Resolution 2024-46 Resolution No. 2024-46
A RESOLUTION AUTHORIZING THE EXECUTION OF WATERLINK PROJECT
ESCROW INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF
MONTGOMERY,THE VILLAGE OF OSWEGO,THE UNITED CITY OF
YORKVILLE, AND THE DUPAGE WATER COMMISSION
WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City'), the
Village of Oswego ("Oswego") and the Village of Montgomery ("Montgomery") are duly
organized units of government of the State of Illinois within the meaning of Article VII, Section
10 of the 1970 Illinois Constitution (collectively, the "WaterLink Communities"); and
WHEREAS,the Constitution of the State of Illinois of 1970,Article VII, Section 10, and
the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq.,authorize units of local government
to contract or otherwise associate among themselves to obtain or share services and to exercise,
combine, or transfer any power or function in any manner not prohibited by law; and
WHEREAS, the DuPage Water Commission (the "Commission") is a county water
commission and public corporation under Division 15 of Article I 1 ofthe Illinois Municipal Code,
65 ILCS 5/11-135-1 et seq. and the Water Commission Act of 1985, 70 ILCS 3720/0.01 et seq.;
and
WHEREAS, the Commission has been organized under the Acts to supply water within
its territorial limits; and
WHEREAS,the WaterLink Communities currently own and operate municipal drinking
water systems served by wells that extract source water from the Ironton-Galesville aquifer;
and
WHEREAS, the WaterLink Communities are within the territorial limits of the
Commission; and
Resolution No. 2024-46
Page 1
WHEREAS, the WaterLink Communities intend to change from the Ironton-Galesville
groundwater source to Lake Michigan source water, through water purchase and sale
agreements with the Commission,and have applied for and been awarded Lake Michigan Water
Allocation Permits from the State of Illinois Department of Natural Resources, Office of Water
Resources for each discrete and non-contiguous service area served by each WaterLink
Community's Unit System; and
WHEREAS, the WaterLink Communities have conducted extensive study and have
concluded that the most sustainable alternative water source to serve the WaterLink
Communities through the municipal waterworks systems currently serving the WaterLink
Communities, as well as any extensions or improvements of those systems, is Lake Michigan
water from the Commission; and
WHEREAS, the Commission owns and maintains a waterworks system as a supplier of
Lake Michigan water to member customers that contract for such service ("Commission's
Waterworks System"); and
WHEREAS, the parties seek to complete the improvements necessary to connect the
Commission's Waterworks System to the WaterLink Communities' individual Unit Systems in
2028; and
WHEREAS, the Commission has entered into a Water Supply Contract with the City of
Chicago to purchase Lake Michigan water sufficient to meet the water supply needs of the
Commission and its customers; and
WHEREAS,the Commission's Water Supply Contract with the City of Chicago is set to
expire in 2041, and the Commission is currently: (1) exploring an alternative solution to
obtaining Lake Michigan water; and (2) in discussions and negotiations with the City of
Resolution No. 2024-46
Page 2
Chicago for a new Water Supply Contract; and
WHEREAS, the Commission will be required to incur certain costs, as defined in the
attached Agreement,in pursuit of connecting the WaterLink Communities to the Commission's
Waterworks System (the "Connection Facilities Cost"); and
WHEREAS, the Commission and the WaterLink Communities have previously entered
into First and Second Escrow Intergovernmental Agreements(the"Prior Escrow Agreements")
for what is defined under those Prior Escrow Agreements as Phase 1 and Phase 2 Services; and
WHEREAS, the Commission requires the WaterLink Communities to establish an
additional escrow fund with the Commission to provide a funding source for the Commission
Expenses beyond those incurred for the Phase 1 and Phase 2 Services, the WaterLink Project
Escrow Agreement (the "Agreement"), substantially in the form attached hereto as Exhibit A;
and
WHEREAS, the WaterLink Communities will be responsible for the Connection
Facilities Cost; and
WHEREAS,the WaterLink Communities have previously agreed to each Municipality's
percentage share of the Connection Facilities Cost pursuant to an Intergovernmental Cost Share
Agreement(the "Cost Share Agreement") and the WaterLink Communities agree that the costs
paid into the escrow account under this Agreement will mirror the Division of Financial
Responsibilities/Allocation of Costs set forth in the Cost Share Agreement; and
WHEREAS, the WaterLink Communities intend that certain provisions within this
Agreement be used only to the extent that one or all of the WaterLink Communities have failed
to properly fund this Agreement after notice has been provided in accordance with this
Agreement; and
Resolution No. 2024-46
Page 3
WHEREAS, the parties deem it to be in their best interests to approve this WaterLink
Project Escrow Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY,
ILLINOIS, as follows:
Section 1. That the recitals set forth above are incorporated here by reference.
