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1985-05-06 - Resolution 1985-26 - APPROVING SETTLEMENT AGREEMENT AND MUTUAL SPECIAL RELEASES AND COVENANTS RELATING TO THE FAILURE OF THE NORTHWEST WATER COMMISSION'S DIVISION A RESERVOIRRESOLUTION APPROVING SETTLEMENT AGREEMENT AND MUTUAI SPECIAI RELEASES AND COVENANTS REI,ATING TO THE FAILURE OF THE NORTHWEST WATER COMMISSION'S DIVISION A RESERVOIR I{HEREAS, the Village of of the Nolthwest Water Conunission (the "Commission") ; and WHEREAS, the Cormnission has undertaken a major pipeline, reservoir and pumping station project to bring Lake Michigan rdater to the Villaqe and the Conunission,s other membe r VilJ,ages; and WHEREAS, the Commission entered into an Agreement with PRC Consoer Townsend and tj.ve1y "PRC" ) for Engineering Buffalo Grove is a member PRC Engineering, Inc. (co1lec- Services for the design by pRC of the Division A Reservoir (the "Reservoir,,) and pumping Station to be erected at Foundry and wolf Roads, Des plaines, fllinois; and WHEREAS, the Commission and The George Sollitt Construction Company ("Sollitt,') entered into a contract for the construction and completion of the said Division A Reservoir and Pumping Station and thereafter Sollitt under- took said construction; and RESOLUTION NO. 85-26 WHEREAS, The Hartford Insurance Group (',The Hartford") issued to the Conunission an insurance policy, purportedly insuring the Commission, as well as PRC and Sollitt as additional insureds, against certain types of Ioss from certain risks or hazards to the Reservoi! and Pumping Station; and ' WHEREAS, on september 4, 1984, a major failure (the "Failure") of the Reservoir occurred, or otherwise became manifest; and WHEREAS, the Corunission, its menber Villages and PRC are desirous, not of litigating among themselves responsibility for the Failure, but of determining and implementing the safest, practical measures and methods, anil of arranging for the necessary financing, to restore and complete saj.d Reservoir so as to promptly place it into full operation and deliver ivater to the member villages and their citizens, industries and businesses; and WHEREAS, the Commission, its member Villages and PRC wish to resolve among themselves those issues necessary to permit the completion, restoration and placing into service of the Reservoir to go forward Promptly and \{ithout further or continuing damage or inconvenience to the Comnis- sion, j.ts member Villages and the Persons and businesses who are in need of the supply of Lake Michigan $rater that the Commj.ssion is to provide to the Members; and WIIEREAS, it is the intent of PRC, the offeror, and the Commission and the Conmission's nember Villages, co11ec- tively the offeree, to mutually and specially release certain claims each may have against the other, to retain and reserve certain other claims each may have against the other, and specifically to retain and reserve any rights, causes, or claims either PRC or the Cotnmission and its member Villages have or may have agaj.nst any other persons, entities, or interests including but not linited to Sollitt and The Hartford; and WHEREAS, the President and Board of Trustees of the village of Buffalo Grove have determined it to be in the best interest of the village and its citizens that the rrSettlement Agreement and Mutual Special Releases and Covenants" attached hereto be approved and executed on behalf of the Village by its duly authorized officials; NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees, of the Village of Buffalo Grove lCook and Lake Countiesl, Illinois as follows: -3- SECTION ONE:The "settlement Agreement and Mutual- Special Releases and Covenants" relating to the failure of the Northwest Water Commission's Division A Reservoir ("Settlement Agreement" ) attached to this resolution and by herein and made a part hereof, be, approved. substantially in the form this reference incorporated and the same hereby is, SECTION TWO:The President and Village Clerk of the Village of Buffalo Grove are hereby authorized and directed to execute the aforesaid Settlement Agreement, substantial.ly in the form attached hereto, on behalf of the Village of Buffalo Grove The Village Clerk is directed to deliver a certified copy of this Resolution and the executed Settlement Agreement to the Northwest Water Com- mission. SECTION THREE: This Resolution shal1 be in fu11 force and effect from and after its passage and approval in the manner provided by law; provided, however, that this Resoluti.on shall- be of no force or effect whatever unless and until the aforesaid Settlement Agreement, in the same form as executed by the Village of Buffalo Grove and the Special Agreement attached thereto have been executed -4- .', \'-.' by each of the other parties thereto and delivered by each to the Co[unission, on or before Uay 15, 1985. 