HomeMy WebLinkAboutRes 32-22 10/18/2022 Authorizing the Village Manager to accept text changes made by the Northwest Water Commission to the Emergency Water System Interconnection Intergovernmental AgreementRESOLUTION NO. 32 - Z2
A RESOLUTION AUTHORIZING THE VILLAGE MANAGER TO ACCEPT TEXT CHANGES MADE
BY THE NORTHWEST WATER COMMISSION TO THE EMERGENCY WATER SYSTEM
i ER E I L A ENT
WHEREAS, both the 1970 Illinois Constitution (Article VII, Section 10) and the Intergovernmental
Cooperation Act (5 ILCS 220/1 et seq.) authorize and encourage intergovernmental cooperation; and
WHEREAS, the Northwest Water Commission (NWC), Northwest Suburban Municipal Joint Action Water
Agency (NSMJAWA), and the Village are units of government, or instrumentalities and/or agencies of
local government, within the meaning of the 1970 Constitution of the State of Illinois, Article VII, Section
10, having the power and authority to enter into an intergovernmental agreement; and
WHEREAS, Resolution 31-22 was passed and approved by the Mount Prospect Village Board of Trustees
on October 4, 2022 authorizing the Village Manger to sign an Intergovernmental Agreement with the
Northwest Water Commission and the Northwest Suburban Municipal Joint Water Agency for the
construction and operation of an emergency water system interconnection attached hereto and made part
of this Resolution as Exhibit A; and
WHEREAS, on October 12, 2022 the Northwest Water Commission approved and signed the Emergency
Water System Interconnection Intergovernmental Agreement with minor text changes.
NOW THEREFORE BE IT ORDAINED/ RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF
THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS:
SECTION ONE: That the Board of Trustees do hereby authorize the Village Manager to accept text
changes made by the Northwest Water Commission to the Emergency Water System
Interconnection Intergovernmental Agreement, attached hereto and made part of this Resolution as
Exhibit B.
SECTION TWO: That the Village Manager is authorized to sign the agreement and the Village Clerk to
attest.
SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and
approval in the manner provided by law.
AYES: Filippone, Matuszak, Rogers, Saccotelli, Zadel
NAYS: None
ABSENT: Gens
PASSED and APPROVED this 18th day of Octob�-'
ATTEST:
lZe.-,, M-4, ..Karen M. Agoranos, Vi age Clerk
Res NWC/NSMJAWA/VOMP Pg 1of 2
INTERGOVERNMENTAL AGREEMENT
'f'llis In tcrgovcfnmen tal Agircernerit (the "Agreement") is made and entered into by and
between the Northwest Water Coint"Iis$i(ln (-''NWC"), the Northwest Suburban \luniicipal I joint
Action Witter �Ngcncy and the Nldbge of Mount Prospect, an Illinois nuraicipal
corpora6on (the "Vdiage") (coUecrj%,cly-parjjf.
WHEREAS, die 1970 Constirutioil Of the State of Illinois, Article VII, Section 10, authorizes
units Of local goverrunent to contract or Otherwise associate among themselves in any mariner not
prohibited by law or ordinance; and
WHEREAS, the provisions of die Incergovemmental Cooperation Act, 5 ILCS 220/1 el seq.,
authorizes and encourage$ intergovernmental cooperation; and
WHEREAS, the NWC, NMIJ.-Mk, and the Village are units of government, Or
instLuMentalifics ind/or agencies, of local governmer1r, wiffi-in die meaning of the 1970 Constitution
of the Stare of Illinois, Article VII, Section 10, having the power and authority to enter into an
intergovernmental agreement; and
W7 IEREAS, the NWC operates a waterworks System to transport Lake L%fichigaa water
purchased from dia Cit), of Evanston to the water systems of its members and customers ; and
WHEREAS, NSNiU,\WA operates a waterworks System to transport Lake 'N'lickiipri water
purchased front the City of Chic ago to die water systems of its members and custorners; and
WHER.EAS, the Village owns and operates a waterworks system that normally and
customarily receives its drinking water supply from NSNIJAWA; and
WHEREAS, the NWC and the Village jointly conducted enginee ='g and feasibility studies
regarding an emergency water systern interconnection by and between the NWC and the Village that
could supply either batty with water in an emergency siruatiom, and
WHEREAS, the NWC, NSNUAWA, and ti-ic village collectively agree that the most effective
and bellcficial ellietgency watex—systern interconnection design utilizes elfistingNSNfJAWA piping as
depicted in Exhibit A to transfer water between NWC and the Village; and
WHEREAS, die NWC and the Vilhage entered into an intergovernmental agreement to
prepare final desi&rn engineering plans and specifications fair construction, Of a water a system
interconnection by and between the NWC and the Village utilizing existing NSIVIJAWA piping that
could Supply either the KWC Or die Village with water in an emergency situation; and
WHEREAS, the NWC., NS,VljAWA, and the Village now believe it would benefit their
mutual interests to ctAistruct and operate an emergency water interconnection between NWC and the
Village, using existing NSNIJAWA Piping; and
WHEREAS, the M °'C, INSl' fpW,��, and the Village also find it is ii theix intcreNts to cnr:err
IOW an agreement setting forth their ILIriderstacndi.ng for sharing the costs, e:�pcnnses, :and other
obligarnons reCated to die Work and to the c:xperarion of the emergency water System inLerconne:ct on.
