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HomeMy WebLinkAboutORDINANCE - 1434 - 1/27/1981 - JAWA/AGREEMENTQ 0 ORDINANCE NO. 1434 ORDINANCE APPROVING NORTHWEST SUBURBAN MUNICIPAL JOINT ACTION WATER AGENCY AGREEMENT BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF Elk Grove Village , COOK COUNTY, ILLINOIS, AS FOLLOWS: Section 1. Findings. It is found and declared that: (a) The Village of Elk Grove Village (the "Village") is in need of additional supplies of water for its municipal water system users. It is necessary that the Village obtain a source of Lake Michigan water to meet the needs of its municipal water system users. (b) To obtain a source of Lake Michigan water, it is necessary for the purposes of economy and adequacy of water supply that the Village, together with other municipalities in the northwest suburban area, provide and operate a joint waterworks or water supply system to obtain Lake Michigan water. (c) The Village, together with other munici- palities in the northwest suburban area, has prepared a Northwest Suburban Municipal Joint Action Water Agency Agreement, a copy of which is attached to and made a part of this Ordinance (the "Agreement"). By the Agreement, member municipalities establish a Municipal Joint Action Water Agency in order to provide adequate supplies of water on an economical and efficient basis for the member municipalities. The name of the agency 0 0 -2- so to be established shall be the Northwest Suburban Municipal Joint Action Water Agency (the "Agency"). (d) The Village and the other member municipali- ties are authorized by the Intergovernmental Coopera- tion Clause of the Constitution of the State of Illi- nois [Article VII, Section 10] and by the Intergovern- mental Cooperation Act, as amended (Ill. Rev. Stat., ch. 127, §741 et seg.] to enter into the Agreement. (e) It is necessary and in the best interests of the Village that it enter into the Agreement establish- ing the Agency. Section 2. Approval. The Village shall enter into the Agreement establishing the Agency, and by thus executing the Agreement, the Village shall be a member of the Agency. The President of the Village is authorized and directed to execute the Agreement on its behalf in substan- tially the form attached to and made part of this Ordinance. Upon the Agreement becoming effective, all assets of the Northwest Suburban Water System Venture (the "Ven- ture"), of which the Village is a member, and all of Ven- ture's contracts shall be assigned to the Agency. There- after, 'the Venture shall not exercise any powers nor take any actions pursuant to the Northwest Suburban Water Sys -- tem Agreement establishing the Venture. Section 3. Designation of Members of Board of Directors and Executive Committee. The Village appoints Charles J. Zettek, as its Director on the Board of -3 - Directors of the Agency [and appoints Michael Tosto as its Alternate Director, in each case] for a term expir- ing April 30, 1983. The Village designates as its member on the Executive Committee of the Agency its Village Manager from time to time. Section 4. Costs. The Village shall, from time to time, appropriate funds and use its credit, revenues and other resources to pay its proportionate share of the costs of the Agency as provided in the Agreement and as provided by law. Section 5. Officers' Power. The Clerk of the Village is authorized and directed to send a certified copy of this Ordinance to each other municipality listed on the signature page of the Agreement. The President, Clerk and Manager of the Village are authorized and directed to take whatever additional steps are necessary for the Village to enter into the Agreement and to be a member of the Agency. Section 6. Effectiveness. This Ordinance is effective upon its adoption. Adopted January 27 1981, by the President and Board of Trustees of the Village of Elk Grove Village and approved by the Village President January 27, 1981. AYES: Trustees Petri, Staddler, Tosto Vanderweel Garr Hauser NAYS: None Attest: C �?I1 age Clerk 0 I TABLE OF CONTENTS Section No. Title Page 1 Definitions 3 2 Establishment 4 3 Purposes 5 4 Duration 5 5 Membership 5 6 Participants 6 7 Withdrawal, Termination and Dissolution 7' 8 Powers 9 9 Governance 12 10 Rights and Responsibilities of Municipalities 16 11 By -Laws 22 12 Amendment 22 13 Enforcement 22 14 Ordinance Authorizing Agreement 23 15 Effective Date 23 16 Filing with Secretary of State 23 17 Severability 23 0 NORTHWEST SUBURBAN MUNICIPAL JOINT ACTION WATER AGENCY AGREEMENT THIS AGREEMENT is entered into by and among the follow- ing municipalities -- Village of Buffalo Grove, Village of Elk Grove Village, Village of Hanover Park, Village of Hoffman Estates, Village of Mount Prospect, City of Rolling Meadows, Village of Schaumburg and Village of Streamwood -- which execute this Agreement on or before its effective date. WITNESSETH: WHEREAS, Article VII, Section 10 of the Constitution of the State of Illinois authorizes units of local government to contract .and associateamong themselves to obtain o.r. share services and to exercise, combine, or transfer any power or function, in any manner not prohibited by law or ordinance; and WHEREAS, under that Constitutional provision partici- pating units of local government may use their credit, revenues, and other .resources to pay.costs and to service debt related -•to intergovernmental activities; and WHEREAS,�Lhe Intergovernmental Cooperation Act, as amended [Ill: Rev. Stat., ch. 127, §741 et seg.], also authorizes units.of local: government to exercise and enjoy jointly their -powers, privileges or authority, and to enter into intergovernmental agreements for that purpose; and -2 - WHEREAS, the Intergovernmental Cooperation Act, as amended, authorizes any two or more municipalities to establish by an intergovernmental agreement, a Municipal Joint Action Water Agency to provide adequate supplies of water on an economical and efficient basis for member muni- cipalities, and for the agency to be itself a municipal corporation and public body politic and corporate; and WHEREAS, the municipalities which are a party to this Agreement have determined that they are in need of addi- tional supplies of water and they desire to obtain Lake Michigan water; and WHEREAS, it is necessary for purposes of economy and adequacy of water supply that the municipalities which are a party to this Agreement jointly provide and operate a joint waterworks or water supply system to obtain Lake Michigan water for the use of the respective municipalities; and WHEREAS, the municipalities which are a party to this Agreement have determined that it is necessary and in their best interests to establish a Municipal Joint Action Water Agency in order to provide adequate supplies of water on an economical and efficient basis for the municipalities indi- vidually, including without limitation to provide a joint water supply system to obtain Lake Michigan water for use as provided in this Agreement. NOW, THEREFORE, THE MUNICIPALITIES LISTED ABOVE AGREE AS FOLLOWS: -3 - Section 1. Definitions. For the