HomeMy WebLinkAbout2018-01-22 AgendaMORTON GROVE
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VILLAGE BOARD OF TRUSTEES
REGULAR MEETING NOTICE/AGENDA
TO BE HELD AT THE RICHARD T. FLICKINGER MUNICIPAL CENTER
SCANLON CONFERENCE ROOM
January 22, 2018
6:00 pm
(The hour between 6:00 and 7:00 pm is set aside for Executive Session
per 1-5-7A of the Village of Morton Grove Municipal Code.
If the Agenda does not include an Executive Session, . the meeting will begin at 7:00 pm.)
1. Call to Order
2. Pledge of Allegiance
3. Executive Session
THE BALANCE OF THE MEETING SHALL COMMENCE AT 7:00 PM
IN THE COUNCIL CHAMBERS
OF THE RICHARD T. FLICKINGER MUNICIPAL CENTER
4. Reconvene Meeting
5. Pledge of Allegiance
6. Roll Call
7. Approval of Minutes Regular Meeting — January 8, 2018
8. Special Reports
9. Public Hearings
10. Residents' Comments (agenda items only)
11. President's Report —Administration, Comprehensive Plan, Council of Mayors, Northwest Municipal
Conference, Strategic Plan Committee
a. Proclamation — Village of Morton Grove School Choice Week— January 21-27, 2018
12. Clerk's Report — Condominium Association, Strategic Plan Committee
13. Staff Reports
a. Village Administrator
1) Resolution 18-04 (Introduced January 22, 2018)
Authorizing the Approval and Execution of a Water Supply Agreement by and among the
Morton Grove -Niles Water Commission and the Village of Morton Grove and the Village
of Niles
2) Resolution 18-05 (Introduced January 22, 2018)
Authorizing the Approval of Supplemental Agreement No. 2 between the Morton Grove -
Niles Water Commission and Stanley Consultants, Inc. for Engineering Services for the
Design of Water Transmission Mains and Facility Improvements
3) Resolution 18-06 (Introduced January 22, 2018)
Authorizing the Approval and Execution of a Utility Easement Agreement between the
Morton Grove -Niles Water Commission and the Village of Morton Grove
4) Miscellaneous Reports and Updates
b. Corporation Counsel
14. Reports by Trustees
a. Trustee Grear — Building Department, Community and Economic Development Department,
Lehigh/Ferris TIF, Police Facility Committee, Prairie View TIF, Special Events Commission,
Traffic Safety Commission (Trustee Minx)
1) Resolution 18-03 (Introduced January 22, 2018)
Authorizing an Amendment to a Professional Services Agreement between the Village
and SafeBuilt Illinois, LLC for Plan Review, Code Enforcement, and Inspectional
Services
b. Trustee Minx — Capital Projects, Chamber of Commerce, Natural Resource Commission, Plan
Commission/Zoning Board, Public Works Department, Waukegan Road TIF (Trustee Grear)
1) Ordinance 18-01 (Introduced January 8, 2017) (Second Reading)
Approving a Special Use Permit for a Structure (Water Stand Pipe) Over 40 Feet in
Height at 7900 Nagle Avenue, Morton Grove
2) Resolution 18-07 (Introduced January 22, 2017)
Authorizing the Execution of a Contract Renewal with Ciorba Group, Inc. for
Professional Engineering Services
14. Reports by Trustees (continued)
b. Trustee Minx (continued)
3) Resolution 18-08 (Introduced January 22, 2018)
Authorizing the Execution of a Task Order with Ciorba Group, Inc. for Design
Engineering Services for the Dempster Street Streetscape Project
c. Trustee Ramos —Appearance Commission, Environmental Health, IT, Legal Department
(Trustee Travis)
d. Trustee Thill — Advisory Commission on Aging, Emergency Management Agency, Family and
Senior Services Department, Fire Department, Fire Pension Board, RED Center, SWANCC
(Trustee Witko)
e. Trustee Travis — Community Relations Commission, Dempster Street Corridor Plan, Finance
Advisory Commission, Finance Department (Trustee Ramos)
f. Trustee Witko — Economic Development Commission, Farmers' Market, Fire and Police
Commission, NIPSTA, Police Department, Police Pension Board, Water Commission (Trustee
Thill)
15. Other Business
16. Presentation of Warrants $1,131,318.85
17. Residents' Comments
18. Executive Session — Personnel Matters, Labor Negotiations, Pending Litigation, and Real Estate
19. Adjournment - To ensure full accessibility and equal participation for all interested citizens, individuals with disabilities
who plan to attend and who require certain accommodations in order to observe and/or participate in this meeting, or who
have questions regarding the accessibility of these facilities, are requested to contact Susan or Marlene (847/470-5220)
promptly to allow the Village to make reasonable accommodations.
MINUTES OF A REGULAR MEETING OF THE PRESIDENT
AND THE BOARD OF TRUSTEES OF THE VILLAGE OF MORTON GROVE
COOK COUNTY, ILLINOIS, HELD AT THE
RICHARD T. FLICKINGER MUNICIPAL CENTER
JANUARY 8, 2018
CALL TO ORDER
I — Village President Dan DiMaria convened the meeting at 7:00 pm. in the Council Chambers of
V. Village Hall and led the assemblage in the Pledge of Allegiance.
VI. Village Clerk Eileen Harford called the roll. Present were: Trustees Bill Grear, Rita Minx,
Ed Ramos, John Thill, Connie Travis, and Janine Witko.
APPROVAL OF MINUTES
Regarding the Minutes of the Regular Meeting of December 11, 2017, Trustee Thill moved to
accept the Minutes as presented, seconded by Trustee Minx. Motion passed unanimously via
voice vote.
SPECIAL REPORTS
Plan Commission Case PC17-19 Requesting a Special Use Permit for a Structure over 40 Feet
Village Administrator Ralph Czerwinski presented this case to the Board.
a. Mr. Czerwinski explained that the Morton Grove -Niles Water Commission (MGNWC) filed an
application for a Special Use for a structure over 40 feet in the MW General Manufacturing
District to allow for the construction of a 115 -foot in diameter, 7 million gallon standpipe at
7900 Nagle Avenue. This structure and the associated new water pumping station are part of
the new water supply system that Morton Grove and Niles are designing to allow the Villages
to purchase and obtain water from the City of Evanston. While a water distribution facility is a
permitted use in the M2 General Manufacturing District, the special use permit is for the
increased height for the water standpipe. Mr. Czerwinski said this project did not have any
Appearance Commission implications or Traffic Safety concerns, but a lengthy discussion
ensued during the Plan Commission hearing about how the system works and how it will
integrate to bring water to Morton Grove and Niles. One individual also asked about traffic
congestion during the construction of the distribution facility; but was reassured when told that
access to his site would be available.
Minutes of January 8, 2018 Board Meeting'
IX.
X.
XI.
PUBLIC HEARINGS
NONE
RESIDENTS' COMMENTS (Agenda Items Only)
NONE
PRESIDENT'S REPORT
a. Mayor DiMaria wished everyone a Happy 2018, and said it will be an exciting and successful
year for Morton Grove.
b. Mayor DiMaria thanked the Board and staff for their support of the legacy water project; the
amount of hours everyone is putting in is "over and above" normal work hours. He very much
appreciates everyone's dedication.
c. Mayor DiMaria said that all Niles Township property owners are invited to attend a Property Tax
Appeal Workshop on Wednesday, January 17, from 6:30 p.m. to 8:30 p.m. The workshop will
review how to file a property tax assessment appeal with the Cook County Board of Review. The
workshop will be held in the auditorium of the Skokie Public Library, 5215 Oakton Street, Skokie.
Property tax appeals are being accepted until January 31, 2018. There is no fee required to
appeal your property taxes.
XII. CLERK'S REPORT
Clerk Harford had no report.
XIII. STAFF REPORTS
A. Village Administrator:
1. Mr. Czerwinski said that an update on the water project was being prepared and would be
presented to both the Morton Grove and Niles Village Boards later this month. He thanked Mayor
DiMaria and Trustee Thill, who have been spending time lately meeting with the Metropolitan
Water Reclamation District (MWRD). There is an MWRD canal separating Skokie from
Evanston, and the Morton Grove -Niles Water Commission is looking into the possibility of using
some of the MWRD's land. Mr. Czerwinski said it's a fairly complicated process, because the
Villages need to deal with the MWRD Board, the MWRD legal team, their real estate team, etc.
The Villages are also meeting with the mayor and legal counsel for the Village of Skokie.
Mr. Czerwinski noted that four miles of the water system will be going through Skokie, with very
little return for the Village of Skokie.
a. Mr. Czerwinski thanked Corporation Counsel Liston and special counsel for all of their hard work
on this project. He said many of the easements are already in place, but still, a lot needs to be
done in order to apply for the IEPA funding desired.
2
Minutes of January 8 2018 Board Meeting
XIII.
STAFF REPORTS (continued)
2. Mr. Czerwinski thanked the Board for its patience, and again thanked the mayor and Trustee
Thill for their efforts with the MWRD. He also thanked Director of Public Works Andy DeMonte
for his expertise and the number of hours he's put in on the water project.
a. Mr. Czerwinski noted that there will be a "marketing campaign" to Village residents, to help
increase their awareness of this project. There will be a website for this effort and also a
newsletter.
b. Mr. Czerwinski announced that February is National Restaurant Month, and the Village will again
be giving away ten (10) $25 gift cards to residents who support local Morton Grove restaurants.
To enter the contest, residents should bring or email their Morton Grove restaurant receipt(s)—
they can be "dine -in" or "carry-out"—to Village Hall or to vmq(a)mortonaroveil.orq by March 2.
Receipts must be dated February of 2018. Residents also have the option of taking a photo of
themselves and their friends dining at a Village restaurant in February. Photos can be submitted
to the "Dine MG Contest" page on the Village's website by March 2.
c. Mr. Czerwinski said that residents will receive one raffle ticket for every $25 in receipts or one
raffle ticket for every photo they submit (per restaurant per day of visit). Winning entries will be
drawn at the March 12 Village Board Meeting. Note that ten winning entries will be drawn, with a
maximum of one winner per household.
d. Trustee Thill commented that Mr. Czerwinski had thanked a number of people involved with the
water project, but he wanted Mr. Czerwinski to know that the Board thanks him very much for his
leadership in this initiative.
B. Corporation Counsel:
Corporation Counsel Liston had no report.
XIV.
A. Trustee Grear:
Trustee Grear had no report this evening.
B. Trustee Minx:
TRUSTEES' REPORTS
1. Trustee Minx introduced for a first reading Ordinance 18-01, An Ordinance Approving a Spe-
cial Use Permit For a Structure (Water Standpipe) Over 40 Feet in Height at 7900 Nagle
Avenue, Morton Grove, IL.
She explained that this Ordinance was pursuant to Plan Commission Case PC 17-19, reported
out earlier this evening by Village Administrator Czerwinski.
She said that, as this is the first reading of this Ordinance, no action will be taken this evening.
3
Minutes of January 8, 2018 Board Meeting
XIV.
B. Trustee Minx: (continued)
2. Trustee Minx next presented Resolution 18-01, Authorizing the Execution of a Contract With
Clear Cut Tree Service, Inc. For the 2018 Tree Trimming Program.
a. Trustee Minx explained that the Village has an annual program, dependent on funding
appropriations, to trim trees within the Village's right-of-ways and property. This contract was
bid through a public process in accordance with the Village Code. Three bids were received,
and all exceeded the Engineer's Estimate and available funding. The low bidder is Clear Cut
Tree Service, Inc. Village staff verified the qualifications of Clear Cut Tree Service. The contract
documents allow the Village to delete work from the contract, and Clear Cut Tree Service
expressed their willingness to reduce the scope of work to meet the Village's available funding.
A practical scope of work that meets the Village's funding is $36,775. The contract documents
include a one-year term and allows for renewal in 2019 and 2020. Because this is a unit price
contract, the final contract amount will be based on the actual quantity of work performed.
Trustee Minx moved to adopt Resolution 18-01, seconded by Trustee Witko.
