Agreement shall be null and void.
13.This Agreement is binding upon the successors and assigns of the Parties.
14.The waiver by either party of any breach or violation of any provision of this
Agreement shall not be deemed to be a waiver or a continuing waiver of any
subsequent breach or violation of the same or any other provision of this Agreement.
15.Each Party to this Agreement represents and warrants that it has the fully right,
power, legal capacity and authority to enter into and perform its respective obligations
hereunder and that such obligations shall be binding upon such party without the
requirement of the approval or consent of any such person or entity in connection
herewith.
Page 3 of 5
16.This Agreement contains the entire understanding between the Parties with
respect to the subject matter hereof. There are no representations, agreements or
understandings (whether oral or written) between or among the Parties relating to the
subject matter of this Agreement, which are fully expressed herein.
17.This Agreement creates no rights, title or interest in any person or entity
whatsoever (whether as a third party beneficiary thereof or otherwise) other than the
Parties.
18.This Agreement may be executed in counterparts. Facsimile signatures shall be
sufficient.
19.Under no circumstances shall this Agreement be construed as one of agency,
partnership, joint venture or employment between the Parties. The Parties shall each
be solely responsible for the conduct or their respective officers, employees and agents
in connection with the performance of their obligations under this Agreement.
20.Oak Brook and Oakbrook Terrace agree to pay for their own legal fees in the
preparation and review of this agreement, and for the preparation of any ordinances and
resolutions to approve it by their respective Village Board and City Council, thereto.
21.Any notice or demand required or permitted hereunder shall be in writing and
shall be deemed duly served if mailed by prepaid registered or certified mail, return
receipt requested or personally delivered with evidence of receipt, or sent by facsimile
and properly confirmed, and addressed as follows:
To Oak Brook: Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attn: Village Manager
FAX: (630) 368-5027
To Oakbrook Terrace: City of Oakbrook Terrace
17W275 Butterfield Road
Oakbrook Terrace, Illinois 60181
Attn: City Manager
FAX: (630) 941-7254
or to such address or such other parties as the Parties may from time to time designate
by notice as provided herein. Notices shall be deemed effectively given as of the date,
which is two (2) business days following the date of postmarking by the U. S. Postal
Service, as of the date of delivery if hand or personally delivered, or as of the date of
confirmed facsimile transmission.
Page 4 of 5
IN WITNESS WHEREOF and in order to bind themselves legally to the terms
and conditions of this Agreement, the duly authorized representatives of the Parties
have executed this Agreement as of the Effective Date.
Village of Oak Brook City of Oakbrook Terrace
By: By:
:- Village President Mayor
1
Attest. Attest:
Village Clerk City Clerk
Page 5 of 5
Village of Oak Brook
Select Oakbrook Terrace Properties Water Billing History
Gross Billing
Account# Name Address 10/07-9/08 Gallons Oakbrook Terrace Response
905601410 Safeway 17W675 Roosevelt Road 3,430.00 1,058,000 Oakbrook Terrace Square Mall'
905609360 7-Eleven 17W619 Roosevelt Road 550.35 147,000 Other Customer
905687432 Comar Properties 17W621 Roosevelt Road 1,118.90 326,000 Other Customer
905616310 PM Walsh 1 SO4 Summit Ave 302.15 69,000 `'Other Customer
905602522 Frontier Development Grou 17W683 Roosevelt Road 2,113.89 641,000 Oakbrook Terrace Square Mall
905672430 1 Melting Pot 17W633 Roosevelt Road 1,792.60 540,000 Oakbrook Terrace Square Mall
905673522 Frontier Development Group 17W727 Roosevelt Road 5,962.59; 1,857,000 Oakbrook Terrace Square Mall
90567441=.3 Frontier Development Group 17W697 Roosevelt Road 41.00 50,000 Oakbrook Terrace Square Mall
15,311.48 4,688,000
RESOLUTION NO. R08 -22
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT
BETWEEN THE VILLAGE OF OAK BROOK AND THE CITY OF OAKBROOK
TERRACE REGARDING THE TRANSFER AND ASSIGNMENT OF CERTAIN
WATER SYSTEM ASSETS FROM OAK BROOK TO OAKBROOK TERRACE
WHEREAS, the City of Oakbrook Terrace (the "City") is a home rule unit of local
government under Article VII, Section 6 of the 1970 Illinois Constitution and, except as limited
by such Section, it may exercise any power and perform any function pertaining to its
government and affairs; and
WHEREAS, the City and the Village of Oak Brook (the "Village") are both engaged in
the retail sale of water to customers located in the City; and
WHEREAS, for their mutual benefit, the City and the Village (collectively, the
"Parties") desire to provide for the transfer and assignment of certain water system assets from
the Village water system to the City water system, including the right to serve certain retail water
customers that are currently located in the City and served by the Village; and
WHEREAS,the Parties are units of local government and the Constitution of the State of
Illinois, (Article VII, Section 10) authorizes units of local governments to contract or otherwise
associate among themselves in any matter not prohibited by law or ordinance; and
WHEREAS, Illinois Complied Statutes, Chapter 5, Act 220, Section 1, et seq., entitled
the "Intergovernmental Cooperation Act", provides that any power or powers, privileges or
authority exercised or which may be exercised by a unit of local government may be exercised
jointly with another unit of local government; and
WHEREAS, in order to provide for such transfer and assignment, the City and the
Village have determined that it is necessary and desirable, and in their mutual best interests, to
enter an "Intergovernmental Agreement Between the Village of Oak Brook and the City of
Oakbrook Terrace Regarding the Transfer and Assignment of Certain Water System Assets From
Oak Brook to Oakbrook Terrace" (the "Agreement"), which is attached hereto as Exhibit "A",
NOW THEREFORE BE IT RESOLVED by the Mayor and City Council of the City of
Oakbrook Terrace, DuPage County, Illinois, as follows:
1. The Agreement is hereby approved, and the Mayor and City Clerk are,
respectively, authorized to execute and attest the Agreement in substantially the form attached
hereto as Exhibit "A".