Section 2. The Mayor and City Council hereby approve the WaterLink Project Escrow
Agreement, and the Mayor and City Clerk are authorized and directed to execute on behalf of the
United City of Yorkville the WaterLink Project Escrow Agreement for the United City of
Yorkville substantially in the form attached as "Exhibit A."
Section 3. All Resolutions or parts of Resolutions in conflict with any of the provisions of
this Resolution shall be, and the same hereby repealed to the extent of the conflict.
Section 4. This Resolution and every provision thereof shall be considered severable. If any
section,paragraph, clause or provision of this Resolution is declared by a court of law to be invalid
or unconstitutional, the invalidity or unconstitutionality thereof shall not affect the validity of any
other provisions of this Resolution.
Section 5. This Resolution shall be in full force and effect from and after its passage and
approval in the manner provided by law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
8tn day of October, A.D. 2024.
CLERK
KEN KOCH AYE DAN TRANSIER AYE
ARDEN JOE PLOCHER AYE CRAIG SOLING AYE
CHRIS FUNKHOUSER AYE MATT MAREK AYE
SEAVER TARULIS AYE RUSTY CORNEILS AYE
Resolution No. 2024-46
Page 4
PPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois
q11Nthis —' day of elm , A.D. 2024.
MAYOR
Attest:
I Y CLERK
Resolution No. 2024-46
Page 5
WATERLINK PROJECT
ESCROW INTERGOVERNMENTAL AGREEMENT
This WaterLink Project Escrow Intergovernmental Agreement (the "WaterLink Project
Escrow Agreement" or this "Agreement")) is dated the 171h day of October 2024 between the
Village of Montgomery("Montgomery"),the Village of Oswego("Oswego"), and the United City
of Yorkville ("Yorkville") (Oswego, Montgomery, and Yorkville are collectively referred to
herein as the"WaterLink Communities")and the DuPage Water Commission(the"Commission"),
a county water commission and public corporation under Division 135 of Article 1 I of the Illinois
Municipal Code, 65 ILCS 5/11-135-1 et seq., and the Water Commission Act of 1985, 70 ILCS
3720/0.01 et seq. (the"Acts").
WITNESSETH:
WHEREAS, the Commission has been organized under the Acts to supply water within its
territorial limits; and
WHEREAS, the WaterLink Communities currently own and operate municipal drinking
water systems served by wells that extract source water from the Ironton-Galesville aquifer; and
WHEREAS, the WaterLink Communities are within the territorial limits of the
Commission; and
WHEREAS, the WaterLink Communities intend to change from the Ironton-Galesville
groundwater source to Lake Michigan source water, through water purchase and sale agreements
with the Commission, and have applied for and been awarded Lake Michigan Water Allocation
Permits from the State of Illinois Department of Natural Resources, Office of Water Resources for
each discrete and non-contiguous service area served by each WaterLink Community's Unit
System ("Service Area"); and
WHEREAS, the WaterLink Communities have conducted extensive study and have
concluded that the most sustainable alternative water source to serve the WaterLink Communities
through the municipal waterworks systems currently serving the WaterLink Communities, as well
as any extensions or improvements of those systems, is Lake Michigan water from the
Commission; and
WHEREAS, the Commission owns and maintains a waterworks system as a supplier of
Lake Michigan water to member customers that contract for such service ("Commission's
Waterworks System"); and
WHEREAS, the parties seek to complete the improvements necessary to connect the
Commission's Waterworks System to the WaterLink Communities' individual Unit Systems in
2028; and
WHEREAS, the Commission has entered into a Water Supply Contract with the City of
Chicago to purchase Lake Michigan water sufficient to meet the water supply needs of the
Commission and its customers; and
WHEREAS, the Commission's Water Supply Contract with the City of Chicago is set to
expire in 2041, and the Commission is currently: (1) exploring an alternative solution to obtaining
Lake Michigan water; and (2) in discussions and negotiations with the City of Chicago for a new
Water Supply Contract; and
WHEREAS, to carry out their duties and responsibilities, and desire to create a method of
providing an adequate supply of Lake Michigan water to the Service Area, the Commission and
each of the WaterLink Communities, contemporaneously with this Agreement are entering into
Water Purchase and Sale Contracts (the "Water Purchase Agreements") and this Agreement
incorporates the defined terms of the Water Purchase Agreements unless otherwise specified
herein; and
WHEREAS, to become a member of the Commission and comply with the Water Purchase