purposes of this Agreement each of the following words and phrases shall have the meaning set forth following the word or phrase, unless the context clearly indicates a different meaning. (a) The word "Act" shall mean the Intergovern- mental Cooperation Act (I11. Rev. Stat., ch. 127, §741 et seg.), as it has been and as it may be amended from time to time. (b) The phrase "Additional Member" shall mean any city or village which becomes a member of the Agency pursuant to this Agreement, other than an original Member. An Original Member which withdraws from the Agency pursuant to this Agreement may, however, become a member of the Agency again in the manner provided for Additional Members. (c) The word !'Agency" shall mean the Northwest Suburban Municipal Joint Action Water Agency estab- lished by this Agreement. (d) The phrase "Board of Directors" shall mean the Board of Directors of the Agency. (e) The word "By-laws" shall mean By-laws of the Agency as':adopted and as :amended from time to time by the Board of Directors. (f) The.phrase "Executive Committee" shall mean the Executive Committee'of the Agency. (g) The word "Municipalities" shall mean all cities and villages which are Original Members or which become Additional Members of the Agency pursuant to this Agreement. The word "Municipalities" does not, however, include cities and villages which, pursuant to this Agreement, shall have withdrawn from the Agency. The word "Municipality" shall mean one of the Munici- palities. (h) The phrase "Original Members" shall mean the villages and city listed on page 1 of this Agreement which villages and city approve and execute this Agree- ment on or before its effective date. (i) The word "Participant" shall mean any person, corporation, or Public Agency which shall enter into an agreement with the Agency pursuant to Section 6 of this Agreement to participate in activities of the Agency. (j) The phrase "Public Agency" shall mean the State of Illinois, any agency of the State, and any unit of local government as defined in the Illinois Constitution of 1970 including, without limitation, any city, village, water district, water commission or municipal joint action water agency. (k) The word "System" shall mean the waterworks or water supply system of the Agency. Section 2. Establishment. A Municipal Joint Action Water Agency is established by this intergovernmental agree- ment among the Municipalities. The corporate name of the Agency so established is the "Northwest Suburban Municipal Joint Action Water Agency". The Agency shall be a municipal corporation and a public body politic and corporate. -5 - Section 3. Purposes. The Agency is established for the purpose of providing adequate supplies of water on an economical and efficient basis for the Municipalities, all as provided in this Agreement. In order to reduce the cost of providing water for the Municipalities, the Agency may also provide water for other persons, including, without limitation, Participants, all as provided in this Agreement. Section 4. Duration. The Agency shall have perpetual duration unless dissolved and terminated as provided in Section 7 of this Agreement. Section 5. Membership. (a) The members of the Agency shall be the Origi- nal -Members, plug any Additional,Members,`exc).uding, however,. a.ny ' Ori,c7inal, -Members or _Ad&j: t.'+ anal M,ambers which shall have withdrawn-from.the Agency pursuant to this Agreement. (b) Any Illinois city or village which is not an Original Member of the Agency and any Original Member which shall have withdrawn from the Agency as provided in this Agreement, may join the Agency as an Additional. Member upon the adoption of an ordinance by the corpor, . .ate authorities of the .joining.municipality determining so to become a member and upon the consents of the Board of Directors .and of., all of 'the then Munici.pal.i.- :. ties.. The consent of each such Municipality shall be effected by an ordinance adopted by the corporate authorities of the consenting Municipality, a. certified -6 - copy of which shall be filed with the Secretary of the Agency. The Board of Directors of the Agency may establish any reasonable conditions with respect to any city or village becoming an Additional Member. These conditions may include, without limitation, the making of a capital contribution to the Agency and the assump- tion of all or a portion of contracts, debts and obli- gations of the Agency, or of Municipalities with respect to the Agency. (c) Promptly upon any city or village becoming an Additional Member, that fact shall be certified by the Secretary of the Agency to the Secretary of State of Illinois. Section 6. Participants. The Agency may enter into agreements with any person, corporation or Public Agency which is a water supplier to participate in activities of the Agency. Each agreement with such a Participant shall contain provisions governing all aspects of such person's participation, including, without limitation, the rights and obligations of the Participant with respect to any required capital contribution and sharing of costs and liabilities. Any such agreement may provide for a Participant to appoint a delegate to participate in the meetings of the Board of Directors and the Executive Committee of the Agency, but a Participant and its delegate shall have no voting privileges. No such agreement with a Participant shall become effective unless and until the corporate authorities of each Munici- -7- pality shall have approved the agreement by an ordinance, a certified copy of which shall have been filed with the Secretary of the Agency. Section 7. Withdrawal, Termination and Dissolution. (a) Any Municipality may at any time withdraw as a member of the Agency but only upon the consent of the Board of Directors and upon the consent of each other Municipality. Any Municipality may withdraw as a member of the Agency without the consent of the Board of Directors or of other Municipalities, but any such withdrawal without such consents shall be made only prior to the date on which the Board of Directors authorizes the preparation of final engineering plans and documents for a joint waterworks or water supply system for. the .'Agehcy. 