Resolution No.R08-22
2. This Resolution shall be in full force and effect after its passage and approval as
required by law.
PASSED AND APPROVED This 9th Day Of December,2008.
Ayes: M. Bolan,J. Bolan,Durham, Thomas & Vlach
Nays:
Absent: Sarallo
Thomas S. Mazai ,Mayor
ATTEST:
J ith Leslie, City Clerk
2
ITEM I O.E.
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AGENDA ITEM
Regular Board of Trustees Meeting
of
November 25, 2008
SUBJECT: Village President and Board of Trustees
FROM: David Niemeyer, Village Manager
BUDGET SOURCE/BUDGET IMPACT: N/A
RECOMMENDED MOTION: I move that the Village of Oak Brook approve an
intergovernmental agreement between the Village of Oak Brook and the City of Oakbrook
Terrace regarding certain system assets from Oak Brook to Oakbrook Terrace
Background/History:
As you know, the City of Oakbrook Terrace has requested that several water customers served
by Oak Brook but located in Oakbrook Terrace be trasferred to their water system. This is
needed for Oakbrook Terrace's plans to revitalize a shopping center at Roosevelt road and
Summit Avenue. Oakbrook Terrace would not actually be taking over Oak Brook's
infrastructure but would be building newer, larger pipes to service this center.
Attached is an intergovernmental agreement for this transfer. The assignmet if the new customers
begins January 1, 2009. Oakbrook Terrace will pay Oak Brook $2,000 in consideration of this
transaction. Both sides agree to mutually cooperate to complete the disconnection and
reconnection. One of the water customers will nto be switched to Oakbrook Terrace until a
connection is available or ten years, whichever is earlier.
Recommendation:
Staff recommends that the Village Board approve an intergovernmental agreement
between the Village of Oak Brook and the City of Oakbrook Terrace regarding the
transfer and assignment of certain system assets from Oak Brook to Oakbrook Terrace
Last saved by administrator V:WGENDA\NOVEMBER 25 meeting\obtwateriga.doc
Last printed 11/20/2008 8:17 AM
CEIVE 7 2v 8
g Alderman
Mayor '/�r� Ward1
THOMAS S.MAZAIKA INGRID M.DURHAM
TOM THOMAS
City Clerk
JUDITH LESLIE t Alderman
�OSA-20� Ward 2
City Manager MICHAEL A.SARALLO
MARTIN J.BOURKE FRANK VLACH
CITY OF OAKBROOK TERRACE
17W275 BUTTERFIELD ROAD Alderman
Ward 3
OAKBROOK TERRACE,IL 60181 JAMES E.BOJAN
630-941-8300 FAX 630-941-7254 MARTHA J.BOJAN
December 12, 2008
Mr. David Niemeyer, Village Manager
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Re: Transfer& Assignment Of Water System Assets Agreement
Dear Mr. Niemeyer:
On behalf of Mayor Mazaika and the City Council, please find included with this letter
the following documents:
➢ Two (2) executed original copies of the "An Intergovernmental Agreement Between The
Village Of Oak Brook And The City of Oakbrook Terrace, Regarding The Transfer And
Assignment Of Certain Water System Assets From Oak Brook to Oakbrook Terrace".
➢ A certified copy of Resolution No. R08 — 22: A Resolution Approving An
Intergovernmental Agreement Between The Village Of Oak Brook And The City of
Oakbrook Terrace, Regarding The Transfer And Assignment Of Certain Water System
Assets From Oak Brook to Oakbrook Terrace
Please have both copies of the Agreement executed by the Village President and return
one copy to the City. The certified copy of the Resolution is for your use only and do not have to
be returned to City Hall. If you have any questions concerning this letter or the attachments,
please call me direct at (630) 941-8300, extension 307.
Sincerely,
Martin J. Bourke,
City Manager
PC: Mayor Mazaika and City Council (Letter Only)
Public Services Director (All Attachments)
City Attorney (All Attachments)
• �� Alderman
Mayor ` Ward 1
THOMAS S.MAZAIKA INGRID M.DURHAM
TOM THOMAS
City Clerk
JUDITH LESLIE t Alderman
fa6A-200 Ward 2
City Manager MICHAEL A.SARALLO
MARTIN J.BOURKE FRANK VLACH
CITY OF OAKBROOK TERRACE
17W275 BUTTERFIELD ROAD Alderman
OAKBROOK TERRACE,IL 60181 Ward 3
JAMES E.BOJAN
630-941-8300 FAX 630-941-7254
MARTHA J.BOJAN
I, Judith Leslie, Do Hereby Certify That I Am The Duly Qualified City Clerk Of The
City Of Oakbrook Terrace, Du Page County, Illinois, And As Such Officer, I Am The
Keeper Of The Records And Files Of The City Council Of Said City Of Oakbrook
Terrace, And I Do Certify As Follows:
That This Is A True Copy Of A Resolution No. R08 —22: (A Resolution Approving
An Intergovernmental Agreement Between The Village Of Oak Brook And The City
Of Oakbrook Terrace, Regarding The Transfer And Assignment Of Certain Water
System Assets From Oak Brook To Oakbrook Terrace)
Adopted On The 91h Day Of December 2008, By The City Council Of The City Of
Oakbrook Terrace At The Regular City Council Meeting Of the Same Day.
Witness Whereof I Have Hereto Affixed My Official Hand And Seal Of The City On
This 11th Day Of December, 2008.
(City Seal) Judith Leslie, City Clerk