Agreements, each WaterLink Community must pay its proportional share of the costs for the
property owned by the Commission; and
WHEREAS, contemporaneously with this Agreement, the WaterLink Communities and
the Commission are each entering into a Capital Cost Recovery Agreements that establish the
terms and conditions for financing each WaterLink Community's proportional share of the costs
for the property owned by the Commission; and
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WHEREAS, contemporaneously with this Agreement, each WaterLink Community and
the Commission are entering into an Intergovernmental Agreement Concerning the Development
of Connection Facilities to Implement Water Service (the "Development Agreement"); and
WHEREAS, the WaterLink Communities intend that certain provisions within this
Agreement be used only to the extent that one or all of the WaterLink Communities have failed to
properly fund this Agreement after notice has been provided in accordance with this Agreement;
and
WHEREAS, the Commission will incur in connection with (i) the design, bidding,
contracting, managing, and actual construction, installation, removal, relocation, replacement,
extension, or improvement of the Connection Facilities, including without limitation equipment
required for the operation of the Connection Facilities and all administrative, financing,
supervisory, inspection, engineering, surveying, and legal fees, costs, and expenses associated
therewith; (ii) the acquisition and divestment of lands, easements, and rights of way over lands
and waters necessary for the construction, installation, removal, relocation, replacement,
extension, or improvement of the Connection Facilities, and all administrative, title, surveying,
and legal fees, costs, and expenses associated therewith; and (iii) the review and processing of
plans and agreements for the construction, installation, removal, relocation, replacement,
extension, or improvement of the Connection Facilities and in connection with the negotiation,
preparation, consideration, and review of this Contract, including without limitation all legal,
engineering, consulting, and administrative fees, costs, and expenses associated therewith; except
as any of the above are included in Operation and Maintenance Costs ("Connection Facilities
Cost"); and
WHEREAS, the Commission and the WaterLink Communities have previously entered
into First and Second Escrow Intergovernmental Agreements (the "Prior Escrow Agreements")
for what is defined under those Prior Escrow Agreements as Phase I and Phase 2 Services; and
WHEREAS,prior to the execution of documents requiring the expenditure of Commission
Expenses,the Commission requires the WaterLink Communities to establish an additional escrow
fund with the Commission as stated herein to provide a funding source for the Commission
Expenses beyond those incurred for the Phase 1 and Phase 2 Services; and
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WHEREAS, pursuant to the Development Agreement, the WaterLink Communities will
be responsible for the Connection Facilities Cost; and
WHEREAS, the WaterLink Communities have previously agreed to each Municipality's
percentage share of the Connection Facilities Cost pursuant to an Intergovernmental Cost Share
Agreement(the "Cost Share Agreement"). The WaterLink Communities agree that the costs paid
into the escrow account under this WaterLink Project Escrow Agreement will mirror the Division
of Financial Responsibilities/Allocation of Costs set forth in the Cost Share Agreement.
Specifically, Montgomery commits and agrees to pay 24.42%, Yorkville commits and agrees to
pay 40.22%, and Oswego commits and agrees to pay 35.36%. The Commission is not a party to
the Cost Share Agreement and has no responsibility or liability as to any true-up or adjusted
accounting between the WaterLink Communities; and
WHEREAS, pursuant to Article VII, Section 10 of the Illinois Constitution of 1970, and
the Intergovernmental Cooperation Act, 5 ILCS 220/1 et seq., the Commission and the WaterLink
Communities are authorized to enter into this WaterLink Project Escrow Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
covenants and agreements herein contained, the WaterLink Communities and the Commission
hereby agree as follows:
1. The foregoing recitals are by this reference incorporated herein and made a part
hereof as if fully set forth herein. Further, to the extent any capitalized terms in this Agreement
are set forth as a defined term in the Water Purchase Agreements, the capitalized terms in this
Agreement shall have the same meaning in this Agreement as the definition in the Water Purchase
Agreements.