'Che'Board-o.f Directors sha'1.1 give each Municipality not less .than.30 clays writ -.Len notice before authorizing the preparation of .such final engineering plans and documents. Any such notice to Municipalities given by the Board of Directors of the Northwest Suburban Water System Venture,a previous joint and cooperative undertaking established by the Northwest•Suburban'Water System Agreemeni,.as amended, shall be 4Pemtd 1..o constitute no:Eicp ,for. the' -purpose of chis paragraph ( a) . (b) ' . Any. Muni.ci,pa7 i t_y may withdraw, pursuant to paragraph (a) of this Section only upon filing with the Secretary of the Agency a. certified copy of an ordinance Wz of the Municipality determining so to withdraw. Any consent by any Municipality to withdrawal by any other Municipality shall be made only by filing with the Secretary of the Agency a certified copy of an ordi- nance so consenting to the withdrawal. (c) Upon the withdrawal of one or more Municipal- ities so as to reduce the number of Municipalities to less than three, the Agency will be dissolved and terminated. Upon the filing with the Secretary of the Agency of certified copies of ordinances of the major- ity of Municipalities determining to dissolve and terminate the Agency, then the Agency shall be so dissolved and terminated. (d) Promptly upon any Muncipality withdrawing from the Agency, or upon action having been taken to dissolve and terminate the Agency, that fact shall be submitted by the Secretary of the Agency to the Secre- tary of State of Illinois. (e) Notwithstanding any provision of this Agree- ment, while and as long as any bonds or notes of the Agency are outstanding and unpaid, the Agency shall not terminate and dissolve in whole or in part and, except as permitted by the resolution or resolutions authoriz- ing the issuance of any such bonds or notes, no Munici- pality may withdraw from the Agency. Section 8. Powers. (a) The Agency shall have the following powers, in addition to any powers set forth elsewhere in the Agreement: (i) To sue or be sued; (ii) To apply for and accept gifts or grants or loans of funds or property or financial or other aid from any public agency or private entity; (iii) To invest available funds; (iv) To employ agents and employees and to retain attorneys, engineers and such other consultants as the Board of Directors shall determine; (y) To acquire, hold, sell,. lease, as lessor or_:lessee, :transse.r or �.suhJ.ect to,.parAgr_aph (a) of Section 10 -of this Agreement) -dispose of real or per- sonal property, or interests in property, as it deems appropriate, which property may be located within or without the corporate limits of any Municipality, and :to provide for the use of any such property by any Municipality or.Participant; (vi.) To plan, construct, improve, extend, fin.ance(.nclud:ing:-the .issuance,of—revenue bonds or ,notes, as provided in the Act), .zcquire, operate, main- tain.and :contract.fora a joint waterworks or water supply system which may include.,-:ox.may, s-onsist of, without limitation, facilities.(including land and inteXrests in land) for:receiving, trea-Ung,.storing and -10 - transmitting water from Lake Michigan for supplying water to the Municipalities and their water users or to other Public Agencies, persons or corporations, includ- ing Participants; (vii) To buy water and to enter into contracts with any person, corporation or Public Agency (includ- ing any Municipality) for that purpose, in accordance with the Act; (viii) To sell or provide water to Municipali- ties and Participants at rates, fees and charges as determined by the Board of Directors and to enter into contracts for such sale or provision of water, all in accordance with the Act; (ix) To sell water not required for use by Municipalities to any person, corporation, or Public Agency which is a water supplier at rates, fees and charges as determined by the Board of Directors and to enter into contracts for that purpose, all in accord- ance with the Act, but only to the extent allowed by applicable State water allocations; (x) To sell water not required for use by Municipalities to any person, corporation or Public Agency which is not a water supplier for its own use at rates, fees and charges as determined by the Board of Directors and to enter into contracts for that purpose, all in accordance with the Act, but only when such sales'and contracts are approved by ordinance adopted each t9unicipaIityI authorities °f the secretary by the corporate are filed with allowed by aPpli- certified coP1es of which the extent and only to of the Agency' ons; ula- cable State water allocations; rules and reg (xi) To adopt and enforce alities, use by Municip chigan water from the s .for Lake Mi of water tion purchasers to ensure is or °thET P or advantageous particiPan t0 comP1Y Agency as may be neceSsJearY water and of Lake Michigan supplies regulatiOnsr adequate laws and for Federal fees and charges with state °T 1. h Tates, of its To estab for the use (xa.r} the Agency or.. the sale of water by for i ties ; L f�as'- `:,a.e,,�;.e�" . . facTl.. _ and the `�° a'ply-yar.ti4�;�:pan`�:s and jos any the Municipal t.to ithis' P>c�rEemenc, use by ursuan and. to utilize, P to -the Agency' Agency net?'• of its assig in evidence water allocations °ney.and, To borrow m � i ,s bonds Or (xiv ) 1SgLlE repay the boTTowing,. obligation to pct; all .as provided in the oT all�Power,-specif�.c. notes cine -any efC b xv ) `(O exeT i t�9 • � 9.es y ., c,r2aztted- to �lnnciPal' �O:int.:Act-. :Rlly" cts and . and Aayecuie. ali. centra " the At; i.; er- (xvi} TO make conveni—e to the ex �r necessary of ents lishment..of .the pur- otheT.instTum the acCOmp cise of its powers or Poses of the Agency' and -12- (xvii) To exercise all other powers incident to the purposes and objectives of the Agency and the powers listed above. (b) The Agency shall have the same privileges with respect to exemption from Illinois Commerce Com- mission regulation as is accorded the Municipalities. The Agency and its Directors, officers, employees, and agents shall have the same privileges with respect to limitations against and immunity from suit as have the Municipalities and their officers and employees. All property, income and receipts of or transactions by the Agency shall be exempt from all taxation, the same as if it were`the property, income or receipt of or trans- actions by the Municipalities. (c) The Agency shall have no taxing power. (d) Municipalities may, for the purposes of, and upon request by, the Agency, exercise the power of eminent domain available to them, convey property so acquired to the Agency for the cost of the acquisition, and be reimbursed for all expenses related to this exercise of eminent domain power on behalf of the Agency. Section 9. Governance. The Agency shall be governed and administered as provided in this Section and the By -Laws (a) The governing body of the Agency shall be the Board of Directors. There shall be one Director for each Municipality, appointed by the Municipality. Each -13 - Director shall be the Mayor or President, an elected member of the corporate authorities or other elected official of that appointing Municipality. The terms of the first Directors shall begin when they are appointed and shall run until April 30, 1983. Thereafter, all Directors shall be appointed for two-year terms expir- ing on April 30 of odd numbered years. Persons serving as Directors shall serve until their terms expire and thereafter until their respective successors are ap- pointed. Should any Director cease to be an elected member of the corporate authorities or other official of the appointing Municipality, that person shall simulaneously cease to be a Directo.r,.and -that. position shall: .be vacant,_ Any:vaf.