HomeMy WebLinkAbout042-O-21 Executing an Agreement to Sell Water to the Village of Skokie4/8/2021
42-0-21
AN ORDINANCE
Authorizing the City Manager to Execute an Agreement to Sell Water
to the Village of Skokie, Illinois
NOW BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: Legislative Statement. The City of Evanston is the owner
and operator of a water intake, filtration, treatment and pumping plant located at 555
Lincoln Street, Evanston, Illinois. Evanston draws water from Lake Michigan for
Evanston's drinkable water, firefighting and fire protection needs for its community, and
for distribution and resale to its customers. The Village of Skokie wants to purchase
drinkable Lake Michigan water from Evanston for distribution and sale to its customers
of its water system. The initial term of the Agreement will be for nineteen (19) years,
and may be renewed as provided for in the terms of the Agreement.
SECTION 2: The City Manager is authorized and directed to further
negotiate and execute with the Village of Skokie, Illinois, an Agreement to sell water, in
substantial conformance with the terms and conditions of the Water Supply Agreement
described in Exhibit A. The Corporation Counsel is authorized to approve the
Agreement as to form and legality prior to its execution by the City Manager.
SECTION 3: Ordinance 95-0-17, establishing a wholesale water rate for
the Village of Skokie, Illinois, is hereby repealed.
42-0-21
SECTION 4: If any provision of this ordinance or application thereof to
any person or circumstance is ruled unconstitutional or otherwise invalid, such invalidity
shall not affect other provisions or applications of this ordinance that can be given effect
without the invalid application or provision, and each invalid provision or invalid
application of this ordinance is severable.
SECTION 5: The Legislative Statement in Section 1 is declared to be
prima facie evidence of the law of the City and shall be received in evidence as
provided by the Illinois Compiled Statutes and the courts of the State of Illinois.
SECTION 6: This Ordinance 42-0-21 shall be in full force and effect from
and after its passage, approval, and publication in the manner provided by law.
Introduced: April26 2021
Adopted: Mav 10 , 2021
Attest:
Fduo./do Gome2
Eduardo Gomez, Deputy City Clerk
Approved:
May 10 12021
Stephen H. Hagerty, Mayor
Approved as to form:
Nicholas E. Cummings, Corporation
Counsel
-2-
42-0-21
EXHIBIT A
WATER SUPPLY AGREEMENT
-3-
WATER SUPPLY AGREEMENT BETWEEN
THE CITY OF EVANSTON AND,
THE VILLAGE OF SKOKIE
Contents
3/5/2021
Background................................................................................................................................................... 4
1. Parties.................................................................................................,................................................4
1.01 Parties................................................................................ = ................................................... 4
2. Initial Term of Agreement; Extended Term; Service Year3 13scal Year�..............................................
4
2.01. Initial Term _`=
_ ......................... =................................4
2.02 Extended Term ................................................
4
2.03 Service Year; Fiscal Year.......................................................................................................
5
2.04 Option to Revise Water Delivery Met h-67 o_�ump & Pulp" Method ......................................
5
3. = --- _
ater De me ................................................. .... _ .... �___...............................................................
5
3.01 Water Defined ................: —. r............... -
5
4. Initial Water Rates .......... ..:..............................................................................................
5
4.01 Water Rate Payal}le %Evanston in Service Year 2020 and Beyond ............................................
5
4.02 Water Rate-zPayable to Winston fftervice Years 2024 and Thereafter ......................................
6
5. Rate ....................... ................................................................................................................
6
5.01 Ratemaking Princes andT'olicies..............................................................................................
6
5.02 Billing and Payments�.Z ................................................................................................................
6
5.03 Return on Rate Base......................................................................................................................
7
5.04 Depreciation Charge.....................................................................................................................
9
5.05 Quantity Charge............................................................................................................................
9
5.06 Demand Charge and Quantity Charge Smoothing......................................................................10
5.07 SKOKIE Audit Rights............................................................................................................1140
5.08 True-Up.......................................................................................................................................11
6. Water System Definitions...................................................................................................................11
6.01 Water System Definitions and Related Terms............................................................................11
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7. Water Supply; Allocation; Distribution..............................................................................................13
7.01 Water Supply, Sale and Purchase; Allocation.........................................................................13
7.02 Emergency Connections.............................................................................................................13
7.03 Pressures.................................................................................................................................1444
7.04 Skokie Water System Pressure...............................................................................................1444
7.05 Supply and Service Agreement Only; Title to Water.................................................................14
7.06 Temporary Restriction............................................................................................................1544
7.07 Maintenance................................................................................................................................15
7.08 Skokie Option to Purchase Water from Other Suppliers........................................................16-1-5
7.09 Surges and Back-Flows.............................................................................................................16
7.10 SKOKIE Responsibility for Damage to Evanston's W . t' .............................................16
7.11 Evanston's Responsibility for Damage to SKOK s�Wa er Syst........................................16
8. Existing and Future Customers of Evanston; SKO Othe sers...............................................16
8.01 Existing and Other Water Customers Served by E on.........................................................16
8.02 Northwest Water Commission ................ .....................................................................1744
8.03 Skokie Allocation ................................... .............................................................................17
9. Future Transmission Main Ass j ustments .................................................................................17
9.01 Church Street Delive - int ..... ...........................................................................................17
9.02 36-inch Supply Line instal,
9.03 Documentat' of Tr sio i Asset Adjustments.....................................................181-7�
10. Meters and a ements; t Te ing........................................................................................18
10.01 Unit of Measu nt .................................................................................................. I...........18
10.02 Supervisory Cot . and Data Acquisition ("SCADA")....................................................18
10.03 Delivery Meters..........................................................................................................................18
10.04 Check Meters........................................................................................................................1944
10.05 Meter Calibration and Adjustment........................................................................................1944
10.06 Notification Concerning Meter Tests....................................................................................2029
10.07 Removal of Meters................................................................................................................ 2029
10.08 Meters for Customers............................................................................................................2029
11. Dispute Resolution........................................................................................................................ 2129
11.01 Negotiation............................................................................................................................21W
11.02 Remedies.........................................................................................................................2124
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11.03 Venue and Applicable Law.............................................................................................2124-
12. Force Majeure...............................................................................................................................
2221-
12.01 Excuse From Performance....................................................................................................
2224
12.02 Force Majeure Event.............................................................................................................
2222
12.03 Notice....................................................................................... Error! Bookmark not defined.22
13. Preservation of Water Rights........................................................................................................
2322
14. Good Faith and Fair Dealing.........................................................................................................
2323
15. Disconnection, Removal Relocation of Transmission Mains .......................................................
2323
15.01 Termination of Agreement....................................................................................................
232-3
15.02 Relocation"`
................................................
2322
16. Termination; Default ........................ - ...- ..................................
23
-
16.01 Termination by Evanston ..................................... _ =
2323
16.02 Termination by Mutual Agreement ............ ,.................. ::................................
2423
16.03 Termination by SKOKIE -=
242
16.04 Default; Cure Period; Relief -- . _..............................................
2424
16.05 Dispute Resolution in Quantity Rate Cdlffllawn....:....................................................
2424
17. General Conditions -^
.=.. ................:........................................................................
2 524
17.01 Entire Agreement - _ =.................................................................
- =..... _ .............._ ..
2524
-
17.02 Prompt Payment ............ _-:..........................................................................
252§
17.03 Complianc With Latin:,.....: F^.......................................................................................
2525
17.04 Regulata�odies................:............................................ ........................................ .......
2526
17.05 Illinois Freedot Information Act..............................................................................
2526
17.06 Interpretation; HeIgs.......................................................................................................