2. The Commission will establish a segregated escrow account for the sole purpose of
funding the Connection Facilities Cost (the "Waterlink Project Escrow Account"). The
WaterLink Communities will each deposit into the Waterlink Project Escrow Account all
payments necessary to fund the Connection Facilities Cost. Any remaining funds from the prior
Escrow Agreements will remain in the related escrow account, and any funds not expended or
necessary for Phase I and Phase Il Services, when those phases are complete, may be transferred
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to the WaterLink Project Escrow Account, unless otherwise directed by the WaterLink
Communities.
3. The Commission will draw from the WaterLink Project Escrow Account to pay for
or reimburse any Connection Facilities Cost incurred.
4. The WaterLink Project Escrow Account will be insured and interest-bearing, and
the Commission will provide the WaterLink Communities with Quarterly Statements within
twenty-one (21) days after the end of each quarter: (1) showing the starting and ending balances
for that quarter in the WaterLink Project Escrow Account;and(2)detailing the costs of Connection
Facilities Cost incurred for that quarter including any amounts received or paid from the
WaterLink Project Escrow Account. The WaterLink Communities will have the right to conduct
audits for three years after the termination of this WaterLink Project Escrow Agreement relative
to the WaterLink Project Escrow Account.
5. The Commission will keep a record of all pay requests from the WaterLink Project
Escrow Account for reimbursement of Connection Facilities Cost incurred (the "Pay Request")
and sufficient documentation of the Connection Facilities Cost incurred in support of the Pay
Request. The documentation will be retained for review by the WaterLink Communities upon
request and included within the Quarterly Statements issued by the Commission.
If at any time during the term of this WaterLink Project Escrow Agreement, the balance in
the WaterLink Project Escrow Account is less than Thirty Million Dollars ($30,000,000.00) (the
"Minimum Balance Amount"), the Commission will notify the WaterLink Communities. Within
thirty (30) days of the Commission notifying the WaterLink Communities under this Paragraph 5,
the WaterLink Communities will each pay the Commission its proportionate share (as set forth in
the Cost Share Agreement) of the request to ensure that the Minimum Balance is met. Failure to
make such payment when required under this Paragraph 5 shall be considered a default of this
Agreement by the WaterLink Communities.
6. The Commission will, after the execution and delivery of this Agreement, make
available as a line of credit to the WaterLink Communities an amount not to exceed $21,000,000
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(the "Commitment Amount") to pay a portion of the Connection Facilities Cost as defined in the
Water Purchase Agreements. The actual amounts of money borrowed by each of the WaterLink
Communities pursuant to the Commitment Amount will constitute the"Line of Credit."
7. The WaterLink Communities will repay the principal balance of the Line of Credit,
plus accrued and unpaid interest at the Interest Rate set forth in Paragraph 8 of this Agreement
from the Interest Commencement Date through the Line of Credit Payment Commencement Date
(the"Capitalized Interest"), as those terms are hereinafter defined on the unpaid principal balance,
and any Capitalized Interest, of the Line of Credit from and after the Line of Credit Payment
Commencement Date, as that term is hereinafter defined, in 240 monthly installments,
commencing on the I01h day of every month (the "Monthly Payment Date") commencing on the
Line of Credit Payment Commencement Date as hereafter defined in Paragraph 9 and continuing
in successive monthly installments on each Monthly Payment Date in each month thereafter, with
the final payment of any unpaid interest and principal, if not sooner paid, on the 240th Monthly
Payment Date. Each of the 240 monthly installments of principal on the Line of Credit will be
determined as of the last day of the month preceding the Monthly Payment Date in any given year
during the term of the Line of Credit (a "Principal Determination Date") and will be determined
by dividing the unpaid principal balance, and any Capitalized Interest, of the Line of Credit as of
the applicable Principal Determination Date by the number of monthly installments of principal
remaining to be paid during the term of the Line of Credit. The accrued and unpaid interest will
be capitalized on a monthly basis until the Line of Credit Payment Commencement Date. There
will be no penalty for prepayment.