TRUSTEES' REPORTS (continued)
Motion passed: 6 ayes, 0 nays.
Tr. Grear
Tr. Thill
Ays
ays
Tr. Minx
Tr. Travis
Tr. Ramos aye
Tr. Witko aye
3, Trustee Minx then presented Resolution 18-02, Authorizing the Execution of an Agreement
With Concentric Integration for Phase 1 Supervisory Control and Data Acquisition
(SCADA) System Improvements for the Water Distribution SCADA System.
a. She explained that the existing SCADA system was originally installed in 1993, and since then,
updates have been made to now -outdated software, and upgrading of certain hardware items
have been made to sustain limited SCADA operations. In July of 2016, staff determined it was
time to perform major upgrades to the existing SCADA system. They developed a Request
For Qualifications process for consulting integration firms for SCADA Design, Build, and
Maintenance. Public Works then interviewed three selected firms. Subsequently Village staff
selected the firm of Concentric Integration of Crystal Lake, IL as the Village's Water SCADA
Consultant based on their appropriate staff size, 24-hour maintenance service response ability,
and superior project understanding.
b.
Trustee Minx said that, on December 1, 2017, Concentric Integration completed a SCADA
system assessment, which consisted of studying and evaluating the existing SCADA system.
Recommendations for improvements to the SCADA system were reviewed by staff and
discussed over several meetings with Concentric Integration. The improvements recommended
total approximately $310,000. The water operations staff determined it was in the Village's best
interests to phase in the improvements over the next four years, performing the phases on a
priority format. The Phase 1 Proposal from Concentric Integration details five (5) vital
improvements that must be completed in the first half of 2018 in order to meet the Morton Grove -
Niles Water Commission's construction schedule. Concentric Integration has had several
meetings with the Commission in order to properly interface the communications between the
proposed MGNWC Booster Pumping Stations and Morton Grove's existing North and South
Pumping Stations in the second half of 2018. The Phase 1 SCADA improvements total
$122,600.
4
Minutes of January 8 2018 Board Meeting
XIV.
B. Trustee Minx: (continued)
Trustee Minx moved to approve Resolution 18-02, seconded by Trustee Thill.
Motion passed: 6 ayes, 0 nays.
c.
TRUSTEES' REPORTS (continued)
Tr. Grear ayt Tr. Minx Rya Tr. Ramos at
Tr. ThiII ays Tr. Travis at Tr. Witko at
Trustee Thill asked for clarification of what "SCADA" actually does. Andy DeMonte said it's total
water system control telemetry; it basically controls the pumping stations. Trustee Thill com-
mented that this is money well spent.
C. Trustee Ramos:
1. Trustee Ramos presented Ordinance 17-36, Amending Title 3, Chapter 3 of the Municipal
Code Entitled "Law Department," Article A Entitled "Administrative Hearing Department."
This is the second reading of this Ordinance.
Trustee Ramos explained that Article 3A of the Municipal Code established an Administrative
Hearing Department which conducts Administrative Adjudication Hearings to adjudicate
violations of Village ordinances and regulations. Corporation Counsel has recommended the
following amendments:
• Allow for the appointment of additional Adjudication Hearing Officers;
• Formalize the functions of the Adjudication Hearing Administrator;
• Require persons, who after a hearing are found to be in violation of a Village Code
section to pay an Administrative Fee of not less than $50 to partially compensate the
Village for its staff time and other expenditures incurred because of the proceedings;
a.
• Require persons who do not timely pay fines assessed by the Hearing Officer to pay the
costs incurred by the Village for the collection of the fines; and
• Allow for a process to protest a citation without a formal "in person" hearing.
Trustee Ramos moved to adopt Ordinance 17-36, seconded by Trustee Minx.
Motion passed: 6 ayes, 0 nays.
Tr. Grear
Tr. ThiII
Tr. Minx
Tr. Travis
Tr. Ramos
Tr. Witko
aL
b. Trustee Thill asked why the Village would need to appoint additional Adjudication Hearing
Officers. Corporation Counsel Liston said the change allows for the appointment of more than
one hearing officer so that it has a back-up in the event a hearing officer is out of town or is ill.
s
Minutes of January 8, 2018 Board Meeting
XIV.
D. Trustee Thill:
Trustee Thill had no formal report, wished everyone a happy new year.
E. Trustee Travis:
Trustee Travis had no report.
TRUSTEES' REPORTS (continued)
F. Trustee Witko:
1. Trustee Witko introduced for a first reading Ordinance 18-02, Amending Title 1, Chapter 8,
of the Municipal Code by Adding a New Section 16 Entitled "Policy Prohibiting Sexual
Harassment."
a.
b.
c.
d.
She explained that, due to the recent recognition and proliferation of sexual predators throughout
the country, the State of Illinois, on November 16, 2017, adopted Public Act 100-0554, which
requires the Village to adopt an ordinance establishing a policy to recognize and prohibit sexual
harassment. The Illinois Municipal League (IML) has drafted a model policy on sexual
harassment. This Ordinance will incorporate the IML's policy in the Municipal Code.
Trustee Witko noted the State requires the Village to adopt of this policy before January 15,
2018. In order to meet that deadline, it is necessary to waive the second reading of this
Ordinance.
Trustee Witko therefore moved, seconded by Trustee Thill, to waive the second reading of
Ordinance 18-02.
Trustee Grear asked Corporation Counsel Liston if only having one Village Board meeting in
December was the reason why this Ordinance is seemingly being rushed. She responded that it
had more to do with the fact that the Village was waiting for the IML's model ordinance.
Mayor DiMaria called for the vote on the motion to waive the second reading of Ordinance 18-02.
Motion passed: 6 ayes, 0 nays.
Tr. Grear
Tr. Thill
Ayg
Tr. Minx
Tr. Travis
ave
Tr. Ramos
Tr. Witko
Trustee Witko then moved to adopt Ordinance 18-02, seconded by Trustee Minx.
Motion passed: 6 ayes, 0 nays.
Tr. Grear
Tr. Thill
Ayg
Tr. Minx
Tr. Travis
Tr. Ramos
Tr. Witko
Ays
Ayg
Trustee Thill had several questions regarding the Village's liability if an employee were to be
accused of sexual harassment. She said they could discuss it offline.
6
XV.
XVI.
XVII.
XVIII
OTHER BUSINESS
NONE
Minutes of January 8 2018 Board Meeting
WARRANTS
Trustee Travis presented two Warrant Registers: the Warrant Register for December 25, 2017,
in the amount of $558,585.52, and the Warrant Register for January 8, 2018 in the amount of
$497,191.65. She moved that the Warrants be approved as presented. Trustee Thill seconded
the motion.
Motion passed: 6 ayes, 0 nays.
Tr. Grear
Tr. ThillRya
g3L?
Tr. Minx
Tr. Travis
gyt
Tr. Ramos
Tr. Witko
RESIDENTS' COMMENTS
NONE
ADJOURNMENT
Trustee Thill moved to adjourn the meeting, seconded by Trustee Minx.
Motion passed: 6 ayes, 0 nays.
Tr. Grear Tr. Minx ays Tr. Ramos awe
Tr. Thill Tr. Travis Ay& Tr. Witko ave
The meeting adjourned at 7:37 p.m.
7
PASSED this 22nd day of January, 2018.
Trustee Grear
Trustee Minx
Trustee Ramos
Trustee Thill
Trustee Travis
Trustee Witko
APPROVED by me this 22nd day of January, 2018.
Daniel P. DiMaria, Village President
Board of Trustees, Morton Grove, Illinois
APPROVED and FILED in my office this 23rd day of January, 2018.
Eileen Scanlon Harford, Village Clerk
Village of Morton Grove, Cook County, Illinois
Minutes by: Teresa Cousar
8
rnthtmafinn
Village of Morton Grove
WHEREAS, children in the Village of Morton Grove should have access to the highest quality of
education possible; and
WHEREAS, the Village of Morton Grove recognizes the important role an effective education plays
in preparing all children to be successful adults; and
WHEREAS, quality education is critically important to the economic vitality of all communities; and
WHEREAS, the Village of Morton Grove is home to a variety of very highly qualified public and
nonpublic schools from which parents can choose to send their children; along with families who choose to
educate their children in their home; and
WHEREAS, educational variety not only helps to diversify the Village's economy, but it also
enhances the vibrancy of our community as a whole; and
WHEREAS, the Village has many high quality teaching professionals in all types of school settings
who are committed to educating all children within our fine community.
NOW, THEREFORE, I, Daniel P. DiMaria, Mayor of the Village of Morton Grove, Illinois, do
hereby proclaim January 21-27, 2018, as
VILLAGE OF MORTON GROVE SCHOOL CHOICE WEEK
in Morton Grove and encourage all residents to raise their awareness of the need for effective educational
options, because our children are our strongest resource in keeping Morton Grove a growing and vital place
to live, work, and play.
IN WITNESS WHEREOF, I have hereunto set my hand and caused to
be affixed the seal of the Village of Morton Grove.
Daniel P. DiMaria, Village President
Legislative Summary
Resolution 18-04
AUTHORIZING THE APPROVAL AND EXECUTION OF
A WATER SUPPLY AGREEMENT
BY AND AMONG THE MORTON GROVE-NILES WATER COMMISSION AND
THE VILLAGE OF MORTON GROVE AND THE VILLAGE OF NILES
Introduced:
Synopsis:
Background:
Departments
Affected:
Fiscal Impact:
Source of
Funds:
Work Impact:
Admin
Recommend:
Second
Reading:
Special
Consider or
Requirements:
January 22, 2018
This Resolution will authorize a Water Supply Agreement by and among the Morton Grove -Niles Water
Commission and the Village of Morton Grove and the Village of Niles ("WSA") to provide for the
establishment of water rates to be paid by the Village of Morton Grove and the Village of Niles to the
Morton Grove -Niles Water Commission and set terms for the quality and quantity of water to be sold,
various operating procedures, and other purposes which may come forth. The WSA will have an initial
term of forty years with an option for two additional ten year terms.
The Villages of Niles and Morton Grove currently purchase water from the City of Chicago. Morton
Grove's current 10 -year contract with Chicago expires in 2018 and Niles' contract expires in 2019. The
contract allows the City of Chicago to unilaterally determine the water rate paid by the Village. Since
2008, the water rate charged by Chicago has risen by 114%. In 2017, the Villages of Morton Grove and
Niles ("the Villages) entered into a 40 year water supply agreement with the city of Evanston which
would allow the Villages to purchase Lake Michigan water at lower and stable rates. The Villages then
established the Morton Grove -Niles Water Commission ("MGNWC") pursuant to Village of Morton
Grove Ordinance 17-05 and Village of Niles Ordinance 2017-19 in order to construct and operate a
water system from the connection point with the City of Evanston's Water System and the existing
water receiving storage facilities in Morton Grove and Niles.
Pursuant to the WSA, the MGNWC will deliver water to Morton Grove's North (8820 National) and
South (6702 Oakton) Pumping Stations Morton Grove will pay a rate set annually calculated by
dividing the cost to (I) purchase water, (2) maintain and operate the MGNWC System, and (3) pay the
financing costs for the construction of the water system pro -ratably between Morton Grove and Niles
based on each Village's respective water usage.
Legal, Administration, and Public Works, Finance Departments
A lower water rate will allow the Village to invest additional funds to upgrade and maintain its local
water infrastructure, as well as provide stable rates to residents and local businesses.
Morton Grove -Niles Water Commission
The Village Administrator Public Works Director, Village Engineer, Finance Director and Corporation
Counsel will oversee the implementation of the Agreement.
Approval as presented.
Not required.