WHEREAS, by the execution of this Agreement, the MVC, NSLNIJAWA, and the Village
retain rights to ownership and operation of their respective water system, except as expressly provided
for, and onli to the liraaited extent so provided for in this Agreement;
NOW, THEREFORE, in consideration of the promises, covenants, terms and conditions
set forth in this Agreement, the NWC, NTSh1JAWA, and the Village hereto agree as follows:
Section 1. Irtcr,atnrenticnn oflei itaa,ls. The above recitals are incorporated into this
�i.grecment as if fully set forth herein.
Section 2.rst ra„Jions. The following words and phrases shall have the following meanings
when used in this agreement:
A- "14"Wunois" means this emergency interconnection intergovernmental agreement.
B. 14 ''me -Ins the applicable retail customer rate as established from time to time
by NWC This is the rate paid by the Village of Mount Prospect to the NWC when the former receives
water through the emergency water systern interconnection. The current rate is 51.99 per 1,000 gallons
(Pyfay 202.2), subject to annual amendment by 'NWf, based on a pro -rata increase of NWC's cost of
water or reasonable operation costs. Written notice of any annual amendment shall be provided to
the Village along with all documentation justifying the increase. This rate is based on a (1) capital
charge based on current capacity which is presently 50.69/1000 gallons; (2) operation and maintenance
costs: of the NWC based upon actual usage which is presently $1.30/1000 gallons; and (3) cost charged
by the City of Evanston, that are not included in the operation and maintenance costs charged pursuant
to item (2) above (collectively the `"rate formula""). Theadjustment to the rate will be examined by the
NWS, and subject to adju's'tment by the NWC pursuant to the rate formula set forth herein. The unit of
measure for potable water delivered shall be gallons of water, U.S. standard liquid measure, and all
measuring devices shall be so calibrated unless the NWC and the Village agree otherwise in writing.
Should it become necessary or desirable to use other units of measure, the basis of conversion shall
be that 7.48 gallons is equivalent to one cubic foot.
C, "" ,s- °iVIJLg" means the applicable average mondAy retail customer rate charged
by NSt"VIJAWA TliiK is the average rate paid by NSiVIJn WA mernber comtrsr: rn ties dura -rag the dine
period the NF% C receives water through the emergency water system interconnection, The rate For
May 2023 was $5.93 per 1,000 gallons,
O•"�ust�cra:n�n" means the waterworks system that receives potable water from an
Emergency Supplier. For the purposes of this agreement, both NWC and the Village can act as
customer systems. That is, both systems can receive water through the emergency water system
interconnection. The Village's customer system is described in l xhibit B. The NWC's customer
system is described in E lii'bit C. NSMJAWA is apt considered a customer system.
E• "�-ustoi�a " means the party receiving potable water from an Emergency Supplier.
F. "BC cmra n'.rion 1°"acrlite s" means those portions of the Customer System between the
point of delivery and influent side of the Customer's existing waterworks, wl-ich facilities are depicted
as Rte" ,,lralrlLJ to thi-s Agreernent. Upon completion of the Cmergencj, Water System Interconnection
lenpta�V(A nent:s, MVC will o%v� i and maintain its Connection Facilities and die Village Nvdl own and
maintain its Connection Facilities.
G. ` I oaaKm a r P � � is t�"', Upon completion of the Emergence Water Systtni
Interconnection lrn7�17rtawettl&a irt�, 'NWC1 and the Village shall be authorized to ut.ilrze the Emei.:gcncy"
Water System lrtterconnection Improvements to supplement t°lweir respective ti�ve penablc water supply
d".aring eranergertcy use of water events by rlrawing upon tine potable water supply rude available to
each via the. 'F.taaa rgenclrr '� `atcr Sysrcrn 'lrnretconnecaion Improvernents and subject to the rerrus set
forth herein.
Specifically, the N%VC can receive Emergeric), Service from NSNIJAWA v0 the F;:n°rc:.rg(!ncy Witer
Service Interconnection Improvements. T'be Village can also receive hmer:gency Setvice traarn NWC
t.ia the Emergency Water Service Interconnection Improvements. For the purposes of dais
agreement, NSMJAWA is not an intended recipient of Emergency Service
For the purposes of this agreement, an `Emergency Use of Water" event shall be dcfincd as a
rcmporan? period of time, not to exceed 30 days, during which either the NWC or the Viltiage
anticipates not being able to meet operating needs without the use of such emergency interconnect.
H. na>cranc `ra a rg,a"" means all water supplied to a Customer System, either NWC
or the Village, pursuant to this Agreement.