8. Interest on the unpaid principal balance, and any Capitalized Interest, of the Line
of Credit will accrue at a rate(the"Interest Rate")that is equivalent to the highest yield to maturity
interest rate earned by the Commission (based on all investments) as reported monthly on the
Commission's Schedule of Investments for the immediately preceding fiscal year (May I —April
30) as determined by the Commission (the "Earned Interest Rate") plus one percent(1%). Interest
will only accrue on money actually borrowed under Paragraph 6 of this Agreement and will begin
to accrue when the Commission makes its first draw on the Line of Credit for the WaterLink
Communities (the "Interest Commencement Date"). The Interest Rate for each year that the Line
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of Credit remains outstanding will be calculated on the basis of a calendar year consisting of 360
days of twelve 30-day months and will be adjusted on May 1st of each year, and will be applied to
the outstanding unpaid principal balance, and any Capitalized Interest, as determined on the most
recent Principal Determination Date, will be paid commencing on the Monthly Payment Date, and
continuing on the Monthly Payment Date each month thereafter until the principal balance of the
Line of Credit and all interest thereon has been paid in full.
9. Payments of principal and interest, including Capitalized Interest, will begin no
later than the 1Oth day of the first month after the first delivery of potable, filtered water drawn
from Lake Michigan to any of the WaterLink Communities individual Unit Systems as that term
is defined in the Water Purchase Agreement(the"Line of Credit Payment Commencement Date").
10. Payments of the principal and interest will be made in lawful money of the United
States of America in federal or other immediately available funds.
11. If at any time, the Commission receives invoices incurred arising out of the
Connection Facilities Cost for which there are insufficient funds in the Construction Escrow
Agreement,the Commission will pay the actual costs incurred from the Connection Facilities Cost
Line of Credit. The Commission payments for the Connection Facilities Cost will be paid out of
the Commitment Amount and will be immediately considered part of the Line of Credit. The
Commission may make payments from the Line of Credit no more than once per month, on the
1 Oth day of the month,provided that the Commission will give the WaterLink Communities notice
(which notice must be received by the WaterLink Communities prior to 10:00 a.m., local time, 7
days prior to the requested borrowing date), specifying the amount to be paid and the payment
date. It is anticipated that only a single borrowing will be requested each month. Each borrowing
pursuant to this Agreement will be in an aggregate principal amount less than the Available
Commitment. For purposes of this Paragraph 11, the Available Commitment at a particular time
is an amount equal to the difference between the Commitment Amount and the aggregate principal
balance of the Line of Credit then outstanding.
12. Subject to the limitations of Paragraph 12, the WaterLink Communities may,
without premium or penalty, upon at least one business day's irrevocable notice to the
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Commission, specifying the date and amount of prepayment, make such prepayment; and the
payment amount specified in such notice will be due and payable on the date specified therein.
The proceeds of any such prepayment will be applied by the Commission first, to the payment of
accrued and unpaid interest,if any,on the Line of Credit, and second, to the payment of the unpaid
principal balance of the Line of Credit. The WaterLink Communities will not be entitled to, nor
receive any credit for, interest on any such prepayment.
13. The proceeds of the Line of Credit will be devoted to and used with due diligence
for the purpose of paying the Connection Facilities Cost identified in Exhibit A; provided,
however, that where an unexpended balance remains in any one or more of the various cost
components of the Connection Facilities Cost detailed in Exhibit A attached hereto, such balance
may be transferred and expended, in whole or in part, to and for any other cost component of the
Connection Facilities Cost detailed in Exhibit A attached hereto.
14. The Covenants set forth in Subsections 9A, 913, 9C, and 9D of the Water Purchase
Agreements are incorporated into this Agreement by reference.
15. This WaterLink Project Escrow Agreement will terminate,and any monies not paid
or incurred for Connection Facilities Cost, including any interest therein will be returned to the
WaterLink Communities, unless mutually agreed to by the WaterLink Communities and the
Commission, upon the earlier of:
a. upon written request by the WaterLink Communities, a written direction that is issued by
the General Manager of the Commission that the funds are no longer needed for any
Connection Facilities Cost, which direction shall not be unreasonably withheld; or
b. upon the WaterLink Communities' written notification to the Commission that they are no
longer pursuing the purchase of Lake Michigan water from the Commission, and the
payment of all the Connection Facilities Cost.