�n4y:in-Jrty. .nf TArector, whether.because the Director ceases•,to,be an elected official of the appointing Municipality or otherwise, .shall be filled by appointment by the Municipality with respect to which the vacancy exists. Each Director shall have one vote on the'.Board of Directors. (b) Any Municipality.may appoint art -Alternate Director_ who may attend any meeting of the Board of Oa;rectors and may vote as: the :Director i.n.the absence of the Director from that Municipality or if there is a va-.ancy .Ia. the position of Director from that Mun:i.ci- 'pality. Each Alternate Director shall have the same qualifications as required of a Director. The term of an Alternate Director shail be the same as the term of -14 - the Director from the appointing Municipality. Persons serving as Alternate Directors shall serve until their term expires and thereafter until their respective successors are appointed. Should any Alternate Director cease to be an elected member of the corporate author- ities or other official of the appointing Municipality, that person shall simulaneously cease to be an Alter- nate Director and that position shall be vacant. Any vacancy in an office of an Alternate Director shall be filled by appointment by the Municipality with respect to which the vacancy exists. (c) All appointments of Directors and Alternate Directors shall be by an ordinance of the corporate authorities of the appointing Municipality, a certified copy of which shall be filed with the Secretary of the Agency. (d) The Board of Directors shall elect one Director to serve as Chairman and another Director to serve as Vice -Chairman. The Chairman shall preside at all meetings of the Board of Directors. The Vice -Chairman ,. shall preside over meetings of the Board of Directors in the Chairman's absence. The Board of Directors shall select other persons, who need not be Directors, to the positions of Secretary and Treasurer. The Secretary shall be the keeper of the books and records of the Agency; and the Treasurer shall have charge and custody of and be responsible for all funds and securi- -15 - ties of the Agency (other than funds and securities held by a corporate trustee or paying agent with res- pect to bonds or notes of the Agency). The duties of the officers of the Agency shall be prescribed in further detail in the By -Laws. The terms of office and manner of selection of the officers shall also be prescribed in the By -Laws. (e) The Board of Directors shall determine the general policy of the Agency, shall approve the annual budget, shall make all appropriations (which may include appropriations made at any time in'addition to those made in any annual appropriation document), shall approve all contracts for.the.purchase or sale of witez, :shall adopt..any:.reso.lut:Lon-.: dix:ovicling for the issuance -of bonds. or notes by.4he:Agency, shall adopt its By—laws, ru1•es and.regulati.ons, and shall exercise such powers of the '.Agency.and perform such duties as may be prescribed .n thi.s Agreement or the By -Laws. (f) 'There is -established an Executive Committee o.f-the .Agency.. .'_rhe Executive Committeeshall consist of:the municipal manager :or ottf:er apraoi.ntdd official of :och.Mun:is:.pa:lzty,.:3s.:de i.g .a4.�c� nT. he .mun .c.::i.pal.ity. Each. Municipality -shall be'.enti.tleeY-ito one"seai-. on the Executive Committee.:- Each the Execotive Committee shall-.he-entitle-d.tu x ne.: rot:e or -t-:he Comndt• tee. The By -Laws may provide for .the appoi-ntment by each Municipality of an appointed official of the -16 - Municipality as an alternate member of the Executive Committee to serve from time to time in the absence of the member from that Municipality. (g) The daily operation of the Agency shall be conducted under the direction and supervision of the Executive Committee, subject to the general policy decisions made by the Board of Directors from time to time, all as may be set forth in further detail in the By -Laws. The Executive Committee shall be responsible for carrying out the policy decisions of the Board of Directors. Section 10. Rights and Responsibilities of Municipalities. (a) The Board of Directors may, by vote of not less than 750% of the Directors, sell or dispose of any real or tangible personal property owned by the Agency upon a determination by the Board that the property is no longer useful or necessary for the Agency. No property shall be sold or disposed of if to do so would deprive any Municipality from continued service by or through the Agency, unless the corporate authorities of that Municipality consent by ordinance. Any proceeds of such sale or disposition shall either be applied to the purposes of the Agency or shall be returned to the Municipalities in their respective proportionate shares of capital contribution to the Agency, as the Board of Directors shall determine. -17- (b) Each Municipality shall pay its proportionate share of the costs of the Agency as provided in this paragraph. (i) The Board of Directors shall determine the costs to be paid by the respective Municipalities as provided in this Agreement and the By -Laws. (ii) Municipalities shall appropriate their funds and shall use their credit, revenues and other resources, including the power to borrow money, to incur debt and to issue and sell bonds, if necessary, to pay their shares of the costs of. the Agency and to service their debt related to the Agency as they indi- vidually determine. with ol., jAeaning, constructing and. acquiring Lhe Sy.?.etn (or. improvements .1 or extensions to the -system):, `she Agency may itself finance these costs from borrowed-Taoney or retained amounts from the' sale of water or it�may require Muni- cipalities to make capital.contributi_ons and payments to the Agency (at the .-times specified .by. the Roard of Directors and in;proportionate shares: as provided in _- : this paragraph: ) :The proportio:uate,.share of each Municipality in the capital costs. of, the Agency shall be determined by the Board of Directors according ;-.n the various Municipalities': &stimated Ovate:_ usage or demand from the System or System segment or the capa- city of the System or System segment requested by the various Municipalities or any combination of those factors as to the waterworks or water supply system or System segment then being provided during the estimated useful life of the System or System segment. The manner of carrying out this method of apportioning of capital costs shall be determined by the Board of Directors. (iv) With respect to annual costs of opera- tion and maintenance not paid from amounts received from sales of water or from other revenues of the Agency, the Board of Directors shall establish the cost-sharing charges for all Municipalities in an amount sufficient to provide the funds required by the annual budget. All such cost-sharing will be appor- tioned according to the estimated or actual metered water usage or demand by the Municipality for such year or the capacity of the System or System segment con- structed and acquired upon the request of the various Municipalities or any combination of those factors, all as determined by the Board of Directors. The estimated or actual water usage or demand of the various Munici- palities, from the waterworks or water supply system or