2626
17.07 Waiver...................................................................................................................................2626
17.08 No Individual or Personal Liability.......................................................................................
2626
17.09 No Third Party Beneficiaries.......................................................... ................ ......................
262-6
17.10 Amendments.........................................................................................................................
2722
17.11 Assignment...........................................................................................................................2722
17.12 Notice...- ................ ........................................ ................. -... ...............................................
2722
17.13 Severability...........................................................................................................................
2926
17.14 No Separate Legal Entity; No Joint Venture or Partnership or Agency ...............................
2921
17.15 Independent Sovereign Status...............................................................................................
2929
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17.16 Effective Date....................................................................................................................... 2929
17.17 Authorization........................................................................................................................ 2929
17.18 Counterparts.......................................................................................................................... 3021
17.19 Exhibits................................................................................................................................. 3030
Background
The City of Evanston ("Evanston") is the owner and operator of a water intake, filtration,
treatment and pumping plant (the "Water Plant") located at 555 Lincoln Street, Evanston,
Illinois. The Water Plant is on the shore of Lake Michigan and FIRInston draws water from Lake
Michigan for Evanston's drinkable water, firefighting 6 n f re protection needs for its
community and for distribution and resale to its custo ens (`B�Jon Water Utility"). The
Village of Skokie ("Skokie") has purchased
to purchase drinkable Lake Michigan water through7
the uses specifically allowed by this Agre nt, inc
sale to customers of the Skokie water system.
1. Parties
since 194`11'id desires to continue
of the Evanston Water Utility for
limited to, distribution and
1.01 Parties
The parties to this ;Wate .0 ly ZmeH7 ` greement") are Evanston and Skokie, who are at
times referred to ins Agree asy" or collectively as the "Parties".
2. Initial Term of ALYMIFInent; Mended Term, Service Year; Fiscal Year
2.01. Initial Term
The Initial Term ("InitiaYrm") shall commence on the Effective Date of this Agreement (as
defined in Section 17.16 (Effective Date)) and shall end at 11:59 p.m. on December 31, 2040.
2.02 Extended Term
The Initial Term of this Agreement may be extended for up to two (2) consecutive terms
(generally referred to as an "Extended Term" or specifically referred to as the "First Extended
Term" and the "Second Extended Term"). The First Extended Term and the Second Extended
Term will each be ten (10) years in length, unless Skokie delivers written notice of its intention
to not extend the Initial Term or any Extended Tenn of this Agreement. Any such written notice
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must be delivered to Evanston not less than three (3) years prior to the termination date of the
then -existing Term. If this Agreement is extended for the Second Extended Term, then this
Agreement shall renew automatically at the end of the Second Extended Term at ten (10) year
intervals thereafter, unless either Party conveys written notice of its intention to terminate this
Agreement not less than three (3)years prior to the termination date of the then -existing Term.
2.03 Service Year: Fiscal Year
Each Service Year ("Service Year") under this Agreement will be the time period of January 1st
to December 31 st. Each Fiscal Year ("Fiscal Year") under this Agreement will be the time period
of January 1 st to December 31 st.
2.04 Option to Revise Water Delivery Method to "Dump AKIE
od
Beginning on January 1, 2027, or any time thereafter, have the right, after first
giving Evanston three (3) years notice pursuant to lie N
this contract, without breach, and revise the metho a
system from Evanston to SKOKIE where SKOKIE, a ,
and control a separate water tower and co d'.
provide water to SKOKIE. If termination occ r urs
17.12, to terminate
delivery to a "dump & pump"
own expense, will build, maintain,
from which Evanston will
this section, Skokie shall continue
to pay the rates according to thL-, gr r'%ent untilLa new or amended Agreement is executed.
3. Water Defined
3.01 Water Defined
In this Agreeme er means ke ichigan water that is safe for human consumption (i.e.
drinkable water) and th eets exceeds the requirements of any current or successor federal,
state of Illinois, or local age7or governmental authority having jurisdiction over the operation
of public water supplies. Evanston shall supply water that is like kind and quality with that
supplied by Evanston to its other customers. Whether "water" is capitalized in this Agreement or
not, it shall have the meaning set forth in this Section.
4. Initial Water Rates
4.01 Water Rate Pavable to Evanston in Service Year 2020 and Bevond
The Parties agree that subject to the Rate calculations and True -Up provisions in Section 5 of this
Agreement, the total equivalent water rate to be paid by Skokie to Evanston per 1,000 gallons
supplied during the Service Years identified below will be as follows:
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2021 $1.26 Not to Exceed Rate
2022 $1.40 Not to Exceed Rate
2023 $1.43 Not to Exceed Rate
4.02 Water Rate Pavable to Evanston in Service Years 2024 and Thereafter
The Parties agree that the identification of the total equivalent water rate payable to Evanston per
1,000 gallons supplied to SKOKIE in Service Years 2024 and thereafter will be calculated in
accordance with Section 5 (Rate) below. The above rates may be adjusted down based on final
rate calculations as provided for in Section 5 (Rate). If the actual rate incurred at any time during
Service Years 2021, 2022 or 2023 is different than the sc
"True -Up" calculation, in accordance with Section 5.08
than thirty (30) days after the Evanston Comprehensiivv
applicable to that Service Year is completed. The Pa i`es
Agreement an illustrative example of the "True- o
formula and its components that will be used in per
credit due to Skokie will be allocated to th accor
5.08 (True -Up) of this Agreement.
5. Rate
5.01 Ratemakine Principles and
The Parties agree th e i
"Principles of te,,Rates,
set forth in this Section, a
) will be completed no later
ancial Report ("CAFR")
as'V,.itQuq Exhibit "A" to this
including'an identification of the
the "True -Up" calculation. Any
the process outlined in Section
s and principles described in the AWWA M-1, the
Charges published by the American Water Works
Association, Sixth Ed i ' as ar Mrided, may be used as a reference guide for the Parties under
this Agreement. However, ' e event of a conflict or inconsistency between any provision or
term of the AWWA M-1 and this Agreement, the provision or term of this Agreement shall
govern.
5.02 Billing and Pavments
Evanston shall submit all water bills to SKOKIE on a monthly basis. SKOKIE shall pay all
amounts due to Evanston pursuant to this Agreement in accordance with the Local Government
Prompt Payment Act, 50 ILCS 505/1 et seq. ("LGPPA"). The water bills shall be itemized with
sufficient detail to inform SKOKIE that the charges and fees set forth in each monthly bill
conform to the agreed -upon rates and cost components set forth in this Agreement. If payment is
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not made within the required thirty (30) calendar day period, Evanston will charge SKOKIE a
penalty for late payment of water bills in accordance with the interest penalty provision
contained in Section 4 of the LGPPA (50 ILCS 505/4). No other penalty can be assessed against
SKOKIE for late payments of water bills. Evanston's termination option is subject to the right of
SKOKIE to resolve any late payment within the applicable cure period. The billing structure will
conform to the rates and components identified and defined below:
• Demand Charge: A fixed monthly payment consisting of (i) one -twelfth (1/12th)
of the Annual Return on the Fair Value Rate Base as determined in accordance with Section 5.03
(Return on Rate Base) and (ii) 1/12th of fixed monthly Depr ciation Charge determined in
accordance with Section 5.04 (Depreciation Charge).
• Quantity Charge: A payment based on the antity o-R- ater delivered through the
metering point(s) to Skokie's water system myll" l ed b the Quan ity Rate determined in
accordance with the provisions of Section 5.05 (Quanti arge).