No monies will be returned to the WaterLink Communities until a full accounting has been
completed of the expenditures incurred under this WaterLink Project Escrow Agreement.
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16. If any WaterLink Community or the Commission defaults in the full and timely
performance of any of its obligations hereunder, the non-breaching entity or entities, after first
providing written notice to the breaching entity of the event of default and providing the breaching
entity ten (10) days to cure the same, will be entitled to invoke its legal rights and remedies as a
result thereof, including, but not limited to, its equitable remedy of specific performance. THE
FOREGOING NOTWITHSTANDING, NO ENTITY WILL BE LIABLE TO ANOTHER
ENTITY OR ANY OF ITS AFFILIATES,AGENTS, EMPLOYEES, OR CONTRACTORS FOR
SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES.
17. There are no third-party beneficiaries of this WaterLink Project Escrow Agreement
and nothing in this WaterLink Project Escrow Agreement,express or implied, is intended to confer
on any person other than the Parties hereto (and their respective successors, heirs, and permitted
assigns), any rights, remedies, obligations, or liabilities.
18. Any notices under this WaterLink Project Escrow Agreement will be personally
delivered, delivered by the deposit thereof in the U. S. Postal Service,postage prepaid, registered,
or certified, return receipt requested, or by overnight courier service to the Party at the address
listed below or at another address hereafter designated by notice, or by email transmission. Any
such notice will be deemed to have been delivered and given upon personal delivery or delivery
by a nationally recognized overnight courier service, or deposit with the United States Postal
Service or upon receipt of written confirmation that facsimile or email transmission has been
successfully completed:
If to the Commission:
Paul D. May, P.E., General Manager
DuPage Water Commission
600 E. Butterfield Road
Elmhurst, IL 60126
Email: ma�,dtdpwc.org
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With a copy to:
Phillip A. Luetkehans
Luetkehans, Brady, Garner& Armstrong, LLC
105 E. Irving Park Road
Itasca, IL 60143
Email: pal)ulbgalaw.com
If to the WaterLink Communities:
Village Administrator
Village of Oswego
100 Parkers Mill
Oswego, IL 60543
Email: info@oswegoil.org
With a copy to:
David J. Silverman
Village Attorney
Mahoney, Silverman, & Cross, LLC
126 South Main Street
Oswego, Illinois 60543
Village Administrator
Village of Montgomery
200 N River Street
Montgomery, IL 60538
Email: zoephel@montgomeryil.org
With a copy to:
Laura M. Julien
Village Attorney
Mickey Wilson, Weiler, Renzi, Lenert, &Julien, PC
140 Municipal Drive
Sugar Grove, IL 60554
WaterLink Project Escrow IGA
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City Administrator
United City of Yorkville
651 Prairie Pointe Drive
Yorkville, IL 60560
Email: bolson@yorkville.il.us
With a copy to:
Kathleen Field Orr&Associates
Kathleen Field Orr
1804 North Naper Blvd., Ste. 350
Naperville, IL 60563
With a copy to:
Irene Schild Caminer
Caminer Law, LLC
2612 W. Sunnyside Ave.
Chicago, IL 60625
Email: Irene@caminerlaw.com
19. Each WaterLink Community will hold the Commission harmless and defend the
Commission from any claims or litigation that arise out of the engineering, construction,property
acquisition, and easement acquisitions for the Connection Facilities being constructed for the
WaterLink Communities due to one of all of the WaterLink Communities' failure to comply with
the payment obligations arising under this WaterLink Project Escrow Agreement.
20. Miscellaneous.
a. This WaterLink Project Escrow Agreement shall be deemed to supplement the
Water Purchase Agreements in connection with the supply of Lake Michigan
water to the Waterlink. Communities' individual Unit Systems. If there is any
other conflict or inconsistency between the terms of this Agreement and the terms
of the Water Purchase Agreements, then the terms of this WaterLink Project
Escrow Agreement shall control. The WaterLink Communities shall at all times
comply with all terms and conditions of the Water Purchase Agreements except
as otherwise provided in this Agreement.