I. '
a„ I'1 � t,+ � ua a �'�ra�laa, 211-„fir>onrr: un aan,lLmnemvu ” includes the Connection
Facilities owned and maintained by NWC, the Connection Facilities owned and maintained by the
Village, and the Connection Facilities jointly owned by both the NWC and the Village. It also includes
all of the tasks delineated in Section 3 (scope of the work).
actual cost incurred by reasonable legal, consulting and administrative n � means ( e the full
Y g1 engineering, g fees, costs
and expenses associated therewith, and the full actual cost incurred in connection with the final design,
bidding, contracting, managing and actual construction of the Emergency Water System
Interconnection Improvements, including without limitation equipment required for the operation of
the reasonable administrative, supervisory, inspection, engineering, surveying and legal fees, costs and
expenses associated therewith; (b) the acquisition of lands, easements and rights of way over lands and
waters necessary for the Emergency Water System Interconnection Improvements, and all reasonable
administrative, tide, surveying and legal fees, costs and expenses associated therewith; and (c) mutually
agreed reasonable costs for the review and processing of plans and agreements for the Emergency
Water System Interconnection Improvements, including without limitation all legal, engineering,
consulting and administrative fees, costs and expenses associated therewith.
K. "i means potable, filtered water drawn from Lake Michigan,
L. l'c)i nt (°) 2ebL means the point at which the Lake Water delivered to a Customer
pursuant to this Agreement enters the Connection Facilities. The point of delivery shall be at a point
ID feet south of the outside wall of the vault containing the water meter.
M. aWr l .�°amen„gti�al Ter” means the party that is supplying water to Customer
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Systems pursuant to the terms of this agreement. If NSNIJAWA is supplying water to NWC via the
Emergency Water System Interconnection Improvements, then NSMJ AWA is tike source. IFNWC is
supplying water to the Village via the Emergency Water System Interconncct on Improvements, then
NWC is the source.
N. "So�Iartt {`t tgt itl;"' can refer to either the water supp[y contract, dated March 4, '1981,
between the NWC and the City of Evanston, as amended or supplemented from time to time if NWC
is the source. It can also refer to the water supply contract between NSNIJAWA and the City of
Chicago as amended or supplemented from time to time if NSNIJAWA is the source
O. "Unit of Measurement, The unit of measurement for lake water delivered hereunder
shall be gallons of water, U.S. standard liquid measure, and all measuring devices shall be so calibrated
unless the NWC, NSINIJAWA, and the Village otherwise agree.
Section 3.c c�Ia '..j�1 tllAL \X'ork. The Parties agree that the general purpose of the Work shall
be to construct and make operational an emergency water system interconnection between the NWC
and the Village that uses existing NSN[JAWA infrastructure_ The Work will be constructed in a manner
that generally complies with the water system interconnection concept depicted in the Process Flow
Diagram enclosed as Exhibit A. Specific tasks for the Work shall include:
A. Preparation of bid documents necessary to secure competitive public bids for the
construction of the emergency water system interconnection.
B. Bid evaluations and award recommendation.
C. Acquisition of requisite permanent or temporary property.
D. Obtain requisite permits and/or regulatory agency authorizations.
E. Construction engineering and inspection.
F. Project management.
G. Construction of the Work.
H. Public relations and public information including press releases, project website
development, social media, and public meetings.
I. Commissioning, operation, maintenance of emergency- water system interconnection.
Section 4. NI-ya,�a�a 0-g AL—Uilaaaaent.
A. Ehm—,�wLLrtg, As part and parcel of the Emergency Water System Interconnection
Improvements, a bi-directional watet meter shall be furnished and installed at the meter vault prior
to the commencement of any flow through the improvements. The flow meter shall meet the
standards of the American Waterworks Association for measuring properly the quantity of lake water
delivered under this agreement. NWC, NSNIJAWA, and the Village shall have access to the flow
meter for examination, inspection, calibration, and adjustment at reasonable times, but the reading
for billing purposes shall be collected by the Village and sent to NWC and NSTNIJAWA, as appropriate,
each month. The Village shall keep an official record of the readings taken from the flow meter; a
copy of which record shall be provided to NWC or NSMJAWA upon request.
At least once in each calendar year, the Village shall test and calibrate the flow meter measuring the
lake water delivered to the Village system as well as the quantity of lake water delivered to NWC by
NSMJAWA. NWC and NSMJAWA, if they choose, along with the Village, shall jointly observe any
adjustments that are made to the flow meter in case any adjustments shall be necessary.
If any backflow prevention devices have been installed, then such backflow prevention devises shall
be tested at least even- 12 months by the "Village: in the presctoce; of a representative of either NWC or
NSNO(MA rcpresea1rative5, if they chcrosc, and the Village wv,,Il make any repairs and replacernenes
of the backflow pra:vendon deviscs in ease any adjustments shall be ne:ccsga .% The Village will3ts6nut
all backflow test resulta to INW(" and N)i%[)'i,WA ;NN NNVC anti the Village shall share
equally in the cost of testing, catlAmidon, repairs„ rna:,ten°ince„ axed of Meters.
if the NWC, NSMJAWA, or the Village, at any time observe
evidence of flow teeter malfunction, such party shall promptly notify tfae other parties, and al'l parties,
collectively, shall then cooperate to procure an inir ech'ate cal br'ation test, arid such adjusrrnent,
replacernent or other work necessary to return the flow meter to accuracy. The party who discovers
such variation or malfunction shall give the other parties notice riot less than 48 hours prior to the
time of any test of any meter (which tests shall be conducted during normal working hours) so that
the other parties may conveniently have a representative present, If such representative is not present
after the required notification at the time set in such notice, calibration and adjustment may proceed
in the absence of said representative notwithstanding any other provision of this subsection.