5.03 Return on Rate Base
The "Rate Base" consists of those componen o v nst n's Water Utility relating to assets in
the Source of Supply, Pumpin reatmen Plant, Water Plant and Transmission locations
(the "Evanston Water Utili o - - s" . Th e Water Utility Components in service as of
December 31, 2019, a e ie e " vanston Water Utility Components Sheet" which is
part of attached G < p Exhibi " ( ple of Rate Calculation for SKOKIE Water Rate for
Service Year 2021 armed on E nston Audited Information for Fiscal Year 2019) to this
Agreement. The PartiesAgreement understand and acknowledge that these Evanston
Water Utility Components ill adjust annually as of the end of each Fiscal Year to reflect
additions to, and retirements of, Evanston Water Utility Components. Evanston shall be included
as a component of the Evanston Water Utility for purposes of asset allocation and rate making
related to asset allocation only for SKOKIE.
• Original Cost Rate Base: The components of the Rate Base valued at the original
cost to Evanston of the acquisition, engineering, construction and installation of the assets of the
Water Utility as identified in the most recently available Evanston Comprehensive Annual
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Financial Report ("Evanston CAFR"), minus accrued depreciation as of the end of the Fiscal
Year used as a basis for determining Water Charges under this Agreement.
• Reproduction Cost New Rate Base: The components of Rate Base valued initially
in the most recently available Evanston CAFR prior to the commencement of delivery of water
under this Agreement. Reproduction Cost New Rate Base will be recalculated as of the end of
each succeeding fifth Fiscal Year, starting in 2025, reflecting components then properly allocated
to the Rate Base pursuant to this Agreement. The recalculation of the Reproduction Cost New
Rate Base will utilize the most current valuation of the Evanston Water Utility, as identified by a
reputable qualified consulting engineering firm experienced inr works valuation hired by
Evanston. Accrued depreciation identified by the engin .. ' firm's valuation study, plus
accrued depreciation which occurred from the date of luati o the end of the applicable
Fiscal Year of the rate determination, will be dedu ed from the reprodtion cost new of the
plant in service at the end of the Fiscal Year.
• Fair Value Rate Base: Thi be calc 1 initially in the most recently
available Evanston CAFR prior to the c m - Y 'of deliver of water under this
Agreement. The Fair Value Rat ' ill be r alculat d as of the end of each succeeding fifth
Fiscal Year, starting in 202 ' will onsist of sum of fifty percent (50%) of the original
Cost Rate plus fifty pe e t (5 o h production Cost Rate Base as of the calculation
date. The Fair Val ate Ba ill e bject to annual adjustment as of the end of the Fiscal
Year between Fair a e Rate se recalculations to reflect additions to and retirements of
Water Utility assets cont . d in a Rate Base during the Fiscal Year. The next verification of
the elements of the Fair Valu ate Base will be performed by Burns and McDonnell in 2025 (or
its successor entity selected by Evanston, as the case may be), and then once every five (5)
calendar years thereafter. Additions will be valued at their original cost until recalculation of the
Fair Value Rate Base, at which time such additions will be valued in the same manner as the Fair
Value Rate Base. Retirements will be valued at their fair value as reflected in the last previous
Fair Value Rate Base computation.
• Annual Return on Rate Base: The Annual Return on Rate Base will be multiplied
nine and one half percent (9.5%) on the SKOKIE share of the Fair Value Rate Base identified in
the most recently available Evanston CAFR, and otherwise conform to the cost of service
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principles identified in Section 5.01 (General Principles and Policies). The SKOKIE share of the
Fair Value Rate Base will be determined by allocating to SKOKIE a portion of such Fair Value
Rate Base, as adjusted and recalculated from time to time as provided by this Agreement. This
adjustment will be based upon the ratio of each Evanston Water Utility customer allocation,
which includes the City of Evanston's allocation, compared to the total allocation of all Evanston
Water Utility customers established by order of the Illinois Department of Natural Resources
("IDNR") during the Fiscal Year.
5.04 Depreciation Charge
These charges will be calculated as of the end of each Fiscal Yeal&nd will consist of one -twelfth
(1/12th) of an annual depreciation charge, calculated by appI n the depreciation rates utilized
by Evanston identified in Group Exhibit "C" (Depreci 'on RSat to this Agreement, to the
original cost of the depreciable Water Utility asset def n' eedd in Section eturn on Rate Base)
in service contained in the Fair Value Rate Base ed . KOKIE. s of the date when any
depreciable Water Utility asset will be placed in service . a y depreciable Water Utility asset in
the Fair Value Rate Base is retired from s . c charges epreciation to SKOKIE will be
correspondingly adjusted as of the end of the c hich the addition or retirement took
place. Furthermore, it shall be a ccepte nd understood by all parties that once an asset
has been fully depreciated, a sh no Ion be an annual depreciation charge on that
particular asset.
5.05 Ouantitv Ch �e J
SKOKIE will pay Ev n a Qua tity Charge based upon a Quantity Rate equal to SKOKIE's
share of the "Operating C " r 1,000 gallons of water delivered to the Point of Delivery. The
"Operating Costs" to be incl ded in determining the Quantity Rate are the costs assigned to the
functions of Administration, Pumping, Filtration, and Distribution, identified in the Evanston
CAFR of the Evanston Water Fund described in Group Exhibit "B" attached to this Agreement.
The Operating Costs applicable to water deliveries during the Service Year will be determined
based on the results of operation of the Evanston Water Utility, as audited by independent
certified public accountants selected by Evanston, as reviewed by SKOKIE. The total Quantity
Charge will be adjusted at the end of each Service Year to reflect the actual, total Quantity
Charge owed to Evanston based on the Fiscal Year Operating Costs finally determined by the
latest annual audit performed by the current Evanston independent certified public accountant as
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defined in Section 5.08 (True Up). In determining the Quantity Rate, Operating Costs will be
allocated to SKOKIE based upon the ratio of its Average Day Demand identified in Section 7
(Water Supply; Allocation; Distribution) of this Agreement supplied by the Evanston Water
Utility, to the aggregate of the Average Day Demand of all Evanston Water Utility, SKOKIE and
other customers or users of the Evanston Water Utility system during the Fiscal Year. The
Quantity Rate will not include any portion of any costs included in computing the Fair Value
Rate Base, Annual Return on Rate Base or Depreciation Charge.
5.06 Demand Charge and Ouantitv Charge Smoothing
Demand Charge Cap. Upon completion of the ClearwelLProject immediately south of
the Evanston Water Utility, and upon completion of the Intakeeplacement Project, but not later
than the end of year 2022, any increase and decrease in ar y Evanston Water Utility Asset shall
not increase the total rate charged to SKOKIE by mo_r an four per&_ _t _ %) per year until the
entire cost of the Evanston Water Utility Asset has`een recovered by either Party compared to
the cost change that would have occurred if the Evanstft ater Utility Asset change was not
smoothed. No cap or smoothing will be calaethdue to th8ange in total customers utilizing
the Evanston Water Utility. Any increased. capitcts s associated exclusively with the
acquisition of new customers -j p € nston wV not be included in the rate calculation for
SKOKIE. SKOKIE's rate shaitot be=Mncreased As?a result of the acquisition of new Evanston
customers. Evanston mpymge rdtM17the rep�ITcement of assets assigned to SKOKIE, as needed,
to add a new Evantn customecr mapd new assets beneficial to SKOKIE, provided that the
new rate for SKOKII skqual to a%=less than the then -current SKOKIE rate.
Quantity Charge 0MV2 The Parties agree to cap the annual increase of the labor costs
portion of the Operating Costs that are used to determine the Quantity Rate based on the actual,
annual aggregate cost increase (if any), if Evanston labor costs increase more than 4% in any
given year. When Evanston labor costs increase by more than 4% any given year, the labor
costs portion of the Operating Costs shall be capped based on the average of the annual
percentage increases of labor costs for public works employees of Evanston and Skokie (e.g.,
Evanston increase (4.4%) plus Skokie Increase (4.0%) divided by two equals a 4.2% capped
increase).