None
Respectfully submitted: / Gfi
Reviewed by:
1p E. Czerwinski
Prepared by:
Teresa Hoffman Lis in, C'rporation Counsel
Reviewed by:
RESOLUTION 18-04
AUTHORIZING THE APPROVAL AND EXECUTION OF A
WATER SUPPLY AGREEMENT
BY AND AMONG THE MORTON GROVE-NILES WATER COMMISSION AND
THE VILLAGE OF MORTON GROVE AND THE VILLAGE OF NILES
WHEREAS, the Village of Morton Grove (Village), located in Cook County, Illinois is a
home rule unit of government under the provisions of Article 7 of the Constitution of the State of
Illinois, can exercise any power and perform any function pertaining to its government affairs,
including but not limited to the power to tax and incur debt; and
WHEREAS, in 2017, the Morton Grove -Niles Water Commission ("MGNWC" or
"Commission") was established by the Village of Morton Grove, ("Morton Grove") Ordinance No. 17-
5, and the Village of Niles, ("Niles") Ordinance No. 2017-19, pursuant to Division 135 of Article 11 of
the Illinois Municipal Code (65 ILCS 5/11-135-1, et seq.) ("Division 135") in order to construct and
operate a public water supply system (the "MGNWC System"); and
WHEREAS, the MGNWC is currently constructing the MGNWC water system, which will
serve as a common source of Lake Michigan water for the Villages and will consist of water
transmission mains, pumping, storage, and other related water delivery and receiving infrastructure
between a connection point on the Evanston Water System near the intersection of Emerson Street and
McCormick Boulevard and the existing water receiving storage facilities of Niles and Morton Grove
(the "MGNWC Water System"); and
WHEREAS, the MGNWC is preparing to issue and sell revenue bonds to finance the
construction of the MGNWC Water System, which may include alternate revenue bonds and has
applied for Public Water Supply Loans through the State Revolving Funds ("SRF") from the Illinois
Environmental Protection Agency (IEPA Loans) in an amount adequate to complete the construction
of the MGNWC Water System; and
WHEREAS, the MGNWC, Morton Grove and Niles desire to approve and enter into an
Agreement entitled "Water Supply Agreement by and among the Morton Grove -Niles Water
Commission and the Village of Morton Grove and the Village of Niles" ("WSA") in order to provide
for the establishment of water rates to be paid by Morton Grove and Niles to the MGNWC and to set
terms for the quality and quantity of water to be sold, the operational procedures related to the
maintenance of the MGNWC Water Systems, and for other purposes set forth in the WSA. A copy of
the WSA is attached hereto as Exhibit "A" and made a part hereof; and
WHEREAS, the MGNWC will use the WSA as the basis for obtaining credit and as the source
of funds for payment of the principal, if any, and interest on its loans and bonds, for the payment of its
maintenance and operating expenses, and for the establishment and maintenance of accounts and
reserves for such purposes as may be required or authorized by applicable statutes and the ordinance or
ordinances authorizing the issuance of its bonds; and
WHEREAS, the WSA will have an initial term of forty (40) years with the option for two
additional ten (10) year terms; and
WHEREAS, the water rate to be paid by Morton Grove and Niles pursuant to the WSA will be
based on a formula so that each Village will pay its pro -rata share of the costs to purchase water from
Evanston, the debt service on the MGNWC's loans and bonds, and the maintenance and operating
expenses of the MGNWC Water System; and
WHEREAS, neither the MGNCW, Morton Grove and Niles are surrendering any of their
rights to the ownership and operation of their respective water systems pursuant to this WSA; and
WHEREAS, the MGNWC, Morton Grove and Niles have each taken all necessary steps for
the adoption of this WSA as a legal and binding document among them, and the individuals executing
this WSA have been duly authorized to do so; and
WHEREAS, the MGNWC Board and the corporate authorities of the Village of Morton Grove
and the Village of Niles are authorized to enter into this WSA pursuant to Article VII, Section 10 of
the 1970 Constitution of the State of Illinois, the Illinois Intergovernmental Cooperation Act, 5 ILCS
220/1 et seq. and the Illinois Municipal Code (65 ILCS 5/1, et seg., including Division 135); and
WHEREAS, the MGNWC Board and the corporate authorities of the Village of Morton Grove
and the Village of Niles have found entering into this WSA will promote public health, safety and
welfare, and that it is in the mutual best interests of all Parties to approve and enter into this WSA.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF MORTON GROVE, ILLINOIS, AS FOLLOWS:
SECTION 1: Each Whereas paragraph above is incorporated by reference into this Section 1
and made a part hereof as material and operative provisions of this Resolution.
SECTION 2: The President and Board of Trustees of the Village of Morton Grove authorize
and approve the agreement entitled "Water Supply Agreement by and among the Morton Grove -Niles
Water Commission and the Village of Morton Grove and the Village of Niles" (the "WSA") attached
hereto as Exhibit "A".
SECTION 3: The President and Board of Trustees of the Village of Morton Grove authorize
and direct the Village President to sign and the Village Clerk to attest to the final version of the WSA,
which may contain certain non -substantive modifications that are approved by the Village Manager of
Niles and the Village Administrator of Morton Grove; and further authorize the Village Administrator
or his designees to execute and deliver all other instruments and documents and pay all costs and fees
necessary to fulfill Morton Grove's obligations under the WSA.
SECTION 4: This Resolution shall be in full force and effect from and after its adoption and
approval as provided by law.
PASSED this 22nd day of January 2018.
Trustee Grear
Trustee Minx
Trustee Ramos
Trustee Thill
Trustee Travis
Trustee Witko
APPROVED by me this 22nd day of January 2018.
Daniel P. DiMaria, Village President
Village of Morton Grove
Cook County, Illinois
ATTESTED and FILED in my office
this 23`d day of January 2018.
Eileen Scanlon Harford, Village Clerk
Village of Morton Grove
Cook County, Illinois
WATER SUPPLY AGREEMENT
BY AND AMONG
THE MORTON GROVE-NILES WATER COMMISSION
AND
THE VILLAGE OF MORTON GROVE
AND
THE VILLAGE OF NILES
Dated: ,2018
WATER SUPPLY AGREEMENT
BY AND AMONG THE MORTON GROVE-NILES WATER COMMISSION AND
THE VILLAGE OF MORTON GROVE AND THE VILLAGE OF NILES
THIS WATER SUPPLY AGREEMENT, dated as of 2018 ("Agreement" or
"WSA"), is made by and among the Morton Grove -Niles Water Commission ("MGNWC" or
"Commission"), a water commission created by an intergovernmental agreement that was
approved pursuant to Division 135 of Article 11 of the Illinois Municipal Code (65 ILCS 5/11-
135-1, et seq.) ("Division 135"), Article VII, Section 10 of the 1970 Constitution of the State of
Illinois and the Illinois Intergovernmental Cooperation Act (§ 5 ILCS 220/1, et seq.), and the
Village of Morton Grove and the Village of Niles. The MGNWC, Morton Grove and Niles are
referenced in this WSA at times collectively as the "Parties" and individually as a "Party" and
Morton Grove and Niles are referenced in this WSA at times collectively as the "Villages".
RECITALS
WHEREAS, the Village of Morton Grove ("Morton Grove") is an Illinois home rule
municipal corporation located in Cook County, Illinois, the Village of Niles ("Niles") is an Illinois
home rule municipal corporation located in Cook County, Illinois, and the City of Evanston
("Evanston") is an Illinois home rule municipal corporation located in Cook County, Illinois; and
WHEREAS, Evanston is the owner and operator of a water system providing intake,
treatment and distribution facilities for Lake Michigan water, consisting of transmission mains,
reservoirs, pumping stations and related facilities capable of supplying Lake Michigan water to
meet the requirements of Morton Grove and Niles (the "Evanston System" or the "Evanston
Water System"); and
WHEREAS, in 2017, the corporate authorities of Evanston, Morton Grove, and Niles,
each adopted an Ordinance or Resolutions that authorized the approval and execution of an
agreement entitled "Water Supply Agreement Between The City Of Evanston And The Village Of
Morton Grove And The Village Of Niles" (the "Evanston WSA" or the "Evanston Water Supply
Agreement") which requires Evanston to supply Morton Grove and Niles their full water needs.
The respective Ordinance and Resolutions approving the Water Supply Agreement are
identified as follows: Evanston approved Ordinance Number 5-0-17 on February 13, 2017;
Morton Grove approved Resolution Number 17-03 on January 23, 2017; and Niles approved
Resolution Number 2017-02R on January 24, 2017; and
WHEREAS, after the approval of the Evanston Water Supply Agreement, the MGNWC
was established by an intergovernmental agreement entitled "Intergovernmental Agreement
For The Establishment And Operation of The Morton Grove -Niles Water Commission And For
The Purchase And Sale Of Water To The Commission For Commission Use And To Commission
Wholesale Water Customers" (the "IGA") that was approved by Morton Grove and Niles by the
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adoption of ordinances (Morton Grove Ordinance 17-5 adopted on March 13, 2017, and Niles
Ordinance No. 2017-19 adopted on March 14, 2017); and
WHERAS, pursuant to Section 15 (MG -N Option to Create a JAWA or a Water
Commission; Assignment) of the Evanston WSA, upon the creation of the MGNWC, all of
Morton Groves' and Niles' rights and obligations under the Evanston WSA were automatically
assigned to, and assumed by the MGNWC; and
WHEREAS, the IGA provides for the governance and operation of the MGNWC and also
established the Board of Commissioners of the Morton Grove -Niles Water Commission (the
"MGNWC Board") to govern the MGNWC. The MGNWC's primary purpose is the construction
and operation of a public water supply system (the "MGNWC System" or the "Water System" or
the "System") to serve Morton Grove and Niles and their residents, property owners and
businesses and potentially other water customers with drinkable Lake Michigan water from
Evanston's Water System; and
WHEREAS, the MGNWC is currently constructing the MGNWC water system, which will
serve as a common source of supply of Lake Michigan water for the Villages and will consist of
water transmission mains, pumping, storage, and other related water delivery and receiving
infrastructure between a connection point on the Evanston Water System near the intersection
of Emerson Street and McCormick Boulevard and the existing water receiving storage facilities
of Niles and Morton Grove (the "MGNWC Water System" or the "MGNWC System"); and
WHEREAS, under the Evanston WSA, Morton Grove and Niles agreed to purchase Lake
Michigan water from Evanston through the MGNWC, in amounts equal to the lesser of each
Village's Full Water Requirements or the water allocation approved by the State of Illinois or
the amount otherwise made available under the Evanston WSA. Accordingly, the MGNWC
agrees to deliver and sell to the Villages and the Villages agree to receive and purchase Lake
Michigan Water from the MGNWC in accordance with the terms and conditions set forth in this
WSA, the IGA and the Evanston WSA; and
WHEREAS, subject to the terms of the IGA and the Evanston WSA, Morton Grove and
Niles recognize that the MGNWC is authorized to provide Lake Michigan water to additional
customers; and
WHEREAS, the MGNWC is preparing to issue and sell its revenue bonds, which may
include alternate revenue bonds and has applied for Public Water Supply Loans through the
State Revolving Funds ("SRF") from the Illinois Environmental Protection Agency ("IEPA Loans")
in an amount adequate to complete the construction of the MGNWC Water System and for
such other purposes as may be required or authorized by applicable statutes or in the
ordinance or ordinances authorizing the issuance of such IEPA Loans and/or bonds (such IEPA
Loans, bonds together with any additional bonds issued by the MGNWC for the completion,
reconstruction, replacement, improvement, alteration or extension of the MGNWC Water
System, and any bonds issued to refund such bonds, either as to principal or interest, or for
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making deposits in reserve funds and accounts, or for paying capitalized interest, and for paying
the costs of issuance of such bonds and IEPA Loans, hereinafter referred to as ("the Bonds");
and
WHEREAS, the MGNWC and the Villages desire to enter into this WSA in order to
consolidate the provisions of the aforementioned Evanston WSA and the IGA and to provide for
the establishment of water rates to be paid by the Villages to the MGNWC; and
WHEREAS, the MGNWC and the Villages each acknowledge that the MGNWC will use
this WSA as the basis for obtaining credit through the issuance of the Bonds and as the source
of funds for payment of the principal, if any, and interest on the Bonds, for the payment of its
maintenance and operating expenses, and for the establishment and maintenance of accounts
and reserves for such purposes as may be required or authorized by applicable statutes and the
ordinance or ordinances authorizing the issuance of the Bonds; and
WHEREAS, by the execution of this WSA, the Villages are surrendering none of their
rights to the ownership and operation of their respective Water Systems, nor is the MGNWC
surrendering any of its rights to the ownership and operation of the MGNWC Water System,
but each expressly asserts its ownership of and continued right to operate such Water Systems
consistent with this WSA; and
WHEREAS, the Parties have each taken all necessary steps for the adoption of this WSA
as a legal and binding document among them, and the individuals executing this WSA have
been duly authorized to do so; and
WHEREAS, the MGNWC Board and the corporate authorities of the Village of Morton
Grove and the Village of Niles are authorized to enter into this WSA pursuant to Article VII,
Section 10 of the 1970 Constitution of the State of Illinois, the Illinois Intergovernmental
Cooperation Act, 5 ILCS 220/1 et seq. and the Illinois Municipal Code (65 ILCS 5/1, et seq.,
including Division 135); and
WHEREAS, the MGNWC Board and the corporate authorities of the Village of Morton
Grove and the Village of Niles have found that entering into this WSA will promote public
health, safety and welfare, and that it is in the mutual best interests of all Parties to approve
and enter into this WSA.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED
HEREIN, THE PARTIES AGREE AS FOLLOWS:
Section 1. INCORPORATION
The above Recitals are incorporated herein by reference, as if set out in full. Section numbers
and captions are for reference and convenience only and do not expand or limit the meaning as
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contained in the text of this WSA. A definition in the singular may be used in the plural, and
vice -versa.