the capacity of the.System or System segment constructed. and acquired upon the request of the various Munici- palities or any combination of those factors (or, for periods before the System begins to operate, their estimated water usage or'demand from the System or the capacity of the System or System segment requested by -19 - the various Municipalities or any combination of those factors) shall be used as the basis for cost-sharing of the annual costs of operation and maintenance. How- ever, the Board of Directors may establish from time to time, a minimum annual charge with respect to all Municipalities for the Agency's annual costs of opera- tion and maintenance, such minimum charge to be payable regardless of actual or estimated use. (c) The Agency may decline to provide water to any Municipality whose charges have not been paid within sixty days after billing by the Agency. Further, a reasonable penalty charge for late payments may be established and imposed by the Executive Committee. (d) The Agency shall not he liable for any liabil- ity or obligation incurred by any Municipality except as agreed by the Board of Directors or except pursuant to paragraph (d) of Section 7. (e) Any withdrawing Municipality shall be respon- sible for its share of any unpaid contracts, debts and obligations of the Agency.incurred prior 'to the date of withdrawal or removal in proportion to its respective share or cost-sharing, as the case may be, all as provided in paragraph (b) of this Section 1.0. (f) If withdrawal of one or annre Municipality results in dissolution and termination of the Agency as required by Section 6, then the withdrawing Municipal- -20- ity shall participate in the dissolution of the Agency as set forth in paragraph (g) of this Section. (g) Upon the termination and dissolution of the Agency: (i) The contracts, debts and obliga- tions of the Agency remaining unpaid after such dissolution and termination shall be the several obligations of the respective Municipalities and/or Participants in the respective proportions established for capital and operating costs, as applicable, in accordance with paragraph (b) of this Section 10. (ii) The assets of the Agency remaining after dissolution shall be distributed among the Municipalities and/or Participants who had par- ticipated in the Agency within one year prior to such dissolution and termination in proportion to their respective proportionate share of capital costs as established in accordance with paragraph (b) of this Section 10, after any setoff with respect to the provision for payment of that Municipality's and/or Participant's share of the contracts, debts and obligations of the Agency. (h) The Agency shall be responsible for and assumes in full all contracts, debts, liabilities and obligations of the Northwest Suburban Water System, a previous joint and cooperative undertaking established L -21- by the Northwest Suburban Water System Agreement, as amended. (i) The allocation of Lake Michigan water by the State of Illinois for each Municipality may be assigned to the Agency subject to the terms of such water allo- cation. The Agency shall monitor the water usage of each Municipality to ensure compliance with their respective water allocations. Each Municipality shall keep on file with the Agency an emergency water usage plan. That plan shall be implemented whenever declared necessary by the Board of Directors for the good of the Agency and its members. An emergency usage plan will be developed for the Agency by the Executive Committee and approved by the._Board, of Directors. No Municipality's water allocation assigned -to the. Agency shall be used for any purpose'without:i_ts consent except for service for that Municipality.. :The plan developed by the Agency shall be subject to the consent of the State of Illinois, if.required by the terms of the State's water allocations for the.Municipali.ties. Upon withdrawal. or :removal of a.Municipaiity from the Agency, a water -0,1ocat:ion-assigned to,the Agency by that Municipality will ire'reassigned''to=the .withdrawing.Mpnicipalit_y by the Agency...Upon dissolution and.termination of the Agency, all water allocations assigned to the Agency by Municipalities shall be reassigned by the Agency to the respective Municipalities. -22 - Section 11. By -Laws. The Board of Directors shall adopt By -Laws for the Agency which shall, among other mat- ters, set forth provisions for the holding, notice, call and conduct of meetings of the Board of Directors and the Execu- tive Committee, the adoption of annual budgets and appropria- tions, and the entering into of contracts and purchase by the Agency. The By -Laws may be adopted only upon the concur- rence of members of the Board of Directors equal in number to at least three-fourths of all of the Municipalities and may be amended only upon such a vote. The By -Laws may provide additional requirements and procedures with respect to amendment of the By -Laws. Section 12. Amendment. This Agreement may be amended by written agreement of all Municipalities, authorized by ordinances adopted by their respective corporate authori- ties, certified copies of which shall be filed with the Secretary of the Agency. Promptly upon there being any amendment to this Agreement, the Secretary of the Agency shall cause a copy of the amendment to be filed in the office of the Secretary of State of Illinois. Section 13. Enforcement. The Agency shall have the right to enforce this Agreement, the By -Laws or any agree- ment among or between the Agency and any one or more Munici- palities, against any Municipality and to compel payment of rate fees and charges as provided in this Agreement, the By -Laws or any such other agreements. If suit is necessary to compel 'enforcement of provisions of this Agreement, the M -23- By-Laws or any such other agreement or to compel payment of fees and charges of the Agency, the defaulting Municipality shall pay the Agency's reasonable legal fees and costs per- taining to the suit, in such amount as determined by the court. Section 14. Ordinance Authorizing Agreement. Prior to executing this Agreement, this Agreement shall be approved by ordinance adopted by the corporate authorities of each Original Member, and each Original Member shall have deli- vered to each other Original Member a certified copy of such ordinance, which ordinance shall also specifically authorize and direct the execution of this Agreement on behalf of such Original Member. Section 15. Effective Date. This Agreement shall become effective on March 16, 1981, or on the date when it is executed by all the villages and city listed on page 1 of this Agreement, whichever is earlier. Section 16 Filing with Secretary of State. Promptly upon this Agreement becoming effective, a copy of this Agreement shall be filed by the Secretary of the Agency with the Secretary of the State of Illinois. Section 17. Severability. If any part of this Agree- ment shall be held invalid for any reason, the remainder of this Agreement shall remain valid to -the maximum extent possible. I BY - LAWS NORTHWEST SUBURBAN MUNICIPA: JOINT ACTION WATER AGENCY Article I GENERAL These By -Laws, together with the Northwest Suburban Municipal Joint Action Water Agency Agreement (which Agree- ment, together with amendments to it from it from time to time, is referred to as the "Agreement") govern the function and operation of the Northwest Suburban Municipal Joint Action Water Agency (the "Agency"). Article II Board of Directors to Members and Powers,, The .Board of Directors of the Agency shall be comprised as provided in the Agreement and the By -Laws and shall exercise those powers specified in the Agreement and the By -Laws. If any Director ceases to be an elected officer of the Munipipality, which appointed such person, or becomes incapacitated,._that-seat on the Board of Directors,phall, subject to the prevision for participation by Alternate_ Directors contained in- Section 10 of this Artiele,.be vacant until a-succe,ssos. s,appoin�:ed by that -2 - Municipality. [For purposes of the By -Laws, "Municipality" shall have the same meaning as in the Agreement.) 