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5.07 SKOKIE Audit Rights
Not more than once per year, SKOKIE shall have the right to audit all parts of the water charges,
and the components thereof, as well as any other fees, charges, or assessments provided for in
this Agreement. SKOKIE's right to audit includes, but is not limited to, the Demand Charge, the
Quantity Rate, the Quantity Charge, the Rate Base and the Depreciation Charge, as well as any
other components of the water charges. Evanston shall reasonably cooperate with requests by
SKOKIE and its auditors regarding reasonable requests for documents and information needed to
complete the audit related to the rights and obligations of the Parties under this Agreement. Each
Party is responsible for its respective costs of the audit.
5.08 True-UD
At the end of each Service Year and subject to Section 5
be a final Quantity Charge or credit issued by Evan
Rate calculated by utilizing the latest availa
adjustments to the water charges, and the components
or assessments provided for in this
SKOKIE or any credit to SKOKIE by
Up process. The Parties have atth
examples of the "True -Up"
dispute resolution
responsible Party
separate
6. Water Svstem
Audit Rights), there will
ust the total Quantity
Aerating Costs. Any
as well as any other fees, charges,
payment to Evanston by
as part of this annual True -
"A" to this Agreement, illustrative
an Charge. After the True -Up process and any
W.ii final charge or credit shall be paid by the
days of the issuance of the invoice or credit by
agreed to in writing by the Parties.
6.01 Water Svstem Definitions and Related Terms
In this Agreement, the following definitions apply:
• Evanston Clearwell Project: The replacement of the 5.0 MG treated water storage
facility located on the south side of Lincoln Street opposite the water treatment plant
• Evanston Intake Replacement Project: The replacement of Evanston's 36" and
42" diameter intake(s) and all appurtenances thereto (See Group Exhibit "B", Assets #9 and
#13 in the Source of Supply asset list).
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• Evanston Water Utility: The assets in the Source of Supply, Pumping Plant,
Treatment Plant, Water Plant and Transmission locations in service as of December 31, 2019,
and identified in Group Exhibit "B" to this Agreement, which components may adjust annually
as of the end of each Fiscal Year to reflect additions to, and retirements of, Water Utility
components.
• Skokie Water System: The infrastructure that makes up the Skokie Water
System, including but not limited to, the water treatment, pumping, storage, distribution and
delivery system, pump stations, transmission and distribution mains, valves, meters, and
connection facilities. AL
• Points of Delivery: EVANSTON shall deli
at or near:
• The intersection of
• The intersection of
District Channel
• The interqectio
.
• The int District �C rirw
of the Skokie fi .ning
control the Skokie wa
Booster Station records as
attached as Exhibit F to this
Street
to the Skokie Water System
and Emerson Street
Metropolitan Water Reclamation
Gross Point Road
and the Metropolitan Water Reclamation
A separate agreement between the Parties for use
y Wanston as compensation for Evanston to operate and
assure pressure in the Skokie Water System and providing
I in sections 7.03 and 7.04 of this agreement. The IGA is
• "Total Equivalent Rate" is a calculation used to estimate a water rate in a cost per
thousand gallons. The fixed annual return on fair value rate charge and the annual depreciation
charge are each divided by the water supplied to the wholesale customer during the previous year
(in 1,000 units) to develop an estimated cost per thousand gallons for the fair value rate charge
and the depreciation charge. These two estimated costs per thousand gallon rates are then added
to the preliminary quantity charge to calculate a total equivalent rate. Estimated fair value rate
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charge costs per 1,000 gallons + estimated depreciation charge costs per 1,000 gallons _
preliminary quantity charge per 1,000 gallons - total equivalent rate.
• To the extent a word or term is used in this Agreement that is not defined herein,
the first source of interpretation of the word or term shall be its definition in the AWWA M-1
Manual or other AWWA publication pertaining to water transmission and distribution facilities
(if defined therein), then any applicable federal or state laws (e.g., Clean Water Act) and then the
common definition found in the most recent edition of any mutually agreed upon nationally
published dictionary (e.g., Webster's Dictionary or Merriman's Dictionary).
7. Water Supply; Allocation; Distribution
7.01 Water Sunnly, Sale and Purchase. Allocation
Evanston will sell and deliver to SKOKIE the full ate requirement of the SKOKIE Water
System, except as otherwise set forth in this Agri tit. SkQKIE will urchase all of the water
it receives from Evanston in accordance with this Agree t.
SKOKIE is responsible to obtain and maintat alloca ' n from the Illinois Department of
Natural Resources ("IDNR"). In this Agree " e , Ave ge Day Demand ("ADD") means the
IDNR water allocations esta tshe n Nove ber 2011 for Skokie. In this Agreement,
Maximum Flow Rate ("MFR") . e rat ow that Evanston is required to provide at the
Points of Delivery.
The MFR to SkokXpeafac
ed o the'Year 2030 IDNR water allocation assigned to Skokie
multiplied by a 1.65to .
• Illustrative fofmula for calculating the MFR for Skokie: Skokie Year 2030 IDNR
water allocation = 10.838 x 1.65 = 17.883 Million Gallons per Day ("MGD") MFR.
7.02 Emerzencv Connections
This Agreement will not prohibit SKOKIE or Evanston from entering into any emergency water
service agreement with another municipality, water agency, or other source. Nothing in this
Section will affect Evanston's right to collect all water charges provided for in this Agreement.
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7.03 Pressures
Evanston will supply water to SKOKIE by direct pressure from the Evanston Water Plant
without intermediate pumping from reservoirs. Evanston shall control operating pressures within
its water distribution system and adjust such pressures according to the water demands within its
water distribution system to ensure that the pressure at the Emerson Street Delivery Point is at all
times between 40 and 50 pounds per square inch ("PSI").
7.04 Skokie Water Svstem Pressure
EVANSTON shall operate and control, but not maintain, the SKOKIE water system to assure
pressure at the Skokie Village Hall is maintained at a minimum pressure of 27 PSI, based on
pressure measurements taken at the same location and elevatio s t e current pressure monitor.
Such operation and control shall be affected remotely from a ston Pumping Station using
SCADA equipment and information provided by S -. SKO .s responsible to provide
accurate information about their water system a ssure hat the se oints of flow control
valves are appropriate set and components of their syste re in proper operating condition.
EVANSTON shall maintain complete and
periods and of Skokie tank and reservoir
such records to SKOKIE at le
As long as EVANSTON
as indicated in secti-oJF77.04,
of the fire
7.05 SUDDIV and Service A0
Nothing in this Agreement
Is
calendar month.
booster station operating
ssures and shall deliver a copy of
Skokie water system and provides the records
ve the maintenance costs and annual fees for use
a stlparately-executed Intergovernmental Agreement.
drt Onlv: Title to Water
1 be construed as granting any proprietary or other interest in the
Evanston Water Utility to SKOKIE. Nothing in this Agreement shall be construed as granting
any proprietary or other interest in the SKOKIE Water System to Evanston. Evanston and
SKOKIE agree that this Agreement is solely an agreement for the sale and purchase of a supply
of Water and related services. Title to Water passes at the Point of Delivery from Evanston to
SKOKIE. Evanston agrees to deliver an adequate water supply on a regular basis to maintain
SKOKIE water requirements as provided for in this Agreement. Evanston agrees to not utilize
off-peak pumping to meet the SKOKIE water requirements, unless requested by SKOKIE.
