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14-168 Resolution No. 14-168 RESOLUTION AUTHORIZING EXECUTION OF A CONTRACT FOR SALE OF WATER BY THE CITY OF ELGIN TO THE VILLAGE OF SLEEPY HOLLOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute on behalf of the City of Elgin, a Contract For Sale of Water by the City of Elgin to the Village of Sleepy Hollow for the sale of water, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: November 19, 2014 Adopted: November 19, 2014 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk :.;`0 OF E10 i G, ° '1�§' City of Elgin Memorandum 0 oR1rrut\ VIA E-MAIL Date: May 26, 2015 To: Kimberly A. Dewis, City Clerk From: William A. Cogley, Corporation Counsel Subject: Contract for the Sale of Water between the City of Elgin and the Village of Sleepy Hollow Attached for the city clerk's files is an original fully executed copy of the contract for the sale of water by the City of Elgin to the Village of Sleepy Hollow dated November 19, 2014. A bf Attachment CONTRACT FOR SALE OF WATER BY THE CITY OF ELGIN TO THE VILLAGE OF SLEEPY HOLLOW This contract made and entered into this t'.'s day of s- ,2014, by and between the City of Elgin (hereinafter called "Elgin"), an Illinois Municipal Corporation, and the Village of Sleepy Hollow (hereinafter called "Sleepy Hollow"), an Illinois Municipal Corporation, WITNESSETH WHEREAS, in order to properly safeguard and promote the health, welfare and well-being of its residents,Sleepy Hollow desires to purchase water from Elgin for distribution and sale by Sleepy Hollow to residential,business and industrial water customers;and WHEREAS, Elgin is willing to furnish water to Sleepy Hollow, and expects to have available water in quantities hereinafter contracted to be sold by it to Sleepy Hollow for a twenty(20) year period;and WHEREAS,Elgin and Sleepy Hollow have heretofore entered into a written contract for the sale of water dated March 25,1993,as amended on May 1,1995;and WHEREAS,said agreement by its terms was to expire on or about March 24,2013;and WHEREAS, Elgin and Sleepy Hollow desire to enter into an agreement to renew the contract for sale of water by Elgin to Sleepy Hollow and to continue the sale and purchase of potable water between them. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, Elgin agrees to furnish and sell, and Sleepy Hollow agrees to receive, and pay for, potable water upon the terms and conditions/and for the consideration as hereinafter set forth: 1. Quantity of Water. During the term of this contract,Elgin shall provide and make available to Sleepy Hollow, for its own use and at delivery points as hereinafter specified, potable water in the volume required by Sleepy Hollow, or in the volume which the Sleepy Hollow water system may be capable of receiving water at the normal operating pressure (40 psi)of the Sleepy Hollow water system at such points of delivery. Elgin shall use its best efforts to remain in a position to furnish water as herein contracted to be sold to Sleepy Hollow but its obligation shall be limited to the capacity of the Elgin system and water plants. In the event that it becomes necessary for Elgin to limit its delivery of water to its customers, Sleepy Hollow shall be entitled to receive during such a period of scarcity its pro-rata share of water available as determined by the proportion which the volume of water used by Sleepy Hollow during the last preceding twelve (12) month period prior to the time of limitation bears to the volume of water used by the other customers of Elgin for the same period. In the event that Elgin determines it necessary or reasonably appropriate for Elgin to limit the use of water by its water customers, by imposing lawn and sprinkling restrictions, or otherwise, Sleepy Hollow shall, upon notification by Elgin, impose the same water use restrictions and limitations on water customers connected to its system served by Elgin water, and shall make every reasonable effort to publicize and shall enforce such limitations and restrictions until notified by Elgin that said limitations and restrictions may be removed. Restrictions may be imposed by water pressure zones at the discretion of Elgin. 2. Quality of Water. Water to be delivered at the point of delivery by Elgin and received by Sleepy Hollow hereunder shall be of the same quality as that provided to customers within the corporate limits of the City of Elgin from the Elgin system. Water quality after the point of delivery is the responsibility of Sleepy Hollow. 