6rhPASSED THIS DAY OF MAY, 1985. AYES ! 5 - Marlenthal, O'Reilly, Reid, Shields, Kowalskl NAYS: 1 - Glover ABSTAIN: O - NONE ABSENT: 0 - None APPROVED THIS 6rh DAY OF MAY, 198 5. Village President Yt111a9e crerti ATTEST: h+^*.Tn 3,',-1,** ( seaL ) SETTLEMENT AGREEI,IENT UUTUAL SPECIAL RELEASES AND AND COVENANTS This Settlenent Agreenent and l{utuaL Special Releases and Covenants ( the 'Agreenent') made and entered into by and betlreen the offerors, pRC Consoer Townsend and pRC Engineering, Inc. (collectively 'pRC'), and the offerees, t.he Northwest Water Connission ( the rconmission. ) and the Villages of Arlington Heights, Buffalo Grove, palatine and hheeling (hereinafter, the 'Menber Villagesr or the .lrlembersr ) , WITNESSETH s I{HEREAS, the Coomission and pRC entered into an Agree- nent. for Engineering Services, dated January 22, I9g1, for the design by PRC of the Divisi.on A Reservoj.r (the rReservoir') and Punping Station to be erected at Foundry and v{olf Roads, Des Plaines, IlIinois, for the preparation by pRC of Contract Draw- ings and Specifications therefor, for the General and Detailed Inspection by pRC of the construction thereof, and for other related engineering services by pRc, and pRc thereafter undertook said design, preparation of Contract Drawings and Specifications, General and Detailed Inspection and other related engineering services; and WHEREAS, the Connission and The ceorge Sollitt Construction Conpany (rSollittr) entered into a contract (the 'Division A Contract"), dated December 2L, ]-gg2, for the Execution version, page I of 20 pages a const,r uction and Punping Station; tioni and completion of the said and thereafter So1l i tt Division A Reservoir and undertook said construc- WHEREAS, the purpose and function of said Reservoir and puoping Station was, and is, to connect with, and be an integral Part of, a Lake Michigan Water SuppIy System rdhose purpose and function was, and is, to acquire and operate a conmon source of supply of Lake Michigan water for the uember Villages and other customers of the Commission; and WHEREAS, on Septenber 4, 1984, a najor failure ( the 'Failureo) of the Reservoir occurred, or otherwise becane nani- fest, invo.Lving one of five units or ,celIs' of the Reservoir and a part of a second ce11 (known as CeIl No. l and CelI No. 2, respect,iveLy) t and IIHEREAS, the Commission and pRC, immediately after said Failure, undertook invest,igation of said FaiLure to determine the cause or causes thereof and the measures and methods necessary to place said Reservoir into ful1, or'at least partial, and safe operation; and IiHEREAS, on Novenber 30, 1984, Sollitt abandoned the construction site of said Reservoir and pumping Station and thereafter failed and refused to perforn outstanding and unful- fiLled obligations under its Division A Contract and failed and refused to assume any responsibility for the conpletion, restora- tion and placing into operation of said Reservoir and pumping Station; and Execution version, page 2 of 20 pages I|BEREAS, on January 3, 1985, while the Commission and PRC sere still conducting the aforesaid investigation, Sollitt filed a Complaint, bearing the cause nunber g5 L, LO4, against pRC and the Comnission in the Circuit Court of Cook County, Illinois, alleging in numerous counts thereof causes of action bot.h in breach of contract and in torti and WHEREAS, certain of said causes of action, or allega- tions in Sollitt's Conplaint, now amended, relate to the afore- sai<i design and preparation of Contract Drawings and Specifica- tions by PRC, certain of said causes of action, or allegations therein, relate to the aforesaid ceneral and Detailed Inspection and other related engineering services by pRC; and certain of said causes of action, or allegations therein, relat.e to various contract and negligence claims of Sollitt. against the Commission, both for the Commissionrs own alleged acts and omissions and for alleged acts and omissions of pRCi and WHEREAS, on or about August I, I9g2 The Hartford Insurance Group ('The Hartfordi ) issued to the Commission an insurance policy, purportedly insuring the Condission, as well as PRC and Sollitt as additional insureds, against certain types of loss from certain risks or hazards to the Reservoir and punping Station, said policy having been designated by The Hartford as an 'InstalIat.ion Floater' and having been designated by The Hartford as rPolicy Number *82 TM Dlf 1153,"i and Execution Version, page 3 of 20 pages ftHEREAS, The Eartford has denied, by letter of April 15, 1985, the Connission. s clain, nade under said Installation Floater insurance policy *82 Tr,r DIrt 1153, for the damages relating to the Failure and has specifically denied all liability to the Comnission, PRC and Sollitt for any loss or damage resulting f roro said Failure; and hlgEREAS, The