2. Alternate Directors. The corporate authorities of any Municipality may, from time to time, select an Alternate Director, who shall be an elected official of that Municipality. Any Municipality selecting an Alternate Director shall file with the Secretary of the Agency a designation of its Alternate Director. In the absence of any Director at any meeting of the Board of Directors, the Alternate Director from the same Municipality may serve for all purposes as the Director from such Municipality. 3. Voting. Votes on the Board of Directors may be cast only by the Directors in physical attendance at Board meetings. No proxy votes or absentee voting shall be permitted. 4. Election of Officers. (a) The Board of Directors shall elect from among the Directors a Chairman of the Board of Directors and a Vice -Chairman of the Board of Directors. Such officers shall serve until the end of their term and thereafter until their respective successors are elected. The term of office for those positions shall be two years. The term of the first persons elected as such officer will expire on April 30, 1983. In the absence of the Chairman of the Board of Directors or in the event of the Chairman's inability to act, the Vice -Chairman of the Board of Directors shall perform the duties of the Chairman, and when so acting, -3 - shall have all the powers of the Chairman. Upon the resignation or incapacity of any such officer or upon such person ceasing to be a Director, the Board of Directors shall elect one of the Directors to complete the term of office for that position. (b) The Board of Directors shall select other persons, who need -not be Directors, to the positions of Treasurer and Secretary. Such officers shall serve at the pleasure of the Board of Directors. The Treasurer, should he or she not be a director, shall be an ex -officer member of the Board of Directors but shall have no vote. (c) The -Board of Directors may also, from time to time,, by resolution,create-(and may subsequently discontinue) -.offices, Agency-in=+.dditj.on to those provided by -' the .lay-Laws..'.Che'Briard of Directors shall determine the duties of'such additional. officers, which shall not conflict with the duties.sper_ifically given by the By -Laws to other officers. The Board of Directors shall determine the term of office and the method of election of such additional officers. 5.Rules,.: The -Board -of nirectors may establish rules governing .its owu .ounrRTtr.t .axfd .procedure Questions of p:cocedure for meetings of. the Board of Directors which are loot determined.by its_tiules ;Wun..(1: he..cfoverned'by Roberk's Rules of Order. -4- 6. Compensation. No Director shall receive any compensation from the Agency for service as a Director (or as Chairman or Vice -Chairman of the Board of Directors) but Directors may be reimbursed for their actual expenses incurred with regard to Agency business and meetings. 7. Meetings. (a) Regular meetings of the Board of Directors shall be held according to a schedule of meetings which the Board of Directors shall, from time to time, adopt. Regular meetings shall be held at least two times a year. One of the regular meetings in each year shall be held in November. The Chairman of the Board of Directors shall cause an agenda for the meeting to be given each of the other Directors and to each member of the Executive Committee. The business at the regular meetings may, pursuant to the rules governing the conduct and procedure of the Board of Directors, include items not specified in the agenda. At each regular meeting of the Board of Directors, the Executive Committee shall present a full report of its activities and shall report on budget status and financial transactions occurring since the previous regular meeting. (b) Special meetings of the Board of Directors may be called by its Chairman, by any two Directors (but not Alternate Directors), or by the Executive Committee. Written notice of special meetings shall be given at least two business days prior to such meetings to each Director and each member of the Executive Committee. The Notice shall include -5 - the time, date and location of the special meeting as well as an agenda specifying the subjects to be covered at the special meeting. The Notice shall be given by the person or persons calling the special meeting or, in the case of a meeting called by the Executive Committee, either by its Chairman or the Secretary. Business conducted at special meetings shall be limited to those items specified in the agenda, except upon the consent of all the Directors then holding office (or in lieu of the consent of a Director absent at a meeting, the consent of the Alternate Director from that Municipality). (c) All -regular -and special meetings shall be open to the public and .public notice of such meetings shall be given, in each.casa:dn S:he manner (and with Such exceptions) as prbvided'by.""An'.Ae,�t i:te relation to meetings" [111. Rev. Stat. Ch. 102, 541, et seg.]. 6. Quorum and Passage. A quorum for the trans- action of all business by the Board of. Directors shall consist of a majority of the Directors then holding office. No resolution or other substantive.ruatter shall be passed or approved by the Board of Directors except upon the affirmative vote=of a ma}ority of -the Directors -then holding office _unless a greater maj✓xity is; required .pursnant:tr, the Agreement -or .these By -Laws. 9. _The Chairman :of the Board of Directors.. The Chairman of the Board of Directors shall preside at meetings of the Board of Directors. The Chairman shall also perform cm all duties specified for the Chairman in the By -Laws, all duties incident to the office of the Chairman of the Board of Directors and such other duties as may be prescribed by the Board of Directors from time to time, consistent with the Agreement and the By -Laws. 10. The Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Agency and receive and give receipts for monies due and payable to the Agency from any source whatsoever. The Treasurer shall deposit all such monies in the name of the Agency in such banks, trust companies or other depositaries as shall be approved as depositaries by the Board of Directors and may make investments of funds not immediately required. No Director or officer of the Agency shall be liable for any loss of money so deposited which loss occurs by reason of any failure or default of the depositary. All deposits and investments shall be subject to the supervision of the Executive Committee. The Treasurer may receive compensation for service as Treasurer, as authorized by the annual budget. The Treasurer shall give a bond for the faithful discharge of his or her duties, in such amount and with such surety or sureties as are approved by the Board of Directors. 