Section 2. DEFINITIONS
All terms defined in the IGA shall have the same meaning in this WSA, unless specifically
provided otherwise herein.
Section 3. SUBORDINATION
Except as specifically provided otherwise in this WSA, the terms and conditions contained in
this WSA are not intended to supersede, and are subordinate to, the IGA. The Parties, through
this WSA, seek to exercise and maintain all sovereign rights granted to them under and through
the United States Constitution, the 1970 Illinois Constitution and the laws of the State of Illinois.
However, this WSA shall be subject to all valid rules, regulations and laws applicable hereto
passed or promulgated by the United States of America, the State of Illinois, or any
governmental body or agency having lawful jurisdiction or any authorized representative or
agency of any of them; provided, however, that this clause shall not be construed as waiving
the right of any Party to challenge the validity of such rule, regulation or law on any basis,
including the impairment of this WSA.
Section 4. WATER SUPPLY
A. Quality.
a. The MGNWC has and shall provide in any and all contracts for its water supply
that all water delivered to the MGNWC under said contracts shall be drinkable
water of such quality, at the Point of Delivery that meets or exceeds applicable
requirements of any Federal, State or local agency as shall have jurisdiction from
time to time for establishing public water supply standards.
b. The MGNWC shall supply the Villages with drinkable water of a quality that
meets or exceeds standards and regulations of all applicable Federal and State or
local agencies as shall have jurisdiction from time to time for establishing public
water supply standards.
c. The MGNWC shall use its best efforts to prevent contamination during
transmission through the MGNWC System to the respective Points of Delivery to
the Villages. The MGNWC shall not, however, be responsible for water treatment
except to the extent necessary to maintain bacteriological standards in
accordance with applicable regulations of the State of Illinois.
d. The MGNWC bears no degree of responsibility for the water quality beyond the
respective Points of Delivery to the Villages.
e. The MGNWC shall not deliver any water other than lake Michigan water to the
Villages without prior written notice to and approval of the Villages.
B. Quantity to be sold to Morton Grove.
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a. Subject to the provisions stated in this WSA, Morton Grove agree to
purchase from the MGNWC and the MGNWC agrees to sell to Morton
Grove an amount of Lake Michigan water necessary from time to time to
serve the Full Water Requirements of Morton Grove and its current and
future customers within its corporate boundaries and its current
customers outside of its corporate boundaries listed in attached Exhibit
"A" ("Retail Customers of Morton Grove"), including municipal use,
system leakage and metering losses, located within or without the
corporate limits of Morton Grove ("Morton Grove's Full Water
Requirements"). Morton Grove is responsible to obtain and maintain a
water allocation from the Illinois Department of Natural Resources
("IDNR") for its Full Water Requirements. In this WSA, "Morton Grove's
Average Daily Demand" or "Morton Grove ADD" means the IDNR water
allocations for Morton Grove. MGNWC's obligation to deliver water to
Morton Grove during each calendar year shall be limited to Morton
Grove's Average Daily Demand in effect for such calendar year times 365
days. MGNWC shall not be obligated hereunder to provide to Morton
Grove water for resale by Morton Grove to any person other than the
Retail Customers of Morton Grove without the written consent of the
MGNWC and Niles.
b. The maximum quantity of water that the MGNWC shall be required to
deliver to Morton Grove in any one day shall be an amount equal to 1.65
times of Morton Grove's then Average Daily Demand.
c. The current Maximum Flow Rate ("MFR") at Points of Delivery by
MGNWC to Morton Grove shall be 6.402 Million Gallons Per Day ("MGD")
The MFR to Morton Grove is based on the IDNR water allocation assigned
to Morton Grove multiplied by a 1.65 peaking factor. The illustrative
formula for calculating the MFR for the Village: Morton Grove Year 2030
IDNR water allocation = 3.880 x 1.65 = 6.402 Million Gallons per Day
("MGD").
d. MGNWC agrees to not utilize off-peak pumping to meet Morton Grove's
water requirements, unless requested by Morton Grove.
e. The MGNWC agrees to keep in force the Evanston WSA and any renewal
agreements with Evanston for Lake Michigan water as will meet the Full
Water Requirements of Morton Grove and Niles, under such terms and
conditions as are most advantageous to Morton Grove, Niles and the
MGNWC.
C. Quantity to be sold to Niles.
a. Subject to the provisions stated in this WSA, Niles agree to purchase from
the MGNWC and the MGNWC agrees to sell to Niles an amount of Lake
Michigan water necessary from time to time to serve the Full Water
Requirements of Niles and its current and future customers within its
corporate boundaries and its current customers outside of its corporate
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boundaries listed in attached Exhibit "B" ("Retail Customers of Niles")
including municipal use, system leakage and metering losses, located
within or without the corporate limits of Niles ("Niles' Full Water
Requirements"). Niles is responsible to obtain and maintain a water
allocation from the Illinois Department of Natural Resources ("IDNR") for
its Full Water Requirements. In this WSA, "Niles' Average Daily Demand"
or "Niles ADD" means the IDNR water allocations for Niles. MGNWC's
obligation to deliver water to Niles during each calendar year shall be
limited to Niles' ADD in effect for such calendar year times 365 days.
MGNWC shall not be obligated hereunder to provide to Niles water for
resale by to any person other than the Retail Customers of Niles without
the written consent of the MGNWC and Morton Grove.
b. The maximum quantity of water that the MGNWC shall be required to
deliver to Niles in any one day shall be an amount equal to 1.65 times of
Niles' then Average Daily Demand.
c. The current MFR at Points of Delivery by MGNWC to Niles shall be 8.491
MGD. The MFR to Niles is based on the IDNR water allocation assigned to
Niles multiplied by a 1.65 peaking factor. The illustrative formula for
calculating the MFR for the Village: Niles Year 2030 IDNR water allocation
= 5.146 x 1.65 = 8.491 MGD.
d. MGNWC agrees to not utilize off-peak pumping to meet Niles's water
requirements, unless requested by Niles.
e. The MGNWC agrees to keep in force the Evanston WSA and any renewal
agreements with Evanston for Lake Michigan water as will meet the Full
Water Requirements of Morton Grove and Niles, under such terms and
conditions as are most advantageous to Morton Grove, Niles and the
MGNWC.
D. Villages' Storage Requirements. Each Village shall provide facilities adequate at all
times to receive all water required to be delivered hereunder, and shall provide
storage capacity for not less than their respective ADD.
E. MGNWC Obligation. The MGNWC shall use its best efforts to become and remain in
a position to furnish water as herein contracted to be sold to the Villages, but its
obligation hereunder shall be limited by the completion and capacity of the MGNWC
Water System, the amount of water from time to time available to the MGNWC,
accounting for ordinary transmission loss, including standard metering error,
between the MGNWC's source of supply and the Points of Delivery, and contracts
between the MGNWC and its other customers. The MGNWC shall use reasonable
care and diligence to provide a constant supply of water as herein provided for, but
reserves the right at any time to turn off the water in its mains for emergency and
maintenance purposes. The MGNWC shall give, at least forty-eight (48) hours' notice
of any such turn-off, except that in emergencies it shall give notice which is
reasonable under the particular circumstances.
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F. Take -or -Pay Obligation. If at any time any Village fails to take from the MGNWC its
Full Water Requirements for whatever reason, that Village shall nevertheless be
deemed to be taking such Full Water Requirements from the Commission for
purposes of determining payments due the Commission under Section 9 (Charges;
Computation and Terms of Payment) of this WSA. Each of the Villages acknowledges
its unconditional obligation to make all payments coming due under Section 9 on the
basis of its Full Water Requirements regardless of whether all or any portion of its
Full Water Requirements are or are not received from or delivered by the MGNWC,
regardless of the reason for any failure to receive or deliver such Full Water
Requirements.
G. Limited Supply. In the event that it should become necessary for the MGNWC to
limit the delivery of water through the MGNWC Water System for any reason
("Limited Supply"), each of the Village shall be entitled to receive during such period
of Limited Supply its respective pro -rata share, based upon the Village's Adjusted
Shares (as defined under Section 9 (Charges; Computation and Terms of Payment) of
this WSA) for the most recent quarterly billing period, of water available for delivery
to the Villages. Nothing in this WSA shall be construed to prohibit the Villages from
serving their customers in cases of emergency from any source other than the
MGNWC. It is expressly understood and agreed, however, that each of the Villages
shall nevertheless be deemed to be taking its respective Full Water Requirements
during any such period of Limited Supply or emergency for the purpose of
determining payments due from it to the MGNWC under Section 9 hereof, and no
such Limited Supply or emergency shall in any way affect or relieve the Village's
respective payment obligations hereunder. The MGNWC shall use due diligence to
operate the MGNWC System during any period of Limited Supply to provide water
to the Villages insofar as practicable, and shall, as promptly as possible, take such
actions, including expediting repairs or adjustments, as are necessary to restore
delivery to the Villages. If the MGNWC is required to temporarily restrict the supply
of water or if Evanston temporarily restricts the supply of water to MGNWC, the
MGNWC shall deliver immediate written notice to the Village that explains the
reason(s) for the restriction, identifies the estimated reduction in the volume of
water to be supplied to the Village and the anticipated duration of the reduction in
water supply service. All notices regarding water restrictions imposed by Evanston
shall be promptly forwarded to the Village.
Section 5. TITLE TO WATER.
Title to all water, supplied under this WSA and under the Evanston WSA and other water supply
agreements entered into by the MGNWC, shall remain in the name of the MGNWC upon
receipt of such water from Evanston or other water suppliers, and title shall pass to Morton
Grove and Niles respectively immediately upon passage through the meter(s) and entry into the
respective Water Systems of Morton Grove or Niles.
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Section 6. POINTS OF DELIVERY
A. Each Village's "Points of Delivery" shall be defined as the points of outlet where the
water delivered hereunder leaves the MGNWC's Water System and enters such
Village's receiving storage facilities. The Village's Points of Delivery and the
respective elevations for each are as follows:
a. Morton Grove:
i.) 8820 National Avenue, Morton Grove, Illinois (North Reservoir)
Elevation: 644 ft.
ii.) 6702 Oakton Street, Morton Grove, Illinois (South Reservoir)
Elevation: 622 ft.
b. Niles:
i.) 7114 Touhy Avenue, Niles, Illinois (Niles Main Reservoir)
Elevation: 632 ft.
ii.) 7900 Nagle, Morton Grove, Illinois
(Water delivered at Niles Water System operating pressure)
B. Delivery Pressure. The Commission will supply water at a minimum pressure of 40
psi (92 ft. of water) as measured at the average ground surface elevation at all
Points of Delivery. Except as specifically agreed otherwise in this WSA, water shall be
delivered at atmospheric pressure such that an air gap exists between the MGNWC's
Water Supply System and each Village's receiving storage facilities; provided,
however, that in the case of Niles' Point of Delivery at 7900 Nagle, Morton Grove,
Illinois water shall be delivered at direct pressure and backflow prevention
equipment will be provided and maintained in good working order at all times by
Niles at Niles' expense.