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7.06 Temnorary Restriction
Evanston has the right to restrict, on a temporary basis, the supply of water to SKOKIE in order
to ensure an adequate water supply to all customers of the Evanston Water Utility for basic water
services, and firefighting purposes, provided that the duration of the temporary water restriction
is limited to the minimum time period necessary to resolve the condition or unforeseen
emergency that caused the temporary restriction and provided further that the restrictions
imposed upon SKOKIE shall be consistent with the restrictions imposed on other customers
(including Evanston). Evanston shall take immediate, commercially reasonable actions to fix,
repair, employ a temporary solution until a permanent solution is available or resolve the
condition or unforeseen emergency that caused the temporaryjr restriction. If there is an
insufficient water supply available to serve SKOKIE
receive its pro-rata share of the amount of water that
Water Utility based on the IDNR water
"B" to this Agreement. If Evanston temporarily
this Section, it shall deliver immediate wri M
the restriction, identifies the estimated red,
SKOKIE and the anticipated duration of the
twenty-four (24) hour period P he term orar.
with status reports in subsequent?%glbF(�8
condition or
water restriction
Parties agree to meet
to
customers, SKOKIE will
vailable at the Evanston
and id6qtjTied in Group Exhibit
supply of water to SKOKIE under
that explains the reason(s) for
of water to be supplied to
water supply service. During the first
fiction, Evanston shall provide SKOKIE
Is relative to the progress in resolving the
ysed the temporary water restriction. If the temporary
to extend beyond a twenty-four (24) hour period, the
ially reasonable options and actions to fix, repair,
employ a temporary solutiotil a permanent solution is available or resolve the condition or
unforeseen emergency that caused the temporary water restriction.
7.07 Maintenance
Scheduled maintenance and repair to the Evanston Water Utility or the SKOKIE Water System
that may impact water supply and service to SKOKIE cannot be done except upon prior notice to
the other Parties of not less than five (5) days. 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 Party as soon as practicable under the circumstances. Each Party agrees to
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maintain their respective water systems in accordance with the manufacturers' warranty and
operational specifications.
7.08 Skokie Option to Purchase Water from Other Suonliers
Notwithstanding any other provision in this Agreement, Skokie may purchase water from other
water suppliers under the situation. Skokie may purchase water from other water suppliers to the
extent Evanston fails to deliver to Skokie the full water requirements up to the total amount of
the IDNR water allocations as required by this Agreement. In the event of such failure by
Evanston, but excluding temporary restriction(s) under Section 7.06 or maintenance situations
under Section 7.07 above, Evanston shall provide written notice t Skokie of the service failure,
which shall include a description of the operational or techni easons for the failure to deliver
Skokie's full water requirements.
7.09 Surges and Back -Flows
No surges or back -flows into any Party's water syste e�'Ilo""wable un er this Agreement.
7.10 SKOKIE Resaonsibility for Damage to vhnston's Water tility
SKOKIE is responsible for damage to the E n t ter U .p ity or of any of its customers due
to surges and back -flows caused malfun n or misuse of SKOKIE's Water System,
including, without limitation al , ration o b oster station operation, excluding damage
where Evanston is responsible o erat' n of the SKOKIE Water System, including,
without limitation, it.ation booster station.
7.11 Evanston's Resn'TMjbility forv�maee to SKOKIE's Water Svstem
Evanston is responsiblVdama to the SKOKIE Water System or of the water systems any of
its customers due to sack -flows caused by malfunction or misuse of Evanston's
Water Utility, including, without limitation, valve operation, booster station operation or pump
station operation.
8. Existing and Future Customers of Evanston; SKOKIE Other Users
8.01 Existing and Other Water Customers Served by Evanston
Evanston agrees that it will continue to supply water to its existing customers without impairing
SKOKIE's right to Water service from Evanston under this Agreement, or impairing Evanston's
ability to deliver Water to SKOKIE under this Agreement. Nothing in this Agreement limits
Evanston executing new, modified or amended agreements with any other current or future
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wholesale water customer served by Evanston. SKOKIE agrees Evanston has the right to serve
new wholesale water customer(s) subject to its obligations to SKOKIE under this Agreement.
8.02 Northwest Water Commission
In the event of the loss of the Northwest Water Commission ("NWC") between the years of
2034-2040, the change in the total rate increase shall be calculated, and Skokie shall be assessed,
not more than fifty percent (50%) of the rate increase incurred by the loss of NWC. Assuming
the loss of NWC between the years of 2034-2040, total Skokie rate increases shall be capped at
eight percent (8%) per annum. Evanston shall take all commercially reasonable actions to
reduce all assets in use at the WTP to reflect the new plant dem�&d without NWC. After 2040,
SKOKIE rates shall be recalculated according to this
8.03 Skokie Allocation
Evanston agrees that any new, modified or amende
future wholesale water customer that results in a 1
due to sharing of assets in accordance with Section 5
Skokie's asset allocation. Vlb.—
9. Future Transmission Main Asset Adj
9.01 Church Street Delivery
Evanston will cap the 24-in
the Church Street Delivery
Beginning in Sen
four (4) 16-inch A
removed from the
ant or c0tract with any current or
40nal usa of the asset by Skokie,
result in a comparable reduction of
Street at Pitner Avenue in 2021 eliminating
tch water main (asset number 476) and the associated
) needed for the Church Street Delivery Point will be
assigned to Skokie.
9.02 36-inch Supply Line insT--4R0 in 1965
Skokie agrees that the 36 ch supply line (asset number 533) constructed and placed into
operation prior to June 1, 1965 in accordance with the 1963 Agreement between the City of
Evanston and Village of Skokie Relating to Water Supply, is no longer for Skokie's exclusive
use.
Beginning in Service Year 2022; the portion of the 36-inch supply line from the west end of the
existing 48-inch line to the connection of the 24-inch diameter water main located at Bridge
Street will be shared between Evanston and Skokie.
The portion of the 36-inch supply line from the connection of the 24-inch diameter water main
located at Bridge Street to the corporate boundary at McCormick Blvd shall be included only in
the Skokie rate base.
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9.03 Documentation of Transmission Main Asset Adjustments
The transmission main asset adjustments, stated in section 9.01 and 9.02 above, are reflected in
the select water main asset list for select water mains -Skokie and select water mains shared by
Evanston and Skokie as well as an illustration of Shared Transmission Fixed Assets Map in
Exhibit G .
10. Meters and Measurements; Meter Testing
10.01 Unit of Measurement
The unit of measurement for water delivered pursuant to this Agreement will be gallons of water,
U.S. Standard Liquid measure, and all meters installed
the Parties otherwise agree, be so calibrated, and must
water.
10.02 Sunervisory Control and Data Acauisition VrS_
SKOKIE shall in real time provide to Evanston the
listed in Exhibit D, except during S
SKOKIE the digital and analog input /
SCADA failure.
In regard to on -site visits
requesting Party shall qu
the receiving Part : nd st
receiving Party's sta
cooperate in scheduling s
promptly repair any SCAD
s Agreement must, unless
thousand (1,000) gallons of
and analog input / output signals as
shall in real time provide to
in Exhibit E, except during
s respective water system facilities, the
and inspections in advance by written notice to
all security protocols and be accompanied by the
on -site visit or inspection,
the receiving Party shall
visits and inspections. Evanston and SKOKIE agree to
10.03 Delivery Meters
Water sold and delivered to SKOKIE pursuant to this Agreement must be measured through a
meter or meters furnished, installed, maintained, replaced and read by Evanston (the "Delivery
Meters"). Except as provided in this Agreement, all billing for Water sold and supplied pursuant
to this Agreement must be based upon Evanston's readings of the Delivery Meters, subject to
SKOKIE's right to audit Evanston's readings under Section 5.07 (SKOKIE Audit Rights) above.