Hartford has filed an action for Declara- tory Judgment against the Commission and pRC to determine the rightfulness of its aforesaid actions in denying the Conmlssionrs clains and The Hartford.s liability; and IiHEREAS, Pacific Enployers Insurance Conpany (.pacific Employersr) is an insurer of PRC with respect to clains made, or which could be nade, against pRC relating to the design of the Reservoir; and WHEREAS, the Conmission, l,tenber Villages and pRC are desirous, not of Iitigating, among thenselves, responsibility for the Failure , but of deternining and implernenting the safest, practical measures and methods, and of arranging for the necessary financing, to restore and coepLete said Reservoir so as to pronptly place it into fuI] operation and deliver water to the l{ember ViIlages and their citizens, industries anal businesses; and WtsEREAS, the Conmission, uember Villages and pRC wish to resolve the issue of pRC's direct payment and provision of ser- vices to the Comnission and ember Villages for the conpletion, Execution Version, page 4 of 20 pages restoration and placing into servi,ce of the Reservoir, as well as PRCrs engineering role therein, so as to pernit such rrork to go forrrard pronptly and without further or continuing daoage or inconvenience to the Conmission, the l,lember Villages and the persons and businesses eho are in need of the supply of Lake llichigan water that the Connission is to provide t'o the llembersi and VIHEREAS, the Connission, tlenber Villages and pRC under- stand and agree that the Connission and Menber Villages should remain able to freely litigate or settle any and all claims they have or nay have against any other actual or potential party, and to freely Litigate or settl.e any and aII other ctains they have or may have against pRC, arising fron, or relating to, any other partyrs clains against the Commission whether or not related to the Reservoir design and/or the FaiLure, as well as to freely Iitigate or settle any and all clains they have or nay have against PRC not related to the Reservoir design and the Failurei and $IEEREAS, the Connission, !,lember Villages and pRC under_ stand and agree that pRc shourd renain abre to freely ritigate or settle any and all clains it has or may have against any other actual or potential party, and to freely litigate or settle any and alL other claims that it has or may have against the corunission insofar as such clairns do not arise from, or relate to, the Reservoir desi.gn and/ or the Failure and/ or the prepara_ Execution Version, page 5 of 20 pages tion of Contract Docunents and Specifications for the Reservoir and Pumping Stationi and WEEREAS, it is the intent of pRC and the Conmission and l,lenber s to nutually and specially release, pursuant to the pro- visions of IIlinois Iaw, including but not Iirnited to the IlIinois Contribution tulong Joint Tortfeasors Act, 11I. Rev. Stat. ch. 70, S 302(c) (the 'Contribution Act.), certain claims each may have against the other and to retain and reserve certain other clains as aforesaid and the further int.ent of pRC and the Comnission and Members to specifically retain and reserve any rights, causes, or clairus either pRC or the Commission and l,lembers have or may have against any persons, entities, or inter- ests other than PRC and the Commission and t{enbers, inc).uding but not limited to SoIIitt and The Hart.fordi NOll, TEEREFORE, in consideration of the foregoing, and the agreernents, releases, covenants and representations contained herein, the Commission, Ir{ember Villages and pRC do hereby agree as follows: I. This SettLement Agreement and Mutual Special Re- leases and Covenants, or any statenent made herein, does not in anY way constitute: (a) any adnission by the Connission, the trlenber Villages or PRC of any violation of any 1ocal, State or Federal law or regulation, or Execution Version, page 6 of 20 pages (b) any admission by the Connission, the t{ember Villages or PRC of any act or failure to act resulting in danage to any of them or to any other party, actual or potential, or (c) a finding, deternination, or adjudication of any matters alleged in the Conplaints filed by Soltitt and the Bartford or of any factual questions or issues which may arise anong or betereen any of the parties hereto or any other parties, actuaL or potential . 2. PRC hereby agrees to, and shall,, pay to the Corunission, on behalf of Ehe Commission and llenbers, the sun of TWO !,IILLION, TIiO HUNDRED AND TWENTY-FIVE TEOUSAND DOLLARS (52.225,O00 ) on or before June 15, 1985, provided this Settlernent Agreement and Uutual Special Releases and Covenants has been fully executed by the Commission and lt{embers on or before l.iay 15, 1985. 