3. Points of Delivery. The points of delivery of water from the water supply of Elgin to Sleepy Hollow shall be at or near the intersection of Randall Road and the southerly right-of-way of the Northwest Toll Road,and at or near the intersection of Sleepy Hollow Road and the southerly right-of-way of the Northwest Toll Road. Each point of delivery connection to the water supply system of Elgin shall be subject to the following conditions, to-wit: a. The location of any such connection and the method of effecting such connection to 2 the Sleepy Hollow system shall be subject to the approval of Elgin and the work of effecting any such connection shaII not be started until any such approval has been granted in writing,within a timely fashion,by the Water Operations Director of the City of Elgin. b. Each connection shall be provided with a water measuring device meeting Elgin's specifications and capable of remote reading along with a water metering pit. c. Each connection shall be provided with a check valve to be mounted close to the water measuring device,as approved by Elgin,in such a manner as to prevent the flow of water from Sleepy Hollow to Elgin. In addition,a valve on each side of the meter shall be provided. d. Each water metering device and water metering pit shall be situated at the site of booster pumps, (if such booster pumps are determined to be necessary by Sleepy Hollow). Any such metering pit shall be located at or near the point(s) of delivery (connection) to the water supply of Elgin (the Elgin water system). e. Any improvements constructed by Sleepy Hollow for the water system located within the corporate limits of the City of Elgin, including improvements for the 1995 Sleepy Hollow Watermain Extension Project,shall be conveyed from Sleepy Hollow to Elgin within 90 days of the completion of such construction; provided, however, that such improvements, easements or other interests in any real property necessary to install,maintain,repair or replace such improvements shall continue to be maintained,repaired and replaced by Sleepy Hollow at Sleepy Hollow's sole expense. Improvements constructed in any unincorporated territory shall be the property of Sleepy Hollow and shall be maintained and kept in good repair by Sleepy Hollow. Sleepy Hollow shall notify Elgin immediately upon discovery of any break, defect, or other malfunction in such improvements and shall follow-up with notification in writing within 24 hours. In the event Elgin shall detect such break, defect, or malfunction, it shall notify Sleepy Hollow immediately upon discovery and shall follow-up with notification in writing within 24 hours. Sleepy Hollow shall use its best efforts to repair such breaks, defects or malfunctions within 24 hours after initial notification of such break, defect or malfunction and in any event 3 shall make necessary repairs as promptly as is practical. In the event that unincorporated territory containing such Improvements is annexed to Elgin, such Improvements and easements therefor shall be transferred to Elgin by appropriate instruments and Sleepy Hollow shall have no further obligation to maintain such improvements. No such connection to serve any property outside the corporate boundaries of Elgin shall be permitted without the Joint consent of Elgin and Sleepy Hollow; no water shall be sold by Sleepy Hollow to serve property not within its current Facilities Planning Area. 4. Measuring Equipment. Sleepy Hollow agrees to furnish,'install and replace as may be necessary, at its own expense, at each point of delivery hereunder to Sleepy Hollow, the necessary meter pits, valves and meters of a standard type approved by Elgin, capable of reading rate and quantity and with the capacity of accepting telemetering equipment to permit remote reading,for measuring the quantity of water delivered under this contract. Meters will be tested and calibrated annually and paid for by Sleepy Hollow. For the purpose of this contract, the original record or readings of the meter or meters shall be the journal or other record book of the Water Department of the City of Elgin. Upon request by Sleepy Hollow, Elgin shall furnish Sleepy Hollow with a copy of such records or permit Sleepy Hollow to have access thereof during the reasonable business hours. Such calibration shall be done in the presence of a representative of Sleepy Hollow and the parties shall jointly observe any adjustments which are made to the meter or meters in case any adjustments shall be necessary. Maintenance and testing shall be performed by Elgin and shall be paid for by Sleepy Hollow. 5. Unit of Measurement. The unit of measurement for determining compensation for water delivered hereunder shall be cubic feet of water and all measuring devices shall be so calibrated. 6. Price and Terms. The price to be paid for the furnishing of water under the terms of this contract by Sleepy Hollow to Elgin shall be related to the standard Elgin residential user 4 rate for water in effect as established from time to time by Elgin,as hereinafter specified.Sleepy Hollow shall pay Elgin 1.25 times the standard Elgin residential water rate in effect as established from time to time by Elgin for each 100 cubic feet of water delivered through the meters at each point of delivery to Sleepy Hollow. For the purpose of clarification, the standard Elgin residential water rate in effect at the time of this Contract is currently$3.3834 for each hundred cubic feet or fraction thereof of water supplied (or$4.5233 for each 1,000 gallons or fraction thereof of water supplied);and further it is agreed