All Delivery Meters shall be in good working order, shall at all times meet or exceed the
standards of the AWWA, or its successor entity, and shall be available for inspection, testing,
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and checking by SKOKIE upon reasonable request to Evanston. Evanston shall at its cost
maintain, inspect, test, calibrate and adjust all Delivery Meters not more than two (2) times per
year. Representatives from SKOKIE shall have the right to witness all such maintenance,
inspections, tests, calibrations and adjustments. Skokie shall pay to Evanston the actual cost
incurred by Evanston in maintaining, testing, calibrating and adjusting the Delivery Meters,
which cost shall be included as part of the Quantity Charge. Copies of the results of all such
maintenance, inspections, tests, calibrations and adjustments must be furnished by Evanston to
SKOKIE upon request.
10.04 Check Meters
SKOKIE may, at their option and expense, install and operate a check meter(s) (a "Check
Meter") to check each Delivery Meter, but the measurement of wader for billing pursuant to this
Agreement shall, except as hereinafter provided, be measured solely by_heDelivery Meters. All
Check Meters shall meet or exceed the
inspection and checking by Evanston ul
installation, maintenance, regulatory fees,
Check Meters shall be performed by SKOK
10.05 Meter Calibration and
If either Evanston or SKOR
Check Meter or any
other Party, and
such meter(s). If upc
percentage inaccuracy
then the meter's regi
and
A and shall be available for
to SKOKIE. The costs for
testing;ibration, and adjustment of all
sole cost and expense.
a variation between a Delivery Meter and a
malfunction, such Party must promptly notify the
to cooperate to inspect and test the accuracy of
or test, any meter is found to be out of service or the
is found to be in excess of two percent (2%) slow or fast,
as well as charges for water based on incorrect metering, must be
corrected by agreement of Evanston and S based on the best data available. The best data
available is defined as the registration of an installed Check Meter that is accurately registering
equal to or less than two percent (2%) slow or fast during the period extending back to the
time when such inaccuracy began. If it is impossible to determine the time period of inaccuracy,
the correction period will extend back one-half of the time elapsed since the last date of
calibration. Otherwise, the amount of water delivered during such period may be estimated by:
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• correcting the error if the percentage of the error is ascertainable by calibration
tests or mathematical calculation; or
• if the error is not ascertainable by calibration tests or mathematical calculation, by
estimating the quantity of water delivered by reference to deliveries during the preceding periods
under similar conditions when the meter or meters were registering accurately.
10.06 Notification Concerning Meter Tests
Evanston and SKOKIE shall deliver to the other Party written notice at least seventy-two (72)
hours in advance of the time of any planned maintenance, inspection, test, calibration,
adjustment or other work affecting any Delivery Meters or Che_G1f"Ieters so that the other Party
may arrange to have a representative present. If said
in such notice, the inspection, test, calibration, adj,
absence of said representative. Notices required uri
following persons at the following addresses, unless c
If for Evanston:
Water Bureau Chief
555 Lincoln Street
Evanston, Illinois 60201
Phone: 847.448.4311
Email: current business.i
If for Skokie:
Need info from Skokie
tative is not present at the time set
or othgr�work will proceed in the
thisbSection 10 Q:6— shall be given to the
se provided in writing by SKOKIE:
Please give all notice to Viifage Manager and Corporation Counsel
10.07 Removal of Meters
Delivery Meters and Check Meters may be removed upon termination of this Agreement only
upon mutual agreement of the Parties and upon the release of any easements related thereto.
10.08 Meters for Customers
Each Party is responsible for providing water meters to its own customers.
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11. Dispute Resolution
11.01 Negotiation
If a dispute arises between Evanston and SKOKIE concerning this Agreement, 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 Agreement. Each Party will bear its own costs, includir� attorneys' fees, incurred in all
proceedings in this Section.
Party to this Agreement may pursue other remedies
enforce the provisions of this Agreement.
11.02 Remedies
In any action with respect to this Agreement,
law or in equity. Each and everyone of ff
Agreement shall be
benefits allowed by law_
attorneys' fees,
11.03 Venue and AnTM al
All questions of interpreel
to this Agreement, will be
If the Parties do not resolveAfie li
through negotiation, any
,) below to
to pursue any legal remedies at
ies, and benefits provided by this
of any other rights, remedies, and
its own costs, expenses, experts' fees, and
under this Agreement.
ruction and enforcement, and all controversies with respect
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
Agreement 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.
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12. Force Maieure
12.01 Excuse From Performance
No Party will be liable in damages to any other Party for delay in performance of, or failure to
perform, its obligations under this Agreement, if such delay or failure is caused by a Force
Majeure Event as defined in Section 12.02 (Force Majeure Event) below. If a Party cannot
perform under this Agreement due to the occurrence of a Force Majeure Event, then the time
period for performance of the Party under this Agreement shall be extended by the duration of
the Force Majeure Event.
12.02 Force Maieure Event
A "Force Majeure Event" means an event not the fault of, a eyond the control of, the Party
claiming excuse which makes it impossible or extremely i rac 4,. able for such Party to perform
obligations imposed on it by this Agreement, by virtu f its effecNn
al facilities and their
operation or employees essential to such performa or iV'ajs include:
• an "act of God" such as an ear-t ► uake, floc ire,,Lake Michigan seiche, tornado,
earth movement, or similar catastrophic
• an act of terrorisrifs—R"c tage, ciAldisturbance or similar event,
• a strike, work stop g , p ct, lcet4neor similar concerted labor action,
• dela in const c ionZr by unanticipated negligence or breach of contract
by a third party or in 'ty to obt esseential materials after diligent and timely efforts, or
• an order or ation issued by a Federal or State regulatory agency after the
Effective Date or a judgmen or order entered by a Federal or State court after the Effective Date.
A Force Majeure Event does not include a change in economic or market conditions or a change
in the financial condition of a Party to this Agreement.
12.03 Notice
The Party claiming a Force Majeure Event excuse must deliver to the other Parties a written
notice of intent to claim excuse from performance under this Agreement by reason of a Force
Majeure Event. Notice required by this Section must be given promptly in light of the
circumstances. Such notice must describe the Force Majeure Event, the services impacted by the
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claimed event, the length of time that the Party expects to be prevented from performing, and the
steps which the Party intends to take to restore its ability to perform its obligations under this
Agreement.
13. Preservation of Water Rights
Evanston intends to preserve all of its water rights, irrespective of whether the water held under
such water rights is allocated under this Agreement. Nothing in this Agreement shall be
construed as an abandonment, or evidence of intent to abandon, any of the water rights that
Evanston presently possesses.
14. Good Faith and Fair Dealing,
The Parties each acknowledge their obligation under Illinoi a o act in good faith toward, and
deal fairly with, each other with respect to this Agreeme
15. Disconnection, Removal Relocation of Trau zisionVains
15.01 Termination of Agreement
Upon termination of this Agreement, Evans tai
discre ' d at its cost, may disconnect or
remove the transmission mains located withi vis of way or utility easements, but
only after the Parties mutually and si eement and a release of easements that
pertain to disconnection and emo of the trssion mains.
15.02 Relocation
In the event that t oints o i live any portion of the Evanston Water System and the
Skokie Water Syste d to be cated due to unanticipated circumstances or at the request of
either Party, the Parties n otiate an addendum to this Agreement that provides for the
relocation, reconstruction, fi ncing and cost sharing of the relocation work.