Section 7. FACILITIES, EQUIPMENT AND OPERATION
A. Systems Responsibilities. The MGNWC and the Villages will each, at its own
expense, operate, maintain, replace and improve their respective Water Systems
and facilities as necessary for the MGNWC to deliver Lake Michigan water to each
Village and for each Village to receive Lake Michigan water and deliver said water
to its customers during the term of and any extensions of this WSA.
B. Village Charges and Rates Covenant. Each of the Villages covenants to establish
such charges and rates for water supplied by it to consumers as will be sufficient at
all times (1) to pay the cost of operation and maintenance of its Water System,
including those amounts necessary to pay the charges and rates established by the
MGNWC hereunder; (2) to provide an adequate depreciation fund for its Water
System; and (3) to pay the principal of and interest on all of the Bonds payable
from the revenues of its Water System and to meet all other requirements of any
ordinances authorizing the Bonds.
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C. License Granted. The MGNWC and the Villages grant to each other, for the term of
this WSA, a license for the right to interconnect their respective Water Systems
and facilities, and access and use the Water Systems and facilities of the other for
the purposes set forth in this WSA.
D. Supervisory Control and Data Acquisition. The Villages and the MGNWC shall
provide and maintain any and all devices (e.g., Supervisory Control and Data
Acquisition ("SCADA") system) and related technology, in an interconnected
manner, reasonably necessary for the purpose of controlling, measuring,
transmitting and recording flows and leak detection of the supply of water
furnished to the Villages, and for the transmitting and recording of pressures,
reservoir levels, leakage, and other required operational information. The MGNWC
with support from the City of Evanston will operate and control the control valves
at the MGNWC's booster station / receiving reservoir(s) through the use of the
SCADA system. The system operators of the MGNWC System and each Village
Water System shall have access to and shall share this information on a "real-time"
daily basis.
a. The MGNWC shall in real time provide to each Village the following SCADA
information, except during SCADA failure:
i). total plant flow data;
ii). flow through the Village master meter data;
iii). pressure and flow at the following locations:
(a) Incoming water main at the booster station (influent side);
(b) Discharge water main at the booster station (effluent side);
(c) Transition water main telemetry as available;
(d) Incoming water main at the Nagle Ave. Pumping Station
(influent side);
(e) Discharge water main at the Nagle Ave. Pumping Station
(effluent side); and
(f) Distribution water main telemetry as available;
iv). MGNWC control valve position;
v). Nagle Ave Pumping Station water reservoir/standpipe elevations;
vi). available telemetry for pumps dedicated to Morton Grove;
vii). available telemetry for pumps dedicated to Niles; and
viii). any security surveillance telemetry or video at the Nagle Avenue
Pumping Station.
b. The Villages shall, in real time, provide to the MGNWC incoming and outgoing
flow data from each receiving reservoir as well as the water level in each
receiving reservoir, except during SCADA system failure or mutual agreement.
The Parties agree to promptly repair any SCADA system failures.
E. Inspections. Each Party may inspect the other Parties' Water System facilities and
perform any tests deemed reasonably necessary to protect the Parties' rights or
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fulfill the Parties' obligations under this WSA. Except in emergencies, inspections
shall be conducted during normal business hours with forty eight (48) hours advance
by written notice to the receiving Parties and shall comply with all security
protocols. A designated representative of the receiving Parties shall be present
during any on-site visit or inspection. The receiving Parties shall cooperate in
scheduling such on-site visits and inspections.
F. Permits and Approvals. The MGNWC and the Villages will assist each other in
obtaining all required governmental and regulatory permits, licenses, inspections,
approvals and access to public rights-of-way for any construction of or work on the
Villages' Water System or construction of or work on the MGNWC System, provided
the MGNWC and the Villages have reviewed and approved the plans and
specifications as provided herein.
G. Reservoir Storage. Each Village's Water System shall be operated so as to properly
utilize reservoir storage within the Village's Water System and its customer's
connections in such a manner as to assist the MGNWC in maintaining a balanced
flow within the MGNWC System.
H. Maintenance. Each Party shall provide the other Parties with prior written notice of
scheduled maintenance and repair to the MGNWC System or a Village Water System
that may impact water supply and service in accordance with the notice provisions
of the Evanston WSA (Le., written notice to the other Parties of not less than five (5)
calendar days prior to the work). Scheduled maintenance to water system
infrastructure during peak demand periods shall be avoided to the extent possible.
Notice of emergency maintenance or repair will be provided by the Party performing
the maintenance and repair to the other Parties as soon as practicable under the
circumstances. Each Party agrees to maintain their respective Water Systems in
accordance with the manufacturers' warranty and operational specifications.
I. Surges and Back -Flows. No surges or back -flows into any Party's Water System are
allowable under this WSA.
J. Village Responsibility for Damage to the MGNWC System. Each Village is responsible
for damage to the MGNWC System or the Water System of Morton Grove or Niles
due to surges and back -flows caused by malfunction or misuse of its own Village
Water System, including, without limitation, valve operation or pump station
operation, excluding damage where the MGNWC is responsible for the operation of
the Village's Water System, including, without limitation, its valve operation or
booster/pump station. At the request of MGNWC, either or both Villages shall install
a flow control system and a pressure recording system consisting of remotely
operated flow control valve(s) at the Village receiving reservoir(s). The Villages shall
provide the necessary equipment to transmit pressures, rates of flow and receiving
reservoir(s) elevations prior to delivery of water by the MGNWC. All devices
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necessary for the control and transmission of pressures, levels and rates of flow of
water furnished to a Village that are part of that Village's Water System shall be
provided and maintained by the respective Village, and comply with the provisions
of this WSA. Water pressure and rate of flow readings shall be transmitted to the
MGNWC pumping station. All flow control valves within the MGNWC System shall be
controlled by the MGNWC in accordance with the provisions of this WSA.
K. MGNWC's Responsibility for Damage to the Village Water System. The MGNWC is
responsible for damage to a Village's Water System or to the water systems of any
of its customers due to surges and back -flows caused by malfunction or misuse of
the MGNWC System, including, without limitation, valve operation, booster station
operation or pump station operation.
L. Operating Meetings and Plan. The MGNWC shall provide each Village with a copy of
the MGNWC's most recently prepared annual operating plan and capital plan
relating to the MGNWC System ("Operating Plan") no less than thirty (30) calendar
days before each operations meeting provided for in this Section. The MGNWC shall
convene an operations meeting with the Villages at least two (2) times per year for
every year this WSA is in effect. Meetings may be in person or may be convened
through mutually acceptable electronic means. The MGNWC shall provide the
Villages with copies of all required State or Federal filings that the MGNWC is
required to file regarding its operation of its Water System. The MGNWC shall
provide the Villages with its then -applicable Operating Plan related to the MGNWC
Water System prior to the date of first delivery of Water to the Village.
M. Notice of Operators. The Villages and the MGNWC shall notify and keep all parties
informed of the name of the individual(s) in charge of operations of their respective
Water Systems.
N. Recordkeeping. Each Village shall maintain and make available to the MGNWC,
suitable records of water used by the Village, the prevailing water rate charged to its
water customers including all rates and relevant information and the premise on
which rates have been established.
Section 8. MEASUREMENTS
A. Unit of Measure. The unit of measurement for water delivered pursuant to this WSA
will be gallons of water, U.S. Standard Liquid measure, and all meters installed
pursuant to this WSA must, unless the Parties otherwise agree, be so calibrated, and
must read at one thousand (1,000) gallons of water.
B. Measurement Point. The quantity of Lake Michigan water furnished to the Villages
under this WSA will be measured by mutually acceptable master meters for
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measuring the flow of water at the Points of Delivery as indicated in Section 6 (the
"Measurement Point").
C. Master Meters. The MGNWC shall provide master meters for measuring the supply
of water on the discharge side of each pump and any points where the Villages'
Water System interconnect with any other System. The master meters will be the
primary devices used for the registration and billing of quantities of water supplied
under this WSA. Provisions shall be made for the use of pitot tubes adjacent to the
master meter for calibration and test purposes.
D. Responsibility. The MGNWC shall operate, maintain, repair, replace and house the
master meters referred to in this Section.
E. Inspection of Meters. The MGNWC will regularly inspect and test the meters
measuring the supply of water furnished and will repair or replace any part of a
meter which has a total registration deviation greater than the industry standards,
or which has been in service for a period greater than the industry standard or which
is known or suspected to be registering incorrectly. The MGNWC shall check the
master meter for accuracy semi-annually and after repairs, maintenance or
replacement by use of pitot tubes, in the presence of each Village's representatives
and at the expense of the MGNWC.
F. Readings. The readings made for purposes of billing the Villages shall be made by
the MGNWC once every calendar month. Monthly readings shall be transmitted to
the Villages.
G. Incorrect Measurement. When it is determined that a measuring device is registered
incorrectly, an estimate of the amount of water furnished through the faulty device
shall be prepared by the MGNWC's Superintendent, or his/her designee, for the
purpose of billing the Village. The estimate shall be based upon the best available
information, including summation of other available meter readings, the average of
twelve preceding readings of the meter, exclusive of incorrect reading, and
calibration of the master meter.
H. Village Meters. Each Village, at its cost, may provide mutually acceptable meters for
measuring the supply of water received by the Village from the MGNWC at any
points where the Village's Water System interconnects with the MGNWC System.
The Village, at its cost, shall operate, maintain, repair and replace the meters
referred to in this subsection. The Village, at its cost, will regularly inspect and test
the meters to verify that the meter(s) is registering correctly.
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Section 9. CHARGES; COMPUTATION AND TERMS OF PAYMENT
A. Annual Charges. During each Service Year, each Village agrees to pay the MGNWC an
Annual Charge as determined by this Section 9, which shall supersede the IGA to the
extent it is inconsistent. Example calculations of the estimated and actual Annual
Charges are set forth in attached Exhibit "C."
B. Definitions: For purposes of this section:
a. The MGNWC's "Net Annual Cost" shall be an amount calculated as MGNWC
Expenses less MGNWC Receipts during the Service Year.
b. "MGNWC Expenses" shall be those amounts determined from time to time by
the MGNWC to be necessary:
i. to pay, as they come due, the costs of operation and maintenance of the
MGNWC's Water Supply System, including those charges payable by the
Commission under the Evanston WSA;
H. to pay, as they come due, the principal of, at maturity or pursuant to
mandatory redemption requirements, premium, if any, and interest on
the Bonds;
iii. to provide an adequate depreciation fund for the MGNWC's Water
Supply System as determined by the MGNWC on the basis of its statutory
duties and its obligations under the Bonds and the ordinance or
ordinances authorizing the issuance of the Bonds;
iv. to comply with the covenants and requirements of the ordinance or
ordinances authorizing the issuance of the Bonds, including the
establishment and maintenance of reserve accounts; and
v. to repay all obligations incurred by the MGNWC for which other
adequate provision has not been made.
c. "MGNWC Receipts" shall be those amounts (if any) determined from time to
time by the MGNWC to be available from:
i. rates and charges to be collected by the MGNWC under water service
contracts with MGNWC customers other than the Villages;
ii. any other revenues other than revenues collected by the MGNWC
pursuant to this WSA to be collected by the MGNWC for or with respect
to the use or services of its Water Supply System;
iii. interest to be credited to the Water Fund established by the initial
ordinance authorizing the issuance of the Bonds; and
iv. any surplus on hand, without regard to its source, and, in the sole
discretion of the MGNWC, available to the MGNWC to pay or provide for
MGNWC Expenses during the Service Year.
d. "Village's Share" or the Village's "Annual Charge" shall be the respective Village's
Share of the MGNWC's Net Annual Cost during the Service Year, subject to the
True -Up provisions of this Section. The estimated Village's Share is a percentage
of the estimated Net Annual Cost calculated as a fraction of which:
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i. the numerator is the amount of water delivered (or deemed to be
delivered under Section 4-B for Morton Grove and Section 4-C for Niles if
less than its Full Water Requirements are taken) to that Village by the
MGNWC during the prior twelve (12) consecutive month period ended on
October 31 immediately preceding the start of the Service Year in
question;
ii. the denominator is the total amount of water delivered (or deemed to
be delivered under Section 4-8 for Morton Grove and Section 4-C for
Niles if less than their total Full Water Requirements are taken) to all of
the Villages by the MGNWC during such twelve (12) consecutive month
period; and
iii. provided, however, that for periods before the MGNWC has first
delivered water to said Village for a full twelve consecutive month period
ended October 31, the amounts of water delivered to the Villages shall
be deemed to be their respective IDNR Allocations for such periods.
e. The "Service Year" shall be a calendar year (January 1 to December 31).