11. The Secretary. The Secretary shall be the keeper of the boods and records of the Agency and shall be responsible for the preparation and retention of minutes of all meetings of the Board of Directors and the Executive Committee. The Secretary may receive compensation for -7 - service as Secretary, as authorized by the annual budget. ARTICLE III Executive Committee 1. Members and Powers. The Executive Committee shall be comprised as provided in the Agreement and the By -Laws and shall exercise those powers specified in the Agreement and the By -Laws. If any member of the Executive Committee ceases to be the Municipal Manager or other appointed official of the Municipality which appointed such person, or becomes incapacitated, that seat on the Executive Committee shall, -subject to the provision for participation by alternate members -contained in.Section 10 of this Article, be vacant until a.sncce€sorris appointed"by that. Municipality. 2.. Alternate Kembers_. `.Phe rorporat.e. ui,.l,orit iFs of any municipality. may:P fscm.ti.me to 'time, e3e.lect,a.n_=a... .erna,';e member, who shall be.an.appointed offi.c%al'of that.Mun.icipality. Any Municipality selecting an alternate' member, shall .file with the Secretary_of•the Agency.a designati_on;of itsalternate. member.. In the absence of any member at.any,meeting of the Executive Committee, -the a3ternate.snember from the same Municipality may. serine: for.al,l purposes as the, voting member from such:Municipali.ty. 3. Voting_:. Vpte's..on.•the Executive. Committee may he casttonly by. t.he:members2.o:f_ t.be. fomm'i.t.teecih Phys r<al attendance at its.me.etings.. No proxy votes or absentee voting shall be -permitted. me 4. Officers of the Executive Committee. The Executive Committee shall elect from among its members a Chairman and Vice -Chairman of the Executive Committee. Such officers shall serve until the end of their term and thereafter until their respective successors are elected. The term of office for those positions shall be three years. The term of the first persons elected as such officers will expire April 30, 1983 Upon the resignation or incapacity of any such officer or upon such person ceasing to be a voting member of the Executive Committee, the Executive Committee shall elect one of its voting members to complete the term of office for that position. 5. Rules. The Executive Committee may establish rules governing its own conduct and procedure. Questions of procedure for meetings of the Executive Committee which are not determined by its rules shall be governed by 'Robert's Rules of Order. 6. Compensation. No one serving on the Executive Committee (other than the Treasurer, as provided in Section 9 of this Article, or the Secretary,) shall receive compensation from the Agency for that service or for service as Chairman or Vice -Chairman of the Executive Committee. Members and officers may be reimbursed for their actual expenses incurred with regard to Agency business and meetings. . 7. Meetings. (a) Regular meetings of the Executive Committee shall be held according to a schedule of meetings which the Executive Committee shall, from time to time, adopt. The Executive Committee shall meet at least monthly. (b) Special meetings of the Executive Committee may be called by its Chairman or by an two members (but not alternate members) of the Executive Committee. Written notice of special meetings shall be given at least two business days prior to such meeting to each member of the Executive Committee. The notice shall include the time, date and location of the special meeting as.well as an agenda specifying the subjects to be covered at the special meeting. The notice shall be given by the person or persons calling the meeting or by the Secretary of the Agency. Business conducted at special meetings shall be limited to those items. specified i.n the agenda, except upon.the consent of all the .-votiAicy -mencbers. o,i t.he. E.'7cecut:i�ve (:YAtLmi.4:.t:ee then hoiding off id.e.(or :in.a.ieu of the, consent of a member ahsent at.a meeting, the consent of the alternate member from that Municipality). (c). All regular and special meetings of the Agency shall be:open..to the public and public_ notice of such meetings shall be. given, in each`case a:n the manner (and. with such -e:xceptions) a.s :prd''aided ,by_ ."An .'Act in -relation to meetings°''.j:� Lot .Heue..Ntat'M, 'Ch. .102, §41. et sed.] 8. Quorum and Passage. :F; .quoi,um -fc L -the t:,:ans- action of a]:1 .tntsines:5 by the Executive Oomniit Lee :;Foam.. consist of a majority of the voting members.then holding office.. No resolution or other substantive matter shall. :he passed u -10 - approved by the Executive Committee except upon the affirma- tive vote of a majority of the voting members then holding office. 9. The Chairman of the Executive Committee. The Chairman of the Executive Committee shall preside at meetings of the Executive Committee and shall serve as the liaison between the Board of Directors and the Executive Committee. The Chairman of the Executive Committee shall also perform all duties specified for the Chairman in the By -Laws, all duties incident to the office of the Chairman and such other duties as may be prescribed by the Executive Committee consistent with the Agreement and the By -Laws. In the absence of the Chairman of the Executive Committee or in the event of the Chairman's inability to act, the Vice -Chairman of the Executive Committee shall perform the duties of the Chairman of the Executive Committee, and when so acting, shall have all the powers of the Chairman. ARTICLE IV Operations Manager and Employees „ , . 1. Manager. The Operations Manager (the "Manager") shall be the administrative head of the Agency and shall be directly responsible to the Executive Committee for the administration of the Agency. The Manager shall be appointed _ by the Executive Committee and shall serve at its pleasure. The Manager shall be chosen on the basis of administrative and executive qualifications with reference to the duties of the office. -11- 2. No Employee, Agent or Officer.of Municipality. No person while serving as an employee, officer or agent of any Municipality shall also serve as the Manager. 