If the percentage of inaccuracy of the flow meter is found to be in excess of two percent,
registration thereof shall be corrected by agreement of NWC, NSN[JAWA, and the Village,
collectively, and based upon the best data available, for a period extending back to the tiryae wheai.
such inaccuracy began if such time is ascertainable, or for a period extending back one-half of the
time elapsed since the last date of calibration (but in no event further back than a period of six months)
if such time is not ascertainable. If for any reason the flow meter is out of service or out of repair so
that the amount of lake water delivered cannot be ascertained or computed from the reading thereof,
then the lake water delivered during the period the flow meter is out of service or out of repair shall
be estimated:
By correcting the error if the percentage' of the error is ascertainable by calibration tests
or mathematical calculations; or
3. If the error is not ascertainable by calibration tests or mathematical calculation, by
estimating the quantity of delivery by considering the quantity consumed by the
receiving party's own customers as measured by the meters located on their
premises as well as level changes in the receiving party's water storage facilities.
Section 5. 51mrio Of (jai tat>StS. fees. And Cx wtn:wCS of tht Work. NWC will pay 50°10 of
items 1,2,3,6,7,8,12,13,14 and 16 duu 28 and 100°0 of items 11,30, and 35 set forth on Exhibit E
which totals $1,710,033.52 or 29 % of the actual costs, fees, and expenses for the Emergency Water
System Interconnection Improvements costs (the Work). It being further expressly understood and
agreed that the engineering costs incurred prior to the date of this Agreement are governed by a
separate agreement between the parties. Estimates of these expenditures are set forth in the Engineer's
Opinion of Probable Construction Cost prepared by Bums & McDonnell consulting engineers and
enclosed as Exhibit E. The Work shall be publicly bid. The bid documents shall provide for the right
to reject all bids for an), reason. In addition, if the bid amount of the Work exceeds the Engineers
Estimate (Exhibit E) then each party to this Agreement shall have the right to reject said bids and
terminate the Agreement. The NWC and the Village agree the Party that contracts for the Work shall
pay for it and the non -contracting Party shall reimburse the contracting Party for one half of the cost
within forty five (4.5) days after receipt of written notice the reimbursement is required. Furthermore,
all Parties agree that NSINIJAWA is a party to this Agreement, but shall not be responsible for the cost,
fees, and expenses of the Work. NWC and the Village further agree to hold NSNIJAWA harmless
from any and all claims for personal uijury or property damage arising out of or related to the Work,
5
including any damage to the INSMJ, W'A system,
Section 6. OIs.stnwnfu,ic_Inter c�nlwg.l,ipnii•
,r uts awn e� zq1 it ylt ' 6o'tl t a tXt '„ ° :gra"r tiw Mrd ��� C, trawrw M �erti� ct_n sru „G ��.tl 4.tl r_ A Flows of
Emergency Service from NSiNIJAWA to NWC shall be delivered through pressure
reducing valve(s) at pressure and flow rates mutually agreed upon by NWC and
NSMJAWA. Flows of Emergency Sen. -ice from NWC to the Village shall be provided
with air gap protection or backflow prevention. The Emergency Supplier shall not be
responsible for any damage to the Cuscotner's waterworks system caused by the design,
operation, or maintenance of the Customer's waterworks system. The Customer shall
be solely responsible for delivering potable water through its system at pressures
required or necessary to make such delivery.
B. t...jltttw. The Emergency Water System Interconnection Improvements shall be
utilized as specified in this Agreement unless otherwise approved, in writing, by the
Emergency Supplier(s), pursuant to the sequence of operations set forth herein,
a lit1.a�tt to t tea +, 6 " rte` w r LVOV. Customer shall give telephonic notice to the Emergency
Supplier of the need to declare an emergency use of water event, the expected duration of Emergency
Use of Water event and the amount of Lake Water needed during the Emergency Use of Water event
prior to the operation_ of the Emergency Water System Interconnection Improvements. The
Emergency Water System Interconnection Improvements shall not be operated unless and until
Customer shall have given said notice to the Emergency Supplier.
C. N_uce _[Lu cioi,LJ1t� _,t, ncl% 1"•;c or 4�'�r rr 6":�"�rl,r. Customer shall provide daily
telephonic notice to the Emergency Supplier for so long as Emergency Service continues
during an Emergency Use of Water event and shall provide telephonic notice to the
Emergency Supplier before final shut-off of Emergency Service for each such
Emergency Use of Water event.