that the standard Elgin residential water rate in effect as established from time to time by Elgin shall not be deemed to include any discounted water rates which may be hereinafter adopted by Elgin specifically to encourage or reward water conservation by its residents. In addition Sleepy Hollow shall pay Elgin an annual water availability charge equal to 1.25 times the Elgin water availability charge in effect as established from time to time by Elgin for each meter at each point of delivery based on the size of said meter. Elgin shall bill Sleepy Hollow for all water furnished under this agreement monthly and payments shall be due and payable by Sleepy Hollow to Elgin within twenty days from the date of billing. Liability for making payments as above set forth commenced on the date of the first tender of delivery and acceptance of water by Sleepy Hollow after completion of the installation and testing of the aforesaid water main,and shall continue as specified herein. 7. Continuity of Service - Conditions. From the time that water is tendered for delivery to Sleepy Hollow at designated points of delivery,Elgin shall,subject to the terms and conditions of this contract, continually hold itself ready, willing and able to supply water to Sleepy Hollow to the extent hereinabove provided for. Elgin shall not be liable for damages, breach of contract or otherwise, for failure, suspension, diminution, or other variation of service occasioned by any cause beyond the control and without the fault or negligence of Elgin or its operating plant personnel.Such causes include,but are not restricted to, acts of God or of the public enemy, acts of the State or Federal 5 • government in either its sovereign or contractual capacity; fires, flood, epidemics, quarantine restrictions,strikes,or failure or breakdown of transmission or other facilities. Except as set forth on the attached Exhibit"A," Sleepy Hollow agrees not to sell water to any customers for use outside of its corporate boundaries as such corporate boundaries exist as of the date of this contract without prior written approval of Elgin. 8. Exclusivity. For the term of this agreement, Sleepy Hollow will not purchase water from any other water purveyor unless agreed to in writing as an addendum to this agreement. In the event that Elgin is unable to deliver potable water to Sleepy Hollow as provided in this Agreement, this exclusivity provision shall not apply during the period of such non-delivery. 9. Term of contract. This contract shall continue in full force and effect for a period of twenty (20) years from the date hereof. Sleepy Hollow shall have the option of renewing the contract for any term permitted by law upon such terms and conditions and rate adjustments,if any,which may be then agreed by and between Sleepy Hollow and Elgin. 10. Modification. This contract may be amended only with the consent of the governing bodies of both Elgin and Sleepy Hollow. 11. Hold Harmless. Sleepy Hollow and Elgin mutually agree to hold and save each other harmless from any and all claims, damages,suits,causes of action and the like which may arise by virtue of this agreement or for any water sold pursuant to this agreement. 12. Notices. All notices of communications as provided for herein shall be in writing and shall be either personally delivered, or sent via certified or registered US Mail, postage pre-paid, to Elgin or Sleepy Hollow at the following addresses: To Elgin: City of Elgin 150 Dexter Court Elgin,Illinois Attention:City Manager 6 To Sleepy Hollow: Village of Sleepy Hollow One Thorobred Lane Sleepy Hollow,Illinois 60118 Attention: Village President 13. Severability. In the event that any part, term or provision or paragraph of this contract shall be found to be illegal or in conflict with any law by any court of proper jurisdiction, the validity of the remaining portions of provisions of this contract shall not be affect thereby. 14. Termination of Prior Agreement. The terms of this amended agreement shall supersede and replace the water contract between Elgin and Sleepy Hollow executed on March 25,1993,and amended on May 1,1995. IN WITNESS WHEREOF, the parties hereto acting under authority granted by their respective governing bodies have caused this Agreement to be duly executed in one or more counterparts, each of which will constitute an original, all as of the date and year first written above. CITY OF ELGIN, .n Illinois Home Rule :.'*ration, By: /- Se• Stegall / City Manager A . EST: .4 ./ �1. .. Kimberly Dewis City Clerk VILLAGE OF SLEEPY HOLLOW, an Illinois nicip Co or n, By: Stephan Pickett Village President ATTEST: Norine D.Olson Village Clerk F:'Legal DeptlAgreement\Sleepy Hollow-Sale of Water-redlined-2-5-14.docx 7 EXHIBIT A CUSTOMERS OUTSIDE OF VILLAGE BOUNDARIES As of the date of the 2013 Contract for the Sale of Water,the Village of Sleepy Hollow serves the following customers(located outside of its present boundaries) with potable water: 14N545 Sleepy Hollow Road 14N550 Sleepy Hollow Road 14N559 Sleepy Hollow Road 35W995 Boncosky Road 8