3. vacant. Any vacancy in the office of the Manager shall be filled within ninety days after the effective date of the vacancy. In the.case of absence or disability of the Manager, the Executive Committee may designate a person to perform the duties of the Manager during the absence or disability. 4. Removal. The Manager may be removed at any time by the Executive Committee. shall be: 5. Powers The.powers and duties of the Manager {ai: -To:� •u.F.nd_atiJ. a+eei:i.nc�S.:of:�.C�ex_,xe,.ot�i•ve Committee: and the Board of Directors., unlee+, exL;i,sed. The Manager shall be -given -notice of.all 'neet.ngs, regular -.or specia?._,. of .the. Executive Commitf:ee and the Board -of Directors.. The Manager shall have -the .right to -take-,part in the discussion of all -matte-rs coining . before.:the ki�?ecutive Committee and the Board- of_ Di.?:ectors, .'but shall. have no vote. _¢ .J To..appo.intc•and •remove_ emplo.vee, :r>i�tbe Agency as authorized by the. annual-- budget t'tom t,.cnie to time of -ttke Agency, No employment abntratt shall• be entered into -except a8 approved.by_the E2ecutive Committee. -12- (c) To recommend for adoption by the Executive Committee such measures as the Manager may deem necessary or expedient for the efficient operation of the Agency. (d) To enforce, administer, and carry out the policies of the Agency as established by the Board of Directors and the Executive Committee. (e) To prepare and to submit to the Executive Committee and the Board of Directors a monthly report of the activities under the Manager's jurisdiction. (f) To prepare a proposed annual budget, including a report of estimated revenues in order to determine the estimated funds necessary to defray the expenses of the Agency for each fiscal year; and to present the proposed budget to the Executive Committee in the manner set forth under Article V of the By -Laws. (g) To make forecasts of future needs for System improvements and additions and of System revenues. (h) To perform such other duties as may be assigned from time to time by the Executive Committee. 6. Compensation. The Manager shall receive such compensation as the Executive Committee shall from time to time determine. The Manager and all employees shall be subject to personnel policies, benefits and obligations as determined from time to time by the Executive Committee. -13 - ARTICLE V Budget and Purchases 1. Fiscal Year. The fiscal year of the Agency shall begin January 1 and end December 31. 2. Annual Budget. The Manager.of the Agency shall prepare a proposed annual budget for the Agency for submission to the Executive Committee. Prior to September 10 of each year copies of the budget as prepared by the Manager shall be sent to the municipal manager or other chief administrative officer of.each Municipality. No later than its regular October meeting; the Executive Committee shall review 'the.proposed.annual budget'and make recommenda- tions as to the budget .to the Board of Ditectoz:;. Copies -of- the recommendations _shali•.be, .enc:,ca_Na,cr:a ))tcectrr. . Follow- ing approval of the recommended bndget by -i -,be Executive Committee, the recommended.budget_shall be submitted to the Board of Directors. The annual b'udget_shall be adopted by the Board of Directors at its rPgular November meeting each year. 3, Expenditures: After adoption -.of the annual budget -by the.Eua.rd of,Dir.ecl_ovs,:ril7e Eserut+.ve Comxnii_tee . ":.and tine: M&na.ge.- shall m&ke• oral y ;7hoserexpend=tures which are .aut'hoy:.ized ;by the :budget. and cha�.+.,inot cofitravene the ,provisions of.Lhe-.budget..without�:the�aDpfova3 of the Board of Director's. -14 - ARTICLE VI Audit The Board of Directors shall provide for an annual audit of the Agency to be made by an independent certified public accountant within 120 days after the end of each fiscal year. The books of the Agency shall be kept in accordance with generally accepted accounting principles. A copy of the annual audit report shall be delivered to each Municipality promptly upon its receipt by the Agency. ARTICLE VII Contracts and Purchases, Loans and Check 1. Contracts and Purchases. The Board of Directors may authorize any officer or officers of the Agency (including any officer of the Board of Directors or the Executive Committee) or agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Agency. Such authority may be general or confined to specific instances, consistent in each case with the By-Laws'and the Agreement. The Board of Directors shall by resolution provide procedures for the entering into of contracts and making purchases of services, goods, equipment, supplies and facilities. The procedures shall provide authority for officers of the Agency or for the Executive Committee to approve contracts and purchases and shall make such provision as the Board of Directors deems appropriate for public bidding for contracts. and purchases. -15- 2. Loans. The Agency'may borrow money only upon the approval of the Board of Directors. 3. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebted- ness in the name of the Agency, shall be signed by such officer or officers (including any officer of the Board of Directors or the Executive Committee) or agent or agents of the Agency and in such manner as shall be provided by resolution of the Board of Directors. ARTICLE VIII Notices Any notice or document -required to be given under the Agreement -or the By --Laws shall. be. deemed i:a be given, �5tti Tesperi. to, -a _bijgnicaspa<i`iilc,: :a Zire:tor, or a member of .the Ezcecut±ve Cnmmit.tee appointed by a.Municipalaty, If it is delivered or mailed to the p;Cincipal office of that municipality :or 'the Municipality which appointed such.person; and with respect to any other officer of the Agency if delivered or mailed to the principal office of the '.Agency. For notices required .to be g9.ven under the Agreement -or the By -Laws whre'the notice period i.s. l:ess:tthan i:en days, iF., mai1. is delivered shall be'added 'to* the=nor.ice period if the : notice'-i,s g:iuen by mail'_- -All nctidss shat' I'be i_n writing. Any person oi.Municipal:i.ty may waive- -any 'notice; Attendance by any person at a meeting is a waiver of notice of the meeting. -16 - ARTICLE IX Amendment Amendments to the By -Laws may be proposed by any Director or by any member of the Executive Committee. The amendment shall be submitted to each Director at least thirty days prior to the meeting of the Board of Directors at which the amendment is to be considered. The proposed amendment and the reason for it shall be considered by the Board of Directors, along with the recommendations of the Executive Committee and any officer of the Agency. Con- currence of Directors equal to not less than three-fourths vote of all Municipalities shall be required to adopt any amendment to the By -Laws. No amendment shall cause the By - Laws to conflict with the Agreement. ARTICLE X ,,:'a:hvrA'r'n°n a:-=3v$+.',•::a3�'!°. tvsa.':C9�.." ... ._. ..,- .. rtin.; Effective Date The By -Laws shall become effective upon approval by the Board of Directors. Any amendment to the By -Laws shall take effect immediately upon its approval by the -Board of Directors, unless the terms of the amendment other- wise provide.