C. Calculation of estimated Annual Charge. On or before October 15 each year, the
MGNWC shall prepare a budget for the next following Service Year and shall in such
budget estimate the Net Annual Cost of the MGNWC for the next following Service
Year, and each estimated Village's Share thereof, and each Village's estimated Annual
Charge for the next following Service Year. The MGNWC shall then deliver to each of
the Villages a statement of such estimated Annual Charge, which statement shall
include a detailed explanation of the computations. Said statement shall serve as the
basis for each Village's payment of its estimated Annual Charge during the said next
following Service Year.
D. Payment of Estimated Annual Charge. Following receipt of the aforesaid statement
each Village shall pay to the MGNWC, without further demand by the MGNWC, said
Village's estimated Annual Charge. Said estimated Annual Charge shall be paid in
advance in equal quarterly installments on the first day of January, April, July and
October. Payments shall be made to the MGNWC at its principal office or, upon
written notice to the Villages, directly to a bank in the State of Illinois selected by the
MGNWC.
E. True -Up. Within ninety (90) calendar days after the end of each Service Year, the
MGNWC will conduct a "True -Up" to determine the actual Net Annual Cost of the
MGNWC and each Village's actual Annual Charge for the preceding Service Year. Each
Village's Share shall be recalculated pursuant to the process set forth in Section 9-8-d
(Village's Share; Village's Annual Charge) above using the Village Full Water
Requirement used or deemed to be used during the preceding Service Year. The
MGNWC will then issue a final charge or credit to each Village for the difference
between its estimated and actual Annual Charge for the preceding Service Year. After
the True -Up process and any dispute resolution process are completed, this final
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charge or credit shall be paid by the responsible Party within twenty-one (21)
calendar days of the issuance of the invoice or credit by separate payment or as
otherwise mutually agreed to in writing by the Parties.
F. Adjusted Annual Charge. Throughout the duration of each Service Year, the MGNWC
shall analyze and, if necessary, revise its budget and review each estimated Village's
Share and its estimated Annual Charge required hereunder to determine if such
estimated Annual Charges are sufficient to meet the MGNWC's reasonably
foreseeable obligations as they come due and to determine if each estimated
Village's Share is equitable as among the Villages. In the event that such estimated
Annual Charges are deemed insufficient for any reason, or in the event that a
Village's Share is deemed inequitable due to any substantial unforeseen change in
any Village's water needs, the MGNWC shall adjust any or all of the Villages'
estimated Annual Charges to provide sufficient and equitable amounts; provided,
however, that in no event shall the Villages' estimated Annual Charges, taken
together, be less than an amount sufficient to cover the Net Annual Cost; and,
provided further, that no such adjustment shall be permitted if, as a result, the
MGNWC would not be able to meet MGNWC Expenses as they came due or if such
adjustment would violate any MGNWC obligation under the Bonds or the ordinance
or ordinances authorizing the issuance of the Bonds. A detailed statement setting
forth the reason for any such adjustments and the calculation thereof shall be
delivered to each of the Villages no less than thirty (30) calendar days prior to the due
date of the first installment payment to be based thereon. Any additional amounts
due the MGNWC or reductions due any Village pursuant to any such adjustment shall
be paid or credited, as the case may be, in equal installments as part of the
installment payments remaining to be paid during the Service Year in question.
G. Evanston True -Up Charges. In addition to any adjustments that may be made
pursuant to the foregoing paragraph, the MGNWC may also bill the Villages for their
respective Village's Shares of any amounts required by the MGNWC to cover any final
Quantity Charge issued by the City of Evanston to the MGNWC pursuant to the
provisions of subparagraph 5.08 (True -Up) of the Evanston WSA, and each of the
Villages hereby agrees to pay its share the amount of any such bill to the MGNWC
within twenty-one (21) calendar days after delivery by the MGNWC of such bill.
H. Guarantee Payment. In the event that any Village shall fail to make in full any
quarterly installment payment claimed by the MGNWC to be due under Section 9-D
(Payment of Estimated Annual Charge) of this WSA or any True -Up charge due under
Section 9-E (True -Up) of this WSA, and such non-payment shall continue for a period
in excess of thirty (30) calendar days from the due date, the non -defaulting Village
shall on each of its regular quarterly installment payment dates following such non-
payment and until all arrearages, including any additional non -payments by the
defaulting Village, have been eliminated, make, in addition to all other payments
hereunder required, a quarterly "Guarantee Payment" which shall be calculated by
MGNWC, Niles, and Morton Grove Water Supply Agreement
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multiplying its "Guarantee Share" by the "Guarantee Revenue Need." The non -
defaulting Village's "Guarantee Share" shall be a fraction of which (1) the numerator
is the amount of water delivered, or deemed to be delivered under Section 4-B for
Morton Grove and Section 4-C for Niles, to that Village during the most recent
quarterly billing period for which the MGNWC has complete data and (2) the
denominator is the total amount of water delivered, or deemed to be delivered
under Section 4-B for Morton Grove and Section 4-C for Niles, during the same
quarterly period to all of the Villages which are then not in default in their payments
due to the MGNWC pursuant to this section. The "Guarantee Revenue Needed" shall
be an amount determined by the MGNWC to be necessary to be collected on or
before the next quarterly installment payment date in order to permit the MGNWC
to meet all of its obligations as they come due, including amounts sufficient: (1) to
pay the costs of operation and maintenance of the Water Supply System, including
those charges payable by the MGNWC under the Evanston WSA; (2) to provide an
adequate depreciation fund for the Water Supply System as determined by the
MGNWC on the basis of its statutory duties and its obligations under the Bonds and
the ordinance or ordinances authorizing the issuance of the Bonds; (3) to pay the
principal of, at maturity or pursuant to mandatory redemption requirements,
premium, if any, and interest on the Bonds; (4) to comply with the covenants of the
ordinance or ordinances authorizing the issuance of the Bonds; and (5) to carry out
the MGNWC's corporate purposes and powers, notwithstanding the defaulting
Village's failure to make the payments claimed to be due from it under this section.
For purposes of this section a "sufficient" amount shall mean an amount adequate,
when taken together with any and all other amounts available, in the sole discretion
of the MGNWC, to enable the MGNWC to meet its obligations and responsibilities as
they come due, including without limitation the making of all deposits required to be
made under the ordinance or ordinances authorizing the issuance of the Bonds. The
MGNWC agrees to notify the non -defaulting Village of the amount of any Guarantee
Payment required under this subparagraph (c) at least thirty (30) calendar days in
advance of the next quarterly installment payment date, to supply the Village with
supporting calculations, and to certify to the Village that the Guarantee Payment is
necessary to permit the MGNWC to meet its obligations as they come due. The
MGNWC further agrees to advise the non -defaulting Village of steps being taken to
cure the default. Nothing in this section shall be construed to relieve the defaulting
Village of its obligation to make all payments due hereunder, calculated in
accordance with Sections 9-D and 9-H or to limit the rights of the MGNWC, the non -
defaulting Village, the holders of the Bonds or any trustee appointed for the benefit
of the holders of the Bonds from enforcing this WSA at law or in equity, by specific
performance, mandamus or otherwise. The MGNWC agrees to reimburse the non -
defaulting Village for any additional sums paid by them as Guarantee Payments in
accordance with this section, and will further pay the non -defaulting Party a
"Guarantee Fee" equal to the greater of ten percent (10%) of the Guarantee
Payments made by the non -defaulting Village or annual interest on the Guarantee
Payments at the prime rate charged by the largest bank located in Illinois, based on
MGNWC, Niles, and Morton Grove Water Supply Agreement
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assets plus two percent (2%). The reimbursement of the "Guarantee Payments" and
the Guarantee Fee shall be paid to the non -defaulting Party, by appropriate
adjustments to the quarterly installment payments of the non -defaulting Village's
Annual Charges, after the past due amounts have been paid to the MGNWC and
become available in the Surplus Account or such other fund or account from which
such reimbursement may be paid under the ordinance or ordinances authorizing the
issuance of the Bonds; provided, however, that the Parties hereto hereby
acknowledge and agree that the MGNWC's obligations under this section shall be
subordinate to the MGNWC's obligations under the ordinance or ordinances
authorizing the issuance of the Bonds and applicable statutes.
I. Payment Defaults; Remedies. In the event that any Village shall fail to make, on or
before the due date, any payment or portion thereof claimed by the MGNWC to be
due pursuant to this WSA, the defaulting Village shall pay the greater of (1) a late
payment fee equal to ten percent (10%) of any payment not paid within thirty (30)
calendar days of its due date or (2) annual interest on any such unpaid payment at
the prime rate charged by the largest bank located in Illinois, based on assets plus
two percent (2%). The late payment fee or said interest shall accrue and be paid
during the period of non-payment whether or not such payment is disputed. In the
event that any payment or portion thereof claimed by the MGNWC to be due
pursuant to this WSA is not made within thirty (30) calendar days from the date such
payment becomes due, the MGNWC may at its option and in its discretion, and
whether or not such payment is disputed, reduce or discontinue delivery of water to
the defaulting Village until the amount claimed to be due to the MGNWC is paid in
full with interest as herein specified. The MGNWC shall give the defaulting Village ten
(10) calendar days' notice of its intention to reduce or discontinue delivery of water
and shall provide the defaulting Village a reasonable opportunity for a hearing prior
to any reduction or discontinuance. If the MGNWC reduces or discontinues the
delivery of water under such circumstances, the Village shall, nevertheless, continue
liable to make all payments hereunder as if it were taking its Full Water
Requirements. In addition, the MGNWC, any non -defaulting Village, the holders of
the Bonds and any trustee appointed for the benefit of the holders of the Bonds shall
have all other rights and remedies available at law or in equity for breach of any of
the provisions of this WSA, including the right to specifically enforce or to mandamus
the payments herein required to be made, which rights shall be available with
respect to any and all payments claimed to be due hereunder, whether or not such
payments are in dispute, it being the intent of the parties that said payments shall
continue to be made during periods of dispute, subject to refund as provided in
Section 16-D (Dispute Resolution) of this WSA in the event that such dispute is
resolved in favor of a disputing Village.
J. Character of Payment Obligations as Water Revenue Obligations. This WSA shall not
be construed to constitute an indebtedness of any Village within the meaning of any
statutory or constitutional limitation. It is expressly understood and agreed that all
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payments to be made by the Villages may be required to be made only from
revenues to be derived by each of them from the operation of its respective Water
Systems, and this WSA shall be a continuing valid and binding obligation of each of
the Villages payable from such revenues throughout the term hereof, the obligation
to pay for the water and related MGNWC costs shall be characterized as being an
obligation of the operating fund, thus giving it superiority over village water debt
service payments.
K. Without in any manner limiting the foregoing provisions of this section, it is also
expressly understood and agreed that the aforesaid revenues from the operation of
the Villages' Water Systems shall remain available for payments due or claimed to be
due under this WSA without regard to any designation of such revenues by the
Villages from time to time as operating revenue, retained earnings, reserves, surplus
or otherwise. Nothing in this WSA shall, however, prohibit any Village from using any
other legally available funds for payments due hereunder.