D, Krc r l n - l)ttrin,,yB^qv r la°a l xg p' \V.trtr l�.w•��im, The Emergency Supplier
shall create a record of each occurrence of Emergency Service, a copy of which shall be
provided to Customer upon request and along with the invoice for the occurrence of
Emergency Service. The Customer will collect and report the meter reading daily to the
Emergency Supplier when Emergency Service continues for more than two consecutive
days.
The Emergency Supplier shall use its best efforts to
supply Customer with Lake Water. Customer acknowledges that the Emergency
Supplier may have other emergency service customers. There shall be no liability to
the Emergency Supplier should they be unable to supply water to a Customer during
a Water Emergency or at any other time.
F. 41 glttar +xl t.Ip-a%wn tri 1 iLa„:, The Emergency Water System Interconnection
Improvements shall be operated and maintained by customer in such a manner as at no
tirne to place or threaten to place Emergency Supplier or a waterworks system in jeopardy
of failing to meet the regulations of any agency or governmental authority having
jurisdiction over the operation of a public water supply. In addition, the Emergency
,Vater s stein Interconnection Improvements shall bu operated and maintained in such
a manner as at no time to place or threaten to place hc: Emergency Supphur, or he
Customer, in jeopardy of failing to meet the tectins of their respective $OurCe contracts.
titp�1 I%1#.rmgR�kk'4, �q"� 16�7'Ii)tiitirIu.:. The
... .,.. _:� kr. _.m..__
Emergency Water System Interconnection Improvements shall be placed into operation
on a toutine basis to maintain the integrity- of the improvements. All parties reser-e die
right to suspend or tertn.inate ant' service in the event it determines there is a pressure or
water quality threat to waterworks system. All parties shall he notified at least one week
prior to any planned non-emergenC,y use.
Imo. �;C( Ase, l.lu,irr a,t) 1_"an r"ell I .a,tldidiini.. Emergency Service
for each such qualified Emergency Use of Water event shall be provided by the
Emergency Supplier for only so long as the qualified Emergency Use of Water event
exists, and the Emergency Supplier is able to meet those needs, but in no event longer
than 30 days for each such qualifying Emergency Use of Water event, except as otherwise
allowed by this agreement or agreed by the parties. Provided, however, the flow rate
from NWC to the Village shall not exceed 7.0 MGD and the flow rate from NStiiJAWA
to NWC shall not exceed 7.0 MGD.
If the Customer's Failure or refusal to maintain the Customer System as required by this
Agreement results in repeated of excessive Emergency Service, as determined by the
Emergency Supplier in its reasonable discretion, the Emergency Supplier may, (i) upon
60 days written notice, reduce or discontinue delivery of Lake Water to Customer until
the Customer System is repaired or (ii) terminate this agreement on 90 days advance
written notice to Customer unless the parties agree in writing to an alternative
remediation plan.
In the event a Customer has repeated or excessive Emergency Service hereunder, as
determined by the Emergency Supplier in its reasonable discretion, the Emergency
Supplier shall have the right to demand Customer submit and follow a reasonable
written remediation plan. Failure to follow the remediation plan may result in
termination of this Agreement on 60 days advance written notice to Customer.
Upon delivery of any such notice of termination, all amounts to be paid by Customer
to the Emergency Supplier under this agreement, shall be immediately due and payable
to the Emergency Supplier.
The Emergency Supplier may, in its discretion, provide Emergency Service beyond the
limitations set forth in this subsection.
Section 7. Sp s+.iI C oatidi Cipn,; ankj_`Civ. tt
A. � :��ra;Jra t rlmt tl' 0dv r�eCfl:+r a 4CWtt marsh ~ics All parties will make a diligent effort to have
the Emergency Water System Interconnection Improvements completed by the dates
specified in Section 3 of this Agreement, but none of the parties do, in any way, hereby
guaranty completion by such times.
B. �,.a,�';w,I�r z��y. Except with the prior approval of Customer, the Emergency
Supplier shall not deliver any water to the Customer system other than Lake Water.
C. T�irle t�,.neW„�.rWr Title to all Lake Water supplied hereunder shall remain with the
Erricrgency Supplier to the point of deliveryand thereupon shall pass to Customer.
D 1l ;sr,a d ( )11-diu The Emergency Supplier shallto the extent reasonably practicable,
provide the Emergency Service at a quality commensurate to that furnished to its non-
emergency customers. The Emergency Supplier bears no responsibility for the
contamination of Lake Water or deterioration of water quality occurring beyond the
point of delivery to Customer. Customer shall be responsible for water treatment after
the point of delivery.
E. "1 1ngpga11:Me(:- Mid t �� ��qa�u uni t"��M 4, �tK� � stie l,. Customer shall operate their water
p —.....__ .__ . n_ i....—�..m_.. ...
system and the Emergency Water System Interconnection Improvements to meet
regulatory requirements. Customer shall be responsible for the continuit} , care,
conservation, preservation, operation and maintenance of their internal water system
and the Emergency Water System Interconnection Improvements. Customer shall
perform such maintenance, repair, preservation, and replacement of an), and all parts or
portions thereof necessary to restore or preserve the Emergency Water System
Interconnection Improvements to deliver water and function reliably as originally
designed. The Emergency Supplier and Customer shall notify each other of known
issues that are likely to impact service under this Agreement.