16. Termination; Default
16.01 Termination by Evanston
This Agreement shall be subject to termination if a court of competent jurisdiction restricts or
limits any of Evanston's rights to obtain, sell, contract for, or distribute water to SKOKIE in a
manner that prohibits Evanston from complying with its obligations to SKOKIE under this
Agreement. Evanston will have the right to terminate this Agreement if SKOKIE fails and
defaults with respect to its obligations under Section 5.02 (Billing and Payments) of this
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Agreement, and otherwise fails and refuses to cure such default under Section 11.01
(Negotiation) and Section 16.04 (Default; Cure Period; Relief).
16.02 Termination by Mutual Agreement
Only upon mutual consent, the Parties may agree to terminate this Agreement, in writing, after
the approval of a termination or wind -down agreement by their respective corporate authorities.
16.03 Termination by SKOKIE
SKOKIE shall have the right to terminate this Agreement if it delivers written notice to Evanston
of its intention to terminate this Agreement not less than five (5) years prior to the termination
date of the then -existing Term. In addition, SKOKIE has the rio terminate this Agreement
for the following reason(s):
A. Evanston fails to deliver water in accordance with
of this Agreement.
B. SKOKIE can terminate this Agreement aLthe end of
during any Extended Term, subject to
16.04 Default. Cure Period: Relief
In the event any Party defa , in
defaulting Party shall send writ
request that the defa cur
Agreement by ag Party sh 1
default to the other V.
sati a
to
se f6'1 to comply with the terms
itial Term, or as otherwise provided
anston.
igation under this Agreement, the non -
with a description of the default, and a
default. Any Party deemed to be in default under this
a thirty (30) calendar day cure period to resolve the
or to initiate and continue to take actions that are
designed to cure the defa a reasonable time period so that the Party in default is in
conformance with the terms of this Agreement. 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 11.01 (Negotiation) above. If the Dispute Resolution process is not
successful, then either Party may seek to enforce remedies in Section 11.02 (Remedies) to
enforce the provisions of this Agreement.
16.05 Dispute Resolution in Quantity Rate Calculation
If a dispute develops between the parties pursuant to Section 5.07 and 5.08, the parties will
submit to non -binding mediation to address any controversy or claim arising out of, or relating to
those Sections.
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The mediation shall be conducted by JAMS. Both parties shall share the cost of the dispute
resolution process equally; however, personal attorneys and witnesses or specialists are the direct
responsibility of each party and any associated fees and expenses shall be the responsibility of
the respective party.
17. General Conditions
17.01 Entire Agreement
This Agreement constitutes the entire agreement of the Parties concerning all matters specifically
covered by this Agreement. There are no representations, covenants, promises or obligations not
contained in this Agreement that form any part of this Agreement or upon which any of the
Parties is relying upon in entering into this Agreement
understandings, promises or conditions among the Parties
whether oral or written, and this Agreement
commitments and understandings among the Partie
17.02 Prompt Pavment
In regard to the payment of any fee, charge'
Parties are subject to and shall comply wi
ILCS 505/1, et seq.).
17.03 Comuliance With La
The Parties to this Agree
rules and
17.04 ReLyulatory Bodiq
This Agreement shall be
or promulgated by the U
no other commitments,
other contract or agreement,
or oral agreements,
for under this Agreement, the
Prompt Payment Act (50
all applicable Federal, State and local laws,
and conditions of this Agreement.
all valid rules, regulations, and laws applicable hereto passed
s 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 17.04 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 Agreement.
17.05 Illinois Freedom of Information Act
The definition of a "public record" in the 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
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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 relating to the
performance of this Agreement in compliance with the requirements of the Local Records Act
(50 ILCS 205/1, et seq.) and FOIA.
17.06 Interpretation; Headings
This Agreement 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 Agreement. S_-ction headings and titles are
descriptive only and do not in any way limit or expand the scope of this Agreement.
17.07 Waiver
The failure of any Party to enforce any secticT - ubsection, term condition or covenant
(collectively referred to as "provision") of this "AVrQ eKMhall not'be deemed a waiver or
limitation of that Parry's right to subseque tly enforce a�d_compel strict compliance with such
provision and every other provision of this e t. No ptov ision of this Agreement shall be
deemed waived by any Party, unless the provis be ved and the circumstances giving rise
to such waiver are set forth s cifi in a d y authorized and written waiver of the Party
charged with such waiver. o 've .ther vanston or SKOKIE of any provision of this
Agreement shall be d , e o con ed as a waiver of any other provision of this Agreement,
nor shall any wai of any bre c , be emed to constitute a waiver of any subsequent breach
whether of the same o ifferent ovision of this Agreement.
17.08 No Individual or Persm aniability
The Parties agree that the acl tons taken in regard to and the representations made by each
respective Party in this Agreement and by their 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 Agreement.
17.09 No Third Partv Beneficiaries
This Agreement is not intended to benefit any person, entity or municipality not a Party to this
Agreement, and no other person, entity or municipality shall be entitled to be treated as
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beneficiary of this Agreement. This Agreement 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 hereto.
17.10 Amendments
No amendment to this Agreement shall be effective until it is reduced to writing in an addendum
and approved by the corporate authorities of the Parties. All
authorized official of each Party. If any governmental agen
new rules or regulations or new nationally recognized wait sys
adopted that require the method of water producti;Caij�
y com
for the delivery of water under this Agreement tq
shall be executed by an
regulatory authority enacts
ineering requirements are
infrastructure used
or modified, the Parties agree to
negotiate an addendum to this Agreement that address a construction and operation of the
required water system improvements to the on Wate ility and/or the SKOKIE Water
System, the cost allocation of such improve nt nl a Parties and the financing of such
improvements.
17.11 Assignment
No Party shall assign oftble ., l o sfer its interest in this Agreement or any of its rights or
obligations under, ii AgreemeTBLvithdT the prior written, mutual consent of the other Parties.
The terms and conditiZof this S'greement shall be binding upon and shall inure to the benefit
of the Parties hereto and tective successors and assigns.
17.12 Notice
Except as otherwise provided in this Agreement, all notices and other communications in
connection with this Agreement shall be in writing and deemed to be given on the date of
mailing if sent by certified mail, return receipt requested and deposited in the U.S. Mail, postage
prepaid, or may be delivered by messenger delivery, or overnight express mail, or personal
delivery, or via facsimile, or via electronic internet mail ("e-mail") to the current mailing
address(es) or email address(es) of the Parties' principal administrative offices, addressed to the
MayorNillage President or the City Manager/Village Manager. Facsimile notices shall be
deemed valid only to the extent that they are (a) actually received by the individual to whom
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addressed and (b) followed by delivery of actual notice in the manner described in either (i), (ii),
or (iii) above within three (3) business days thereafter at the appropriate address set forth below.
E-mail notices shall be deemed valid only to the extent that they are (a) opened by the recipient
on a business day at the address set forth below, and (b) followed by delivery of actual notice in
the manner described in either (i), (ii), or (iii) above within three (3) business days thereafter at
the appropriate address set forth below. Unless otherwise provided in this Agreement, notices
shall be deemed received after the first to occur of (a) the date of actual receipt; or (b) the date
that is one (1) business day after deposit with an overnight courier as evidenced by a receipt of
deposit; or (b) the date that is three (3) business days after deposit in the U.S. mail, as evidenced
by a return receipt. By notice complying with the requirement this Section, each Party to this
Agreement shall have the right to change the address or a ad_ ressee, or both, for all future
notices and communications to them, but no notice of
effective until actually received.