3. Additionally, but subject to the provisions of Paragraph 5 hereof, pRC hereby agrees to, and shalI, provide, without cost to the Connission or llembers, all engineering ser- vices that may be necessary to renedy the Failure of the Reservoir, to protect against future failures of the Reservoir and to nake the Reservoir fully operational. For purposes of estinating the value of this component of pRCrs offer, but not by way of limitation on the services to be provided, without cost to the Commission or llenbers, the value of these services (at actual Execution Version, page 7 of 20 pages cost) is estimated to be 9375,000, of which approxinately $120r000 has been already expended on the design and supervision of the Reservoir by-pass, underdrain system and related remedial serv ]'ces . 4. PRC agrees that it has taken all necessary steps to cause Pacific employers to, and has authority to represent that pacific Enployers wiII, nake an interest-free loan to the Commission for the costs of construction, repair, protection and completion of the Reservoir, including ( subject to the provisions of Paragraph 5 hereof) any additional engineering services that the Commission nay elect to emp).oy in connection therewith, if, when and insofar as such costs exceed collectively the conbined atnount of the sun of 9I,000,000 to be advanced by the Connission (sublect to the Commission,s right of recovery through settlement or litigation against another party or parties) and the foregoing $21225,O00 sun to be contributed by pRC. The interest-free 1oan, if any, shall be repaio by the Commission to pacific Enployers on the following basis: 9f00,000 to be paid in four equal quarler1y installments commencing on ttay 20 of the first full fiscal year of the Conmission ( the fiscal year is May Ist to April 3O) conmencing after lhe Reservoir is fully restored, completed, and operational , and 9200,000 annually thereafter, paid quarEerly, in equal installnents until the entire amount of the interest-free loan is repaid. AII quarterly installnents shall be paid May 20th, August 20th, November 20th and February 2oth. In addition, Execution Version, page 8 of 20 pages so long as any portion of said loan remains outstanding, any tnoney recovered from any third party or insurer (other than pay- ments by Pacific Employers made pursuant to this agreenent) by the Commission for claims relating to said design and/ot Failure of the Reservoir (except for claims in contribut,ion, claims in indemnity or claims in contract or tort to recover sums legally required to be paid, hrhether or not already paid, to another or others by the Commission and l!{enbers, or any one of then), by way of settlenent or litigation, sha1l be paid, within 30 days of its receipt, to Pacific Enployers and sha1l be credited against the balance remaining due on said loan. By their execution of the Special Agreement set forth at the end of this AgreeDent, the Conmission and Pacific Employers agree to bind themselves to their respective obligations to each other set out in this Paragraph. 5. Sublect to the following conditions first. being met, and being maintained at aII tines until the Reservoir is fuLly restored, conpleted and operati.onal , the Connission will designate PRC as the primary re-design engineer: a) The Cosutission and pRC agreeing upon a re_ design concept or, failing such agreement, pRC agreeing to iruplernent a redesign concept selected by the Conmission and pRC agreeing with the Comnission that it can and will iroplement said redesign concept, and will undertake to so redesign, and othervrise inplement said Execution version, page 9 of 20 pages concept, in a good and worknanlike roanner, and in con- pliance with the standard of care of the engineering profession therefor, so as to produce a Reservoir safe and fit for the Commission,s original intended use and purpose; and b) The Conmission having the unlimited right to employ, at it.s olrn expense any, and as many, engineers and related consultants as the Conmission chooses, in the redesign, construction, repair, and placement into operation of said Reservoir and pRC agreeing to co- operate fully with such consultantsi provided, however, that said expense of the Conrnission may be financed by drawing on the interest-free loan provided for in para- graph 4 hereof but provided, further, that unless pRC shall violate the conditions of this paragraph 5, the draws against said loan to pay such additional engin- eering expenses sha1l not exceed $150,000. c) PRC sha1l carry, and demonstrate to the Commission, upon request, that it is carrying, pro- fessionaL liability insurance, of a type and in scope reasonably satisfactory to the Comrnission, covering PRCrs redesign work, including the implenentation of said redesign. PRC sha1l a1so, at all times during the work to be performed by pRC under this Agreenent, main- tain such insurance as will protect it fron claims under Execution version, page 10 of 20 pages the Workerrs Conpensation Act and from claims for bodity in1 ury, death or property damage which may arise fron the performance of vrork under this Agreenent. The Iimits of coverage of such insurance shall be at least $5,000,000.00. The Corulission retains the right to disniss pRC as primary re- design engineer for violation of any of the foregoing conditions or for other good cause shown. Hoirever, it is the intent of pRC, the Comnission and the Member Villages that pRC wiLl be able to meet, and will neet, the conditions set forth in this paragraph 5, and will thereby be designated and aerve as primary redesign engineer at all tines until the Reservoir is fu1ly restored, conpleted and operational . 