Customer shall own and maintain their internal water system and the Emergency Water
System Interconnection Improvement, in good repair and working order. In the event
of any deterioration, injury, damage or other loss to the Customer's internal water system
or the Emergency Water System Interconnection, repairs shall commence promptly. The
Emergency Supplier shall have the right to terminate service at any time and for any
reason. In the event of a discontinuance, the Emergency Supplier shall use best efforts
to provide the Customer with 24 hours' notice in advance of the discontinuance.
!t cr�.arac :tem l 4t tl ri�xryxl a lcel 11l�_c oonectio"n— Fag thties. NWC shall at its sole
cost and expense maintain its supplier connection facilities and the Emergency Water
System Interconnection Improvements in accordance with the same conditions as in
paragraph E above. In addition, and if applicable, the backflow preventer shall be
inspected once a year by a certified cross connection control device inspector. A copy
of the inspection report shall be delivered to NSNNIJAW A within thirty (30) days of the
inspection.
The Village shall at its sole cost and expense maintain its supplier connection facilities
and the Emergency Water System Interconnection Improvements in accordance with
the same conditions as in paragraph E above. In addition, and if applicable, the backflow
preventer shall be inspected once a year by a certified cross connection control device
inspector. A copy of the inspection report shall be delivered to NWC within thirty (30)
days of the inspection.
G. Ar; Lt In the event that either party fails to maintain any of the interconnection
Facilities pursuant to the terms of this Agreement, then in addition to any and all other
remedies pursuant to this Agreement each party shall be provided reasonable access to
the other's intercurnnec6on Caeilitics in order to perform said maintenance at the cost
of the non -maintaining pant),.
Section 8. In �r;tttce. The NWC and the Village each shall procure and maintain, at
their sole cost and expense, during the Work, a policy or policies of insurance wirh a company
or companies authorized to do business in Illinois that insure each party against general liability,
fire, casualty% theft and property damage caused bythe entity tctailed to do the work, along
with its employees and contractors. The coverage amounts for the insurance policy or policies:
for each party shall be S1,000,000.00 per occurrence and 53,000,000.00 in the aggregate. The
NWC and the Village shall be named as a primary insured on the insurance policies. NSNLjAWA
shall be listed as addirio nal insured on the insurance policies. The NWC and the Village will
provide Certificates of Insurance to all parties, if requested. Once the Work, i.e., the
construction. is completed, this Insurance requirement terminates.
Section 9.m l� zr�c NWC hereby- releases die Village; and all of their elected and
appointed officials, officers, employees, agents, representatives, engineers and attorneys, from.
(i) any liabilities for any loss or damage to property or any injury to, or deathof, atiy person that
may be occasioned by or related to any cause whatsoever pertaining to the construction,
maintenance, use or operation of the Customer system or the Emergency Water System
Intereonnection Improvements; or (ii) any liabilities, losses or damages, or claims therefor,
arising out of the failure, or claimed failure, of Custottier to comply with its covenants or
obligations contained in this Agreement; or (iii) any liabilities, losses or damages, or claims
therefor, arising out of the delay, or claimed delay, in the commencement of, or the failure to
provide, Emergency Service to Customer in the event of an emetgen«- condition, including, in
each such case, attorneys' fees and administrative expenses, except in each case to the extent
caused by Emergency Supplier's negligence.
NWC agrees to indemnify and hold the Village harmless to the fullest extent perrrutted
by lav from any losses, costs, charges, expenses (including attorneys' fees and administrative
expenses), judgments and liabilities incurred by the Village in connection with any action, suit or
proceeding instituted or threatened by any third party in connection with this Agreement or the
rtiatters mentioned in this Subsection, except in each case to the extent caused by the Village's
negligence. If any such claim is asserted, the Village shall give prorupt notice to NWC, and
NWC, if requested by the Village, shall assume the defense thereof; it being understood,
however, that NWC shall not settle or consent to the settlement of any such claim without the
written consent of the Village. Nothing contained in this Agreement shall constitute a waiver by
the Village of any tight, privilege or defense available to the Village under statutory or common
law, including, but not limited to, the Illinois Local Governmental and Governmental
Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq., as amended.