Section 10. AUDIT
The MGNWC's financial books and records shall be audited annually by a qualified independent
certified public accountant. Each of the Villages shall be provided with a report of each such
annual audit.
Section 11. SALE OR PURCHASE OF WATER TO/FROM OTHERS
A. Right of the Villages to Supply Water to their Retail Customers. Subject to the terms,
conditions and water allocation of the Evanston WSA, the IGA and this WSA, each
Village has the right to resell Water it owns under this WSA to its Retail Customers as
defined in Section 4 (Water Supply) of this WSA.
B. Right of the Villages to Supply Water to New Water Customers.
Each Village may, with the approval of the MGNWC and the Villages of Niles and
Morton Grove, resell water it owns under this WSA to water users who are not its
Retail Customers ("New Water Customers") under the following two (2) situations:
a. First, a Village may enter into an agreement to resell water to New Water
Customers, provided: the Village does not exceed its ADD under its IDNR water
allocation, as determined by the IDNR or its successor regulatory agency; the
resale of water does not have an adverse effect upon the MGNWC System or
the Village of Morton Grove or the Village of Niles; and the agreement has
been approved in writing by the MGNWC and the Villages of Morton Grove
and Niles. Said approvals shall not be unreasonably withheld by the MGNWC
or the Villages. A Village shall give the MGNWC at least six (6) calendar months
prior written notice before the Village enters into an agreement to service any
new water customer(s), and the Village shall provide the MGNWC with copies
of the agreement and the cost / benefit analysis report prepared in regard to
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the addition of a new wholesale water customer. All water supply agreements
that a Village enters into with its customers shall contain a provision that
expressly states that the right of the Village to sell and deliver quantities of
water to the customer is subject to the water allocation restriction and the
water delivery obligations, limitations and restrictions set forth in this WSA,
the Evanston WSA and any such similar obligations, limitations and restrictions
contained in the IGA. After approval, the Village shall provide the MGNWC with
an executed copy of the water supply agreement.
b. Second, a Village may with the approval of the MGNWC, resell water to New
Water Customers on a temporary basis for emergencies. The Village shall
promptly advise the MGNWC of the need and nature of the emergency water
service to be provided, and the estimated duration. At least forty-five (45)
calendar days prior to approval by the corporate authorities, the Village shall
provide to the MGNWC a copy of any emergency water supply agreement that
it plans to enter into with any other unit of local government, public agency or
private entity or person. After approval, the Village shall provide the MGNWC
with an executed copy of the agreement. Prior to the execution of this WSA,
each Village shall provide to the MGNWC copies of all current emergency
water supply agreements that it has entered into with other units of local
government, public agencies or private entities or persons.
C. Village Option to Purchase Water from Other Suppliers. Notwithstanding any other
provision in this WSA, a Village may purchase water from other water suppliers only
under the following three (3) situations:
a. First, a Village may purchase water from other water suppliers to the extent
the MGNWC fails to deliver to the Village its Full Water Requirements.
b. Second, a Village may purchase water from any source approved by the
MGNWC under emergency conditions if it requires more than its Full Water
Requirements, and the MGNWC is unable to provide such additional water.
The Village shall notify the MGNWC as to the nature and duration of the
emergency as soon as possible.
c. Third, a Village may purchase water from the City of Chicago or other sources
approved by the City of Evanston under non -emergency conditions in order to
maintain an active, operational water supply connection.
D. Sale of Water by MGNWC to Others. The MGNWC shall not enter into any
agreement with any new wholesale water customer without the written consent of
the Village of Morton Grove and the Village of Niles. The MGNWC shall give the
Villages at least six (6) calendar months prior written notice before the MGNWC
enters into a water supply agreement to serve a new wholesale water customer or
enters into an addendum to amend any water supply agreements with existing
wholesale water customers. The MGNWC shall provide the Villages with copies of
the water supply agreement and/or the addendum and the cost / benefit analysis
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report provided to the MGNWC Board, prepared in regard to the addition of a new
wholesale water customer.
Section 12. INSURANCE
All Parties will carry insurance or maintain self-insurance with respect to its Water System of
the kinds and in the amounts which are customarily carried or maintained by entities operating
similar water systems, including, without limiting the generality of the foregoing, fire and other
casualty and public liability insurance or protection. The specific insurance coverage shall be set
by mutual agreement of the corporate authorities of the Villages and the MGNWC from time to
time. All moneys received for loss under the insurance policies or on deposit as self-insurance
reserves shall be used in making good the loss or damage in respect of which they were paid
except to the extent that the property damaged or lost would be permitted to be disposed of
under this Section, whether by repairing the property damaged or replacing the property
destroyed, and provision for making good such loss or damage or replacing the property
destroyed shall be made within a reasonable time from date of loss. The proceeds derived from
any and all policies or available from self-insurance reserves for public liability losses shall be
used in paying or reimbursing any accounts from which payments for settlements, judgments
or expenses were advanced.
Section 13. FORCE MAJEURE
"Force Majeure," as used in this WSA, shall mean acts of God and any event or effect that
cannot reasonably be anticipated or controlled _In any case, by reason of Force Majeure, if the
MGNWC or either Village is rendered unable wholly or in part to carry out its respective
obligations under this WSA, notice and full particulars of such Force Majeure are to be given in
writing within a reasonable period of time by the Party unable to carry out its obligations to the
other Parties. The obligation of the Party giving such notice, so far as it is affected by such Force
Majeure, shall be suspended during the continuance of the inability claimed, but no longer. The
MGNWC and the Villages may exercise their rights under this Force Majeure section with regard
to all provisions of this WSA.
Section 14. TERM
This WSA shall have an initial term (the "Term") commencing on the date that the last signatory
executes this Agreement (the "Effective Date") and ending at 1:59 p.m. on December 31, thirty-
nine (39) years after the Effective Date of this WSA. The Initial Term shall be automatically
extended for up to two (2) consecutive ten (10) year terms (generally referred to as an
"Extended Term" or specifically referred to as the "First Extended Term" and the "Second
Extended Term") unless either party conveys written notice of its intention to terminate this
Agreement not less than five (5) years prior to the termination date of the then -existing Term.
The MGNWC shall begin delivery of water to the Villages on a date(s) mutually agreed by the
Parties, but no later than sixty (60) calendar days after the MGNWC gives written notice to the
Villages that the MGNWC is ready to begin the delivery of water to the Villages.
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Section 16. GENERAL CONDITIONS
A. Termination by the MGNWC. This WSA shall be subject to termination if a court of
competent jurisdiction restricts or limits any of the MGNWC's rights to obtain, sell,
WSA for or distribute water to the Village, or any of the Village's rights to obtain,
sell, WSA for or distribute water to the MGNWC, in a manner that prohibits the
MGNWC from complying with its obligations to the Village under this WSA.
B. Termination by Mutual Agreement. Only upon mutual consent, the Parties may
agree to terminate this WSA, in writing, after the approval of a termination or wind -
down agreement by their respective corporate authorities.
C. Default; Cure Period; Relief. In the event any Party defaults in regard to any
obligation under this WSA, the non -defaulting Party shall send written notice of the
default, with a description of the default, and a request that the defaulting Party
cure the default. Either Party deemed to be in default under this WSA by the other
Party shall have a thirty (30) calendar day cure period to resolve the default to the
other Party's satisfaction or to initiate and continue to take actions that are
designed to cure the default in a reasonable time period so that the Party in default
is in conformance with the terms of this WSA. In the event that a default is not
cured, the non -defaulting Party and the defaulting Party shall participate in the
"Dispute Resolution" process contained in Section 16-D (Dispute Resolution) below.
If the Dispute Resolution process is not successful, then either Party may seek to
pursue all remedies in this WSA including Section 16-E (Remedies) below to enforce
the provisions of this WSA.
D. Dispute Resolution. If a dispute arises between the Parties concerning this WSA, the
Parties will first attempt to resolve the dispute by negotiation. Each Party will
designate persons to negotiate on their behalf. The Party contending that a dispute
exists must specifically identify in writing all issues and present it to the other
Parties. The Parties will meet and negotiate in an attempt to resolve the matter. If
the dispute is resolved as a result of such negotiation, there must be a written
determination of such resolution, and ratified by the corporate authorities of each
Party, which will be binding upon the Parties. If necessary, the Parties will execute
an addendum to this WSA. Each Party will bear its own costs, including attorneys'
fees. If the Parties do not resolve the dispute through negotiation, any Party to this
WSA may pursue other remedies under Section 16-E (Remedies) below to enforce
the provisions of this WSA. No Party shall be entitled to any adjustment or relief on
account of any disputed charges unless the disputed charges are brought to the
attention of the other Parties within the time and in the manner herein specified, or
within a reasonable period from the time the Party knew or should have known of
the facts giving rise to the dispute.
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E. Remedies. In any action with respect to this WSA, the Parties are free to pursue any
legal remedies at law or in equity. Each and every one of the rights, remedies and
benefits provided by this WSA shall be cumulative and shall not be exclusive of any
other rights, remedies and benefits allowed by law. . Except as provided by Court
Order, each Party will bear its own costs, expenses, experts' fees and attorneys' fees
incurred in all litigation arising under this WSA.
F. Venue and Applicable Law. All questions of interpretation, construction and
enforcement, and all controversies with respect to this WSA, will be governed by the
applicable constitutional, statutory and common law of the State of Illinois. The
Parties agree that, for the purpose of any litigation relative to this WSA and its
enforcement, venue will be in the Circuit Court of Cook County, Illinois or the
Northern District, Eastern Division of the United States District Court, Chicago,
Illinois, and the Parties consent to the in personam jurisdiction of said Courts for any
such action or proceeding.
G. Service of Notice. All notices required or permitted to be given under this WSA shall
be in writing and shall be delivered: (1) by personal delivery; (2) by a reputable
overnight courier; (3) by certified mail, return receipt requested, and deposited in
the U.S. Mail, postage prepaid; or (4) by email delivery to the Party's business email
address set forth below. Unless otherwise expressly provided in this WSA, notices
shall be deemed received upon the earlier of: (a) actual receipt; (b) one (1) business
day after deposit with an overnight courier, as evidenced by a receipt of deposit; (c)
four (4) business days following deposit in the U.S. mail, as evidenced by a return
receipt; or (d) date of delivery of the email. By notice complying with the
requirements of this Section, each Party shall have the right to change the address
or the addressee, or both, for all future notices and communications to the other
Party, but no notice of a change of addressee or address shall be effective until
actually received. All notices or communications provided for herein shall be in
writing and shall be delivered to the MGNWC or the Village via email delivered to
the below individuals' business email address or either in person or by United States
mail, via Registered or Certified Mail, return receipt requested, postage prepaid,
addressed to the MGNWC as follows:
Superintendent
Morton Grove -Niles Water Commission
1000 Civic Center Drive
Niles, Illinois 60714
Phone: 847-588-8000
Email: Business email address
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and to Morton Grove as follows:
Village of Morton Grove
Village Administrator
Richard T. Flickinger Municipal Center
6101 Capulina Avenue
Morton Grove, Illinois 60053
Phone: 847-663-3001
Email: Email: rczerwinski@mortongroveil.org
and to Niles as follows:
Village of Niles
Village Manager
1000 Civic Center Drive
Niles, Illinois 60714
Phone: 847-588-8002
Email: scv@niles.com
until and unless other addresses are specified by notice given in accordance with this
Section.
H. Entire Agreement. This WSA constitutes the entire agreement of the Parties
concerning all matters specifically covered by this WSA. There are no
representations, covenants, promises or obligations not contained in this WSA that
form any part of this WSA or upon which any of the Parties is relying in entering into
this WSA. Except for the IGA and the Evanston WSA, and the Cost Sharing
Agreement Regarding Morton Grove And Niles Water Supply Matters approved by
the corporate authorities of Morton Grove pursuant to Resolution 17-02 adopted on
January 23, 2017 and approved by the corporate authorities of Niles pursuant to
Resolution 2017-04R adopted on January 24, 2017, there are no other
commitments, understandings, promises or conditions among the Parties in any
other WSA or agreement, whether oral or written, and this WSA supersedes all
other prior written or oral agreements, commitments and understandings among
the Parties.