6. PRC agrees to, and does hereby, reLease and forever discharge the Comnission and Menbers, and their agents, servants, enployees, officers, attorneys, successors, and assigns, and every one of them, of and from any and all claims, denands, ac- tions, and causes of action which pRC now has or clairns to have, or which nay hereafter accrue to pRc, or any one or nore of such claims, for any and aII danage, loss, or injury of any kind what- soever arising out of, growing out of, or relating in any rday to the design of and/ or Eailure of the Reservoir, including the preparation of Contract Documents and Specifications for the Reservoir insofar as they relate to said design and/ or Faiture, provided, hocever, that pRC specifically retains any rights it Execution Version, page Il, of 20 pages Execution version, page 12 of 20 pages now has, or nay have in the future, of contribution or inalemnity fron the Conmission for any claim brought by, or any liability to, SoIIitt or other actual or potential parties for negligence, not related in any rray or nanner to the design and/ or Failure of the Reservoir, but based in whole or in part on the acts or omis- sions of the Commission. Except as provided in paragraph 3 here- of, PRC is not releasing hereby any clairns iE nay have for engin- eering serv j.ces heretotore provided by pRC to the Connission, but not yet paid for by the Conmission, with respect to any division of the Commissionrs Lake Michigan lilater Supply Systen other than Division A or with respect to such services on Division A prior to the Failure or with respect to such services on Division A since the Failure but unrelated to the failure or work in re- sponse to the Eailure. The Comnission is not hereby admitting or denying the validity of any such clains for engineering services heretofore provided. 7. Notwithstanding any of the provisions of paragraph 6 of this Agreement, and except as provided in paragraph I4 of this Agreenent, PRC specifically retains any and all rights, causes of action, or clains it now has or nay have in the future against any pergons, entities, or inlerests other than the Connission and Menbers and their agents, servants, enployees, officers, attorneys, successors, and assigns and nothing in this Release is intended to or sha11 be const.rued t.o linit any such right, cause, or c1a irn. 8. The Conmission and liembers agree to, and do hereby, release and forever discharge pRC, and its agents, servants, employees, officers, attorneys, successors, affiliales, and assigns, and every one of them, of and from any and all claims, demands, actions, and causes of action which the Comnission and Members now have or claim to have, or which may hereafter accrue to the Connission and lrlembers, or any one or nore of such clairos, for any and all damage, Loss, or injury of any kind whatsoever arising out ofr growing out of, or relating in any way to the design of andlor the Failure of the Reservoir; provided, however, that the Commission and Uenbers, and each one of then, specifi- caLly retain any and all rights against pRC they or any one of then now has or clains to have, or nay have in the future, for contribution, for indemnity or for claims in contract or tort to recover for sums legally required to be paid, rdhet.her or not alreaoy paid, to another or others, by the Comnission and llenbers, or any one of thern, for any clain brought by, or any liabiJ.ity to, SolLitt or any other party, actual or potential , based in whole or in part on the acts or onissions of pRC. 9. Notwithstanding any of the provisions of paragraph 8 of this Agreement, the conmission and Iiiembers specificalry retain and reserve any and all rights, causes of action, or crains they or any one of t.hen now has or lnay have in the future against any persons, entities, or interests other than pRC and it,s agents, servants, employees, officers, attorneys, successors, Execution Version, page IJ of 20 pages affiliates, and assigns, and nothing in this Release is intended to or shall be construed to limit any such right, cause, or c1aim. 10. No part of the consideration for this Agreement nade or given by PRC is intended to be or shall be construed to be a credit or set-off which in any i{ay limits or reduces the right of the Connission and Members, or any one of then, as es- tablished in Paragraph I of this Agreenent, to recover in con- tribution, indennity, or otherrrise, the full anount of any sums Ie9a11y required to be paid, nhether or not already paid, to another or others by the Connission and lilembers, or any one of then. lI. No provision in this Agreement is intended to or shall be construed t'o limit in any way the ability of pRC or of the Commission and l.