Notices and communications shall be
unless otherwise directed by the Parties:
If for ON of Evanston:
With copy to: Corporation
City Manager
Lorraine Morton Civi
2100 Ridge Aven4
Evanston, Illinois 60,
Phone: 847.866.2936
Email:
citvmanaaersofficea,
With a copy to:
Need info from Skokie',
.org
City Manager)
ee or address shall be
at, the following addresses,
Production Bureau Chief
555 Lincoln Street
Evanston, Illinois 60201
Phone: 847.448.4311
Email: publicworks@cityofevanston.org
Please give all notice to Village Manager and Corporation Counsel
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By notice with the foregoing requirements of this Section 17.12, the Parties shall have the right
to change the addresses for all future notices and communications to itself, but no notice of such
a change shall be effective until actually received.
17.13 Severabilitv
In the event any term, provision or condition of this Agreement is held invalid by a court of
competent jurisdiction, such invalidity shall not affect other terms, provisions or conditions of
this Agreement which can be given effect without the invalid term, provision or condition. To
this extent and purpose, the terms, provisions and conditions of this Agreement are declared
severable. If any part of this Agreement is adjudged invalid, such 'udication shall not affect the
validity of this Agreement as a whole or of any other part.
17.14 No Separate Legal Entitv: No Joint Venture or Part&&iDorncv
This Agreement establishes a cooperative intergove t ment 1 underta but the Parties do not
intend to create a new or separate legal entity by en er' this Ag eement. This Agreement
does not establish or create a joint venture r partnershi ween the Parties and no Party shall
be responsible for the liabilities and debts o h r Partie ereto. No Party shall be deemed
to be the agent, employee, or representative of , the Y.
17.15 Independent Sovereign St t .
The Parties to this Agreemga are en c tt, overeign units of local government and no Party
shall exercise cont • over ei the a rmance of any other Party or the employees of any
other Party.
17.16 Effective Date '
The Effective Date of this Agreement shall be the date that the last authorized signatory signs
and dates this Agreement, which date shall be inserted on the first page of this Agreement. This
Agreement shall become effective only in the event the corporate authorities of each Party
approve this Agreement.
17.17 Authorization
In accordance with applicable state laws, this Agreement was approved by each Party as follows:
A. The adoption of Ordinance E -0-21 by the Mayor and City Council of Evanston on
the , 2021.
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B. Tr he passage of Resolution 21-_ by the Village President and Board of Trustees of the
Verge of Skokie on the , 20211
17.18 Counterparts
This Agreement 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 Agreement.
17.19 Exhibits
In the event of a conflict between any Exhibit attached hereto and the text of this Agreement, the
text of this Agreement shall control. The following Exhibits are attached to this Agreement and
made a part hereof:
A. Group Exhibit "A": Illustrative Example of "True-U
through A-11: „4
Page A-1: Skokie Quantity Rate True Up Calcu
Page A-2: Skokie Preliminary Quantity Rate
Pumpage and Audited Information;
Page A-3 to A-6: 2019 Audited Info ho
Evanston, Illinois, for the FY
• Page A-7: Skokie Actual
40
and Audited Information;
• Page A-8 to <.ior
Evanston, IllinB. Group Exhibit B:
2021 Based on Evanston Ph
comprised of Pages A-1
1;
1 Based on FY 2019
Expenses Per CAFR, City of
ce Year 2021 Based on FY 2021 Pumpage
for Water Expenses per CAFR, City of
of Rate Calculation for Skokie Water Rate for Service Year
ected Information for Fiscal Year 2019 comprised of Pages B-1
through B-31.
• Pages B-1 to B-5: Example of Rate Calculation for Skokie Water Supply;
• Pages B-6 to B-17: Evanston Water Utility Component Sheets, Table 1 dated 11/5/2020
(Reproduction Cost New Less Depreciation As Of December 31, 2019, Pages 1 through 12
of Burns & McDonnell Water Works Properties Valuation);
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• Page B-18: Evanston Water Utility Component Sheets, Table 2 dated 11/5/2020 (Summary
of Reproduction Cost New Less Depreciation As Of December 31, 2019, of Burns &
McDonnell Water Works Properties Valuation);
• Page B-19: Evanston Water Utility Component Sheets, Table 3 dated 11/5/2020 (Summary
of Original Cost Less Depreciation As Of December 31, 2019, of Burns & McDonnell Water
Works Properties Valuation);
• Page B-20: Evanston Water Utility Component Sheets, Table 4 dated 11/5/2020 (Summary
of OCLD and RCNLD At December 31, 2019, of Burns & McDonnell Water Works
Properties Valuation);
• Page B-21: IDNR Water Allocations as of November 2011 f
• Page B-22: 2019 Capital Assets Activity, City ovanstonIllinois, for the FY ended
December 31, 2019 (Page 38 of the Evanston 20L9-CAFR); = ___
• Page B-23: Evanston Audited Information, Cify - vadstan, Schedule of Plant Fixed Assets
and Depreciation, Year Ended December 31, 2019;___
• Pages B-24 to B-25: Evanston Audife t-- brmation 'City of Evanston, Schedule of
Transmission Fixed Assets and Depreciation, %a?S- uded December 31, 2019;
• Page B-26: Illustration of SShare -fansmissron Fixed Assets, December 31, 2019
• Page B-27: 2019
2019 Annual Report);
• Pages B-28 to B,111 Audited Information for Water Expenses per CAFR, City of
Evanston, Illinu for the FY- dedf7ecember 31, 2019.
C. Group Exhibit?: Depreciation Rates comprised of Page C-1: Depreciation Rates
(Classes of Plant includedaur--ce of Supply, Pumping Plant, Treatment Plant, Water Plant and
Transmission)
D. Exhibit "D": Digital and analog input and output signals that Skokie shall provide Evanston
in real time.
E. Exhibit "E": Digital and analog input and output signals that Evanston shall provide Skokie
in real time.
F. Exhibit "F": Intergovernmental Agreement between the City of Evanston and Village of
Skokie.
G. Exhibit "G": Shared Transmission Fixed Assets Map
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H. Exhibit "H": City of Evanston Ordinance 45-0-19, (Approval of Water Supply Agreement
Between the City of Evanston and the Village of Skokie)
I. Exhibit "I": Village of Skokie Resolution 18-_ (Approval of Water Supply Agreement
Between the City of Evanston and the Village of Skokie)
IN WITNESS WHEREOF, this Agreement was executed on behalf of the Parties through their
authorized representatives, after all duly required corporate action was taken, as set forth below
on the signature pages.
SIGNATURE PAGES TO FO
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SIGNATURE PAGE FOR
CITY OF EVANSTON
IN WITNESS WHEREOF, the below authorized officials of the City of Evanston signed this
Agreement pursuant to legal authorization granted to him/her under Article VII, Section 10 of
the 1970 Illinois Constitution, the Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.) and
the corporate approval granted by passage of Ordinance 45-0-18 by the Corporate Authorities of
the City of Evanston.
Attest:
By:
Name: Devon Reid
City Clerk, City of
Date: _, 2021
Counsel
33
City of
By: 4
of
2021
Approved as to form and legality:
Nicholas E. Cummings, Corporation
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SIGNATURE PAGE FOR
VILLAGE OF SKOKIE
IN WITNESS WHEREOF, the below authorized officials of the Village of Skokie have signed
this Agreement pursuant to legal authorization granted to him/her under Article VII, Section 10
of the 1970 Illinois Constitution, the Intergovernmental Cooperation Act (5 ILCS 220/ 1 et seq.)
and the corporate approval granted by passage of Resolution by the Corporate
Authorities of the Village of Skokie.
Attest:
By:
Name:
Village Clerk, Village
Date: a
34
Vi
, 2021.
Approved as to form and legality:
In
Village Attorney
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3/5/2021
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