I. Amendments. No officer, official or agent of the MGNWC or the Village has the
power to amend, modify or alter this WSA or waive any of its conditions as to bind
the MGNWC or the Village by making any promise or representation not contained
herein. All addenda shall be executed by an authorized official of each Party. If any
governmental agency with regulatory authority enacts new rules or regulations or
new nationally recognized water system engineering requirements are adopted that
require the method of water production or any components of the infrastructure
used for the delivery of water under this WSA to be changed or modified, the Parties
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agree to negotiate an addendum to this WSA that addresses the construction and
operation of the required water system improvements to the MGNWC System
and/or the Village Water System, the cost allocation of such improvements among
the Parties and the financing of such improvements.
J. No Assignment. This WSA shall not be assigned or transferred by any Party without
the consent of the other Parties.
K. Counterparts. This WSA may be executed in counterparts (including facsimile
signatures), each of which shall be deemed to be an original and all of which shall
constitute one and the same WSA.
L. Severability. In the event any term, provision or condition of this WSA is held invalid
by a court of competent jurisdiction, such invalidity shall not affect other terms,
provisions or conditions of this WSA which can be given effect without the invalid
term, provision or condition. To this extent and purpose, the terms, provisions and
conditions of this WSA are declared severable. If any part of this WSA is adjudged
invalid, such adjudication shall not affect the validity of this WSA as a whole or of
any other part.
M. No Separate Legal Entity; No Joint Venture or Partnership or Agency. This WSA
establishes a cooperative intergovernmental undertaking, but the Parties do not
intend to create a new or separate legal entity by entering into this WSA. This WSA
does not establish or create a joint venture or partnership between the Parties, and
no Party shall be responsible for the liabilities and debts of the other Party hereto.
No Party shall be deemed to be the agent, employee or representative of any other
Party.
N. Independent Sovereign Status. The Parties to this WSA are independent, sovereign
units of local government and no Party shall exercise control over either the
performance of any other Party or the employees of any other Party.
0. No Third -Party Beneficiaries. This WSA is not intended to benefit any person, entity
or municipality not a Party to this WSA, and no other person, entity or municipality
shall be entitled to be treated as beneficiary of this WSA. This WSA is not intended
to nor does it create any third -party beneficiary or other rights in any third person or
party, including, but not limited to, any agent, contractor, subcontractor, consultant,
volunteer or other representative of any Party hereto. No agent, employee,
contractor, subcontractor, consultant, volunteer or other representative of the
Parties hereto will be deemed an agent, employee, contractor, subcontractor,
consultant, volunteer or other representative of any other Party.
P. No Individual or Personal Liability. The Parties agree that the actions taken in regard
to and the representations made by each respective Party in this WSA and by their
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respective corporate authorities have not been taken or made in anyone's individual
capacity and no mayor/president, board member, council member, official, officer,
employee, volunteer or representative of any Party will incur personal liability in
conjunction with this WSA.
Q. Compliance with Laws. The Parties shall comply with all applicable Federal, State and
local laws, rules and regulations in carrying out the terms and conditions of this
WSA. Each Party and its officers, corporate authorities, employees and agents agree
not to commit unlawful discrimination and agree to comply with all applicable
provisions of the Illinois Human Rights Act, Title VII of the Civil Rights Act of 1964, as
amended, the Americans with Disabilities Act, the Age Discrimination in Employment
Act, Section 504 of the Federal Rehabilitation Act, and all applicable rules and
regulations. Each Party maintains a written Sexual Harassment Policy in compliance
with Section 2-105 of the Illinois Human Rights Act (775 ILCS 5/2-105(A)(4)). Each
Party certifies that it is an "Equal Opportunity Employer" as defined by Federal and
State laws and regulations, and agrees to comply with the Illinois Department of
Human Rights ("IDHR") Equal Opportunity Employment clause as required by the
IDHR's Regulations (44 III. Adm. Code, Part 750, Appendix A). As required by Illinois
law and IDHR Regulation, the Equal Opportunity Employment clause is incorporated
by reference in its entirety as though fully set forth herein. Each Party certifies that it
agrees to comply with the Prohibition of Segregated Facilities clause, which is
incorporated by reference in its entirety as though fully set forth herein. See, Illinois
Human Rights Act (775 ILCS 5/2-105). See also, Illinois Department of Human Rights
Rules and Regulations, Title 44, Part 750. Administrative Code, Title 44: Government
Agreements, Procurement and Property Management, Subtitle B: Supplemental
Procurement Rules, Chapter X: Department of Human Rights, Part 750: Procedures
Applicable to All Agencies, Section 750.160: Segregated Facilities (44 III. Adm. Code
750.160).
R. Regulatory Bodies. This WSA shall be subject to all valid rules, regulations and laws
applicable hereto passed or promulgated by the United States of America, the State
of Illinois, or any governmental body or agency having lawful jurisdiction, or any
authorized representative or agency of any of them; provided, however, that this
section shall not be construed as waiving the right of any Party to challenge the
validity of any such rule, regulation or law on any basis, including impairment of this
WSA.
5. Illinois Freedom of Information Act. The definition of a "public record" in the Illinois
Freedom of Information Act (5 ILCS 140/1, et seq.) ("FOIA") includes a "public record
that is not in the possession of a public body but is in the possession of a party with
whom the agency has contracted to perform a governmental function on behalf of
the public body and that directly relates to the governmental function and is not
otherwise exempt under this Act." (5 ILCS 140/7(2). Consequently, the Parties shall
maintain and make available to the other Parties, upon request, their public records
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relating to the performance of this WSA in compliance with the requirements of the
Local Records Act (50 ILCS 205/1, et seq.) and FOIA.
T. Interpretation; Headings. This WSA shall be construed and interpreted so as to
preserve its validity and enforceability as a whole. No rule of construction that a
document is to be construed against any of the drafting Parties shall be applicable to
this WSA. Section headings and titles are descriptive only and do not in any way limit
or expand the scope of this WSA.
U. Waiver. The failure of any Party to enforce any section, subsection, term, condition
or covenant (collectively referred to as "provision") of this WSA shall not be deemed
a waiver or limitation of that Party's right to subsequently enforce and compel strict
compliance with such provision and every other provision of this WSA. No provision
of this WSA shall be deemed waived by any Party, unless the provision to be waived
and the circumstances giving rise to such waiver are set forth specifically in a duly
authorized and written waiver of the Party charged with such waiver. No waiver by
any Party of any provision of this WSA shall be deemed or construed as a waiver of
any other provision of this WSA, nor shall any waiver of any breach be deemed to
constitute a waiver of any subsequent breach, whether of the same or a different
provision of this WSA.
V. Survival. The aforesaid covenants, agreements, representations and warranties shall
survive the expiration or termination of this WSA.
Section 16. EXHIBITS
The below -listed documents are part of this WSA and are attached to and incorporated by
reference into this WSA:
Exhibit "A" List of Current Water Customers of the Village of Morton Grove Located Outside
the Corporate Boundaries of the Village of Morton Grove
Exhibit 'B" List of Current Water Customers of the Village of Niles Located Outside the
Corporate Boundaries of the Village of Niles
Exhibit "C" Illustration of Annual Charge Calculations and True -Up Process
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Morton Grove -Niles Water Commission and the Village of Morton
Grove and the Village of Niles have caused this WSA to be approved by their respective
corporate authorities and executed their respective authorized corporate officials, signed in
duplicate originals (each executed copy constituting an original), signed by its Clerk or
Secretary, and have caused its Corporate Seal to be hereto affixed. The Effective Date of this
WSA is the date and year of execution by the last signatory below, which shall be inserted on
the page following the cover page of this WSA.
MORTON GROVE-NILES WATER COMMISSION,
a water commission created by intergovernmental agreement and organized under Division
135 of Article 11 of the Illinois Municipal Code (65 ILCS 5/11-135-1, et seq.)
By:
Steven Vinezeano, Chair
Morton Grove -Niles Water Commission
Date: 2018
ATTEST:
By:
John Pietron, Clerk
Morton Grove -Niles Water Commission
Date: ,2018
VILLAGE OF MORTON GROVE, VILLAGE OF NILES,
a home rule Illinois municipal corporation a home rule Illinois municipal corporation
By: By:
Daniel P. DiMaria, Village President Andrew Przybylo, Village President
Village of Morton Grove Village of Niles
Date: 2018 Date: 2018
ATTEST: ATTEST:
By: By:
Eileen Scanlon Harford, Village Clerk Marlene Victorine, Village Clerk
Village of Morton Grove Village of Niles
Date: 2018 Date: 2018
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Exhibit "A"
List of Current Water Customers of the Village of Morton Grove
Located Outside the Corporate Boundaries of the Village of Morton Grove
1. Menards, Inc., 6001 Oakton Street, Skokie IL 60077 (165' west of the center line of
Austin Avenue in the Center Line of Oakton Street, Vault).
2. Niles Township High School, 7700 Gross Point Road Skokie, IL 60077(Connection No. 1:
Major and Frontage, north of Oakton Street, vault; Connection No. 2: in the parking lot
drive, west side of the main building, Vault).
3. Castwell Products, 7800 Austin Ave., Skokie, IL 60077 (Southwest corner of Austin
Avenue and Oakton Street, Vault).
4. Block Steel, 6101 Oakton Street, Skokie, IL 60076, (6101 Oakton in front, in the stone
parkway, Vault).
5. Village of Golf, Golf & Narragansett Golf, IL 60029, (Northeast corner of Narragansett
and Palma Lane in a Vault).
6. Aqua Illinois (North Maine Utilities) (1000 South Schuyler Avenue Kankakee, IL 60901)
(265' south of the center line of Golf Road on the west side of Washington Street in the
sidewalk, Vault).
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Exhibit "B"
List of Current Water Customers of the Village of Niles
Located Outside the Corporate Boundaries of the Village of Niles
7. Aqua Illinois (North Maine Utilities) (1000 South Schuyler Avenue Kankakee, IL 60901)
(10' north of the north edge of the building, Vault)
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Exhibit "C"
Illustration of Annual Charge Calculations and True -Up Process
Estimated Net Annual Cost Example
Prior Year's Full Water Requirement (kg)
Villages' Share (%)
Estimated Annual Cost of Water at $0.81/kg
MGNWC Operating & Maintenance Cost
MGNWC Annual Debt Service
Estimated Net Annual Cost
Estimated Net Annual Cost (kg)
Village's Share of Estimated Net Annual Cost
Full Water MGNWC Village's Share Village's Share
Requirement Annual Expenses Morton Grove Niles
2,299,500
$1,862,595
$300,000
$6,000,000
58,162,595
$3.55
949,000 1,350,500
41.27% 58.73%
$3,368,690 $4,793,905
Actual Net Annual Cost Example (5% Decrease in Water Consumption vs. Estimate)
Actual Annual Full Water Requirement (kg) 2,184,525 901,550 1,282,975
Villages' Share (%) 41.27% 58.73%
Actual Annual Cost of Water at $0.81/kg $1,769,465
MGNWC Operating & Maintenance Cost $300,000
MGNWC Annual Debt Service $6,000,000
Actual Net Annual Cost 58,069,465
Net Annual Cost (kg) $3.69
Villages' Share $3,330,256 $4,739,210
True -Up Credit (Charge) 538,434 554,695
Actual Net Annual Cost Example (5% Increase in Water Consumption vs. Estimate)
Actual Annual Full Water Requirement (kg) 2,414,475 - 996,450 1,418,025
Villages' Share (%) 41.27% 58.73%
Actual Annual Cost of Water at $0.81/kg $1,955,725
MGNWC Operating & Maintenance Cost $300,000
MGNWC Annual Debt Service $6,000,000
Actual Net Annual Cost $8,255,725
Net Annual Cost (kg) $3.42
Villages' Share 53,407,125 $4,848,600
True -Up Credit (Charge) $(76,869) $(109,391)
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