{enber s to litigate or negotiate a settlenent of any clains they or any one of them may have against Sollitt or, except as provided in paragraph 13 of this Agreement erith respect to the Conmissionrs or Uembers, clains against pacific Employers, and except as provided by paragraph 14 of this Agreement with respect to pRC.s claims against The Hartford, against any other third party or entity. 12. Iihile the above-stated consideration is the fu11 and sole consioeration for this Agreenent, said consideration does not constitute ful1 accord and satisfaction of the claims ancl damages of the CoEnission and Uenbers arising out of the Execution Version, page 14 of 20 pages Division A Contract and the Failure of the Reservoir and, any- thing Eo the contrary in this Release notwi thstand ing , the Conmission and llenbers specifically retain and reserve their rights to sue and assert any and all of their clairos against all parties ano insurers, other than pRC and pacific Employers, in- cluding but not limited to Sollitt and The Hartford. IJ. Except as provideo in paragraph 14 hereof r the Commission and Menbers release and forever discharge pacific Enployers of and from any and aII clairns, demands, actions, and causes of action which the Conmission and Members now have or clain to have, or which may hereafter accrue to the Commission and lilembers, or any one or more of them, relating to the design of ano,/or the Failure of the Reservoir; provided, however, that the Conmission and llembers specifically retain any and all rights against PRC and Pacific Enployers that they or any one of then now has or claims to have, or may have in the future, for contri- bution, for indemnity or for clains in contract or tort to re- cover for sums legally required to be paid, rrhether or not al- ready paid, to another or others, by the Commission and Menbers, or any one of them, for any clain brought by, or liability to, Solfitt or any other party, actual or potential , based in whole or in part on the acts or omissions of pRC. 14. pRC and pacific Employers hereby assign to the Comnission any and all causes of action, claims or rights they now have or nay have, or which may hereafter accrue to them, Execution Version, Page 15 of 20 pages against The Eartford arising out of, growing out of, or relating in any way either to this Agreement, t'o pRcrs status as an in- sured party under The Hartford 'rlnstallation Eloateri issued to the Commission or to the contractual or legaI sufficiency or validity of any provision of that Installation Eloater or to PRCrs $rork in connection with the Reservoir, the punping Station or otherwise relating to Division A, and pRC and pacific Enployers specifically agree that any and all sums which The Hartford pays, or is tega1J.y obligated to pay, as a result of said causes of action, clains or rights shall belong to the Conmission and turther specifically agree that pRC, pacific EnpLoyers and any other insurer(s) of pRC shall have no right or clain to, or interest in, any such sums. pRC also agrees that it will not sue any insurer so as to create in or give to, or enter into any agreenent with any insurer which will create in or give to, said insurer any right(s) of subrogation in or to such sums, and PRC hereby agrees to indennify the Comnission for any and aII loss of such suns as the Comnission nay suffer as a result of PRCis breach of said Agreement. pRC agrees to provide the Commission, without cost, such access as the Comrnission reason- ably requires to any potential witnesses, documents or other information in any way relating to the Conmission's causes of action, clains or rights against The Hartford. No provision in this Agreenent is intended to or shall be construed to limit in any hray any cause of action, clain or right the Connission and Execution version, page 16 of 20 pages Itlenbers, or any one of then, nohr has or claims to have, or which nay hereafter accrue to the Connission and ltembers, or any one of them, against The Hartford, or any cause of action, clain or right of PRC or its insurers assigned to the Comnission pursuant to this Paragraph. Nothing in this Agreement shall be construed as giving The Hartford any subrogation rights against pRC or Pacific EnployerB based upon the clains of, or paynent