Likewise, the Village hereby releases the NWC from, and agrees that same shall
not be liable or responsible for, and agrees to indemnify and hold the same, and all of its elected
and appointed officials, officers, employees, agents, representatives, engineers and attorneys,
harmless from: (i) any liabilities for any loss or damage to property or any injury to, or death of,
any person that may be occasioned by or related to any cause whatsoever pertaining to the
construction, maintenance, use or operation of the Customer system or the Emergency
Water System Interconnection Improvements; or (ii) any liabilities, losses or damages, or claims
therefor, arising out of the failure, or claimed failure, of Customer to comply with its covenants
or obligations contained in this agreement; or (iii) any liabilities, losses or damages, or claims
therefor, arising out of the delay, or clauncd delay, in the commencement of, or the failure to
pcovide, emergerncy sen-ice to Customer in the event of an cme►gcncyconch tion, including, ua each
such case, attorneys' Fees and administrative expenses, except in each case to the extent caused
by Emergency Supplier's negligence_
The Village agrees to indemnify and hold the NWC harmless to the fullest extent
permitted by lanr From any losses, costs, charges, expenses 'including attorneys' Fees and
admirustrative expenses), judgments and Labilities incurred by MVC in connection with any
action, suit or proceeding instituted or threatened by any rhird party in connection with this
Agreement or the matters mentioned in this Subsection, except in each case to the extent caused
by NWC's negligence. [f any such claim is asserted, the NWC shall give prompt notice to the
Village, and the Village, if requested by NWC, shall assume the defense theteof; it being
understood, however, that the Village shall not settle or consent to the settlement of ani- such
claim without the written consent of NWC. Nothing contained in this Agreement shall
constitute a waiver by NWC of any right, privilege or defense ava0able to NWC under statutory
or cotntnon law, including, but not limited to, the Illinois Local Governmental and
Governmental Employees Tort Immunity Act, 745 1LCS 10/1-101 ct seq., as amended.
Section 10. 1'ri - 4 . t e
�• i w ml e dt 1 ,trig 11tia When the Village receives Rmergencv Service from NWC, the
Village shall pay to NWC, at rh:e time specified in paragraph B below, for the cost of
Lake Water suppLied at a water rate stated as dollars or cents per 1,000 gallons that is
equal to the NWC Rate per 1,000 Gallons.
When NWC receives Emergency Service from NSLIJAW_1, NWC shall pay to
NSMJAWA, at the time specified below, For the cost of Lake Water supplied at a water
rate stated as dollars or cents per 1,000 gallons that is equal to the NSNIJAWA Rate per
1,000 Gallons then in eFfect at the time of delivery.
B. Bills and Due I wt, c.. The Emergency Supplier shall notify Customer of the total
amount due from Customer under this Agreement for each month on or before the
20th day of the following month. Payment shall be due within 30 days after the date of
notification.
C, Di ,pute d P s s. If Customer desires to dispute any payment, or part thereof, due
or claimed to be due under this Agreement, Customer shall nevertheless pay the full
amount of any such payment when due and include with such payment written
notification to the Emergency Supplier that charges are disputed, the grounds for
dispute and the amount in dispute. Noadjustment or relief on account of any disputed
charges shall be made unless disputed charges are the subject of such notice within the
time herein specified, or within a reasonable period from the time Customer knew or
should have known of the facts giving rise to the dispute. It is expressly understood and
agreed that no dispute over payments due or claimed to be due under this Agreement
shall be referred to arbitration or review or settlement. Upon receipt of a notification
of dispute, representatives of the Emergency Supplier shall meet promptly with
representatives of Customer to resolve such dispute. If the Emergency Supplier and
customer determine that all or a portion of the disputed payment should be refunded
to customer, then such sum shall be refunded within 45 days of said determination.
10
D Int i� 4yr,..c u, a �:e.l_'t=11?�.'M, If Customer shall Eail Co make any paymcntreyuired
under this .Agreement on or before its due date, Customer shall be in defaulr, and
intcre_;t on the arnount of such payment shall accrue at 6% annual interest. If a
Customer is more than 60 days delinquent, the Emergency Supplier may reduce or
discontinue deliver.' of Lake Water to the Customer system upon 10 dans ad -,,ante
written notice until the amount due, including interest, is paid in full.
If the Emergcnr_y Supplier reduces or discontinues the deliven, of Lake Water under
such circumstances, Customer shall nevertheless continue to be liable to pay all
charges provided for herein_ The rights specified in this .Agreement shall be in addition
to all other rights and remedies available to the Emergency Supplier under this
agreement, at law, or in egtdi - for breach of any of the provisions of this Agreement.
Section 11. A cirt:cli�it
No part}- to this .Agreement shall assign or transfer this Agreement or any tights or
interests herein without the advance written consent of all of the other parties to this
Agreement, except as provided in section B. below.
B, The right to receive all payments that are required to be made by Customer to the
supplier in accordance with the provisions of this agreement may be assigned by the
Emergency Supplier to any trustee as provided in any bond ordinance to secure the
payment of the principal of and the premium, if any, and interest on the bonds as those
amounts come due, subject to the application of those payments as may be provided
in an}, bond ordinance. Customer, upon notice of assignment to any such trustee, shall
make all payments directly to such trustee. Further, the rights of the Emergency Supplier
to enforce the provisions of this Agreement may be assigned to any such trustee
and, in such event, such trustee shall have the right to enforce this Agreement at lav
or in equity with or without the further consent or participation of the Emergency
Supplier. The Emergency Supplier also may retain the right to enforce this agreement.