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b. Except as provided herein,the WaterLink Communities and the Commission will
not assign this WaterLink Project Escrow Agreement or any right or privilege any
WaterLink Communities and the Commission may have under this WaterLink
Project Escrow Agreement without the prior written consent of all Parties hereto,
not to be unreasonably withheld conditioned or delayed.
c. This WaterLink Project Escrow Agreement shall be governed by and construed
exclusively under the applicable laws, but not the conflict of laws rules, of the
State of Illinois. Venue for any litigation arising out of this Agreement shall only
be proper in the Eighteenth Judicial Circuit Court, DuPage County, Illinois.
d. The person(s) executing this WaterLink Project Escrow Agreement on behalf of
the Parties hereto warrant that: (i) each WaterLink Community and the
Commission are duly organized and existing; (ii) the individual signing is duly
authorized to execute and deliver this WaterLink Project Escrow Agreement on
behalf of said WaterLink Community or the Commission; (iii) by so executing
this WaterLink Project Escrow Agreement, such WaterLink Community and the
Commission are formally bound to the provisions and conditions contained in this
WaterLink Project Escrow Agreement; and (iv) the entering into this WaterLink
Project Escrow Agreement by a WaterLink Community and the Commission does
not violate any provision of any other agreement to which said WaterLink
Community and the Commission is bound.
e. Each WaterLink Community and the Commission acknowledge that it may be
necessary to execute documents other than those specifically referred to herein in
order to complete the objectives and requirements that are set forth in this
WaterLink Project Escrow Agreement. Each WaterLink Community and the
Commission hereby agree to cooperate with each other by executing such other
documents or taking such other actions as may be reasonably necessary to
complete the objectives and requirements set forth herein in accordance with the
intent of each WaterLink Community and the Commission as evidenced by this
WaterLink Project Escrow Agreement.
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f. This WaterLink Project Escrow Agreement is the entire agreement between the
WaterLink Communities and the Commission regarding its subject matter and
may not be changed or amended except pursuant to a written instrument signed
by each WaterLink Community and the Commission.
g. This WaterLink Project Escrow Agreement may be executed in any number of
identical counterparts, each of which will be considered an original, but which
together will constitute one and the same agreement.
IN WITNESS WHEREOF, each WaterLink Community and the Commission hereto have
caused their respective corporate names to be subscribed hereto and their respective corporate
seals to be affixed hereto and attested by their duly authorized officers.
ATTEST: DuPage Water Commission
BY:
ATTEST: Village of Montgomery
V/ ( BY:
�?y Z'Uf Qltrr/�o,
ATTEST: Village of Oswego
BY:
ATTEST: Unite u ity of Yorkville
r
C11cA cis�J� B �
c �t-eri�
WaterLink Project Escrow IGA
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EXHIBIT A
CONNECTION FACILITIES COST
WaterLink Project Escrow IGA
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WATERLINK PROJECT ESCROW INTERGOVERNMENTAL AGREEMENT
EXHIBIT A
CONNECTION FACILITIES COST ESTIMATE (i)
CONSTRUCTION (including 25% contingency) $210,389,827
PROPERTY INTERESTS/LAND ACQUISITION $17,477,530
LEGAL &ADMI N ISTRATIVE $1,000,000
ENGINEERING $28,000,000
$256,867,357
COST ESCALATION OVER PROJECT DURATION $26,699,000
ESTIMATED PROJECT COST (2) $283,566,357
(1) COST ESTIMATE IS BASED UPON FORECASTED PROJECT COSTS AS OF THE DATE IDENTIFIED
BELOW AND IS PROVIDED FOR REFERENCE ONLY. ACTUAL PROJECT COSTS WILL BE BASED UPON
AWARDED PROJECT CONTRACT(S)AND ACTUAL REALIZED UNIT PRICE AND LUMP SUM COSTS,
INCLUDING PROPERTY ACQUISITION, ENGINEERING, LEGALAND COMMISSIONING COSTS,ALL OF
WHICH HAVE BEEN ESTIMATED HEREIN BUT WILL NOT BE FINALLY DETERMINED UNTIL THE
COMPLETION OF THE PROJECT AND FINAL COMMISSIONING.
(2) BASED UPON ESTIMATES INCLUDED IN THE PROJECT DEVELOPMENT
REPORT DATED FEBRUARY 1, 2024