Section 12. t rte. l�r't�i
A. All parties to this .Agreement seek to exercise and maintain all sovereign rights
granted to it under and through the Constitution and laws of the State of Illinois.
This Agreement 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,
any governmental body or agency having lawful jurisdiction, and any authorized
representative or agent 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 .Agreement.
Section 13. Qgnt -. ll Prg tsdcjgs.
A. is werning I_nv :mtrttI � u)%Lv. This Agreement shall be interpreted under, and governed
by, the laws of the State of Illinois. Any claim, strit, action or proceeding brought in
connection with this Agreement shall be in the Circuit Court of Cook County, Illinois,
and the NWC, NSIVIJAWA, and the Village consent to the personal and subject matter
11
jurisdiction of said Circuit Court and waive any claim that venue rhereio is not proper,
B�m° ji$.jy. This :agreement shall not be modified, altered, or
amended in any way except in writing agreed upon by the NWC, NSNMJAW,' , and the
Village.
C. tjkk tr s,,. AU written notices made pursuant to this agreement shall be directed to the
specified individuals at the addresses set forth below by any of the following means:
personal service, overnight courier or first class mail, postage pre -paid.
D. \0_�.rr_l" �,�mr1MLillM. Nothing contained in this Agreement shall constitute a waiver
by the any party of any right, privilege or defense available to the any partly under
statutory or common law, including, but not limitcd to, the Illinois Local Governmental
and Governmental Emplo5-ees Tort Immunity Act, 71.5 ILCS 10/1-101 et seq., as
amended.
TO THC NORTHWEST WATER COMMISSION:
Executive Director
Northwest Water Commission
1525 North Wolf Road, Des Plaines, Illinois
TO THE VILLAGE OF MOUNT PROSPECT:
Village Manager
Village of Mount Prospect
50 South Emerson Street, Mount Prospect, Illinois 6005
TO THE NORTHWEST SUBURBAN MUNICIPAL JOINT ACTION WATER AGENCY:
Executive Director
Northwest Suburban Municipal Joint Action Water Agency
901 Wellington Avenue, Elly Grove Village, Illinois 60007
Section 14, Effective Date, Term, aratl I cttxl n �ticrr1.
A. 1.,,ff ctjve j tom. This Agreement shall be effective upon authorization and execution by
all parties hereto.
B. Term. After taking effect, this Agreement shall continue in force and effect for a term
of ro+w,:, oto' j20 ^ :'n: , plus two (2) 10 -year extensions unless extended upon priorwtitten
approval of all parties. Each Emergency Supplier has the right to terminate this
Agreement upon one-year written notice to the Customer. If a Emergency Supplier is
not reasonably able to provide said one-year written notice, Emergency Supplier shall give
written notice as soon as reasonably possible.
C. T'erriac In addition to the termination rights otherwise provided for earlier in this
12
A�Y,Teem'-nt, 065 Agreement, may be sooner tcrmiiiatrd by any patty, i . ii its reasonablediscretion,disctcon, (1) at any time when [tie trans, conditions ind limitation;of thus Agmcment
arc not sauiFicd and one or more of the o.hcr parties Fad to cure such breach within
ninitoI (90) days after a w:Ittcl notice, ic (ii) as otherwise provided 'i this Agreement,
If, the event of in), such termination, all parries shall have the right, but not the obligation,
to disconnect at the disconnecting party's sole, cost and expense from the Emergcnc)
Nater System Interconnection Improvements, All payment obligations and au'
representations, Warranties, releases, and indemnities shall survive any such termination.
The nights specified in. this Agreement shall be in addition to all other rights or remedies
available under this Agreement, at law or w equity for breach of any provision of rl-Lis
Agreement.
SecLion 15. f..\
lys aiiiLL. to this Agrv-ernezit are hereb3I fully incorporated into o th=is
Agrcenient as substantiae p1o%rjSjonS of (his Agreement,
Section 16. Entirt, A�Y=111
g))!.
A. This Agreement constitutes the entire Agreement between rhe NWC, NSNIJAWA, and
the Village and supersedes and replaces any and every other prior Of contemporaneous
agrcrtnerir, negotiation, understanding, corr=trnents and/or other writings with respect
to the subject matter herein.
13
IN WITNESS WHEREOF, the Northwest Water Commission, the Northwest Suburban
Municipal Joint Action Water Agency, and the Village of tylount Prospect have caused this Agreement
to be executed by their respective officials on the dates indicated.
VILLAGE OF MOUNT PROSPECT
This-d—day of= _Cje-, 2022
AT-I'E ST.
f
Mount ['��ti ka Village Clerk
NORTI-i"AX1" TI' -,R QOMMISSION
.XCCULive Director
This I -dar al:�� �� ���. . 2022
.ATTEST: d
er?,'s
NORTFMTST SUBURBAN JOINT ACTION WATER AGENCY
A
---------------------
w
Executive Director
This �day o!�
ATI"EST.
,AAo�vc,,�
LOFFICIAL SEAL"
aura Clement!
PUBLIC, STATE OF ILLINOIS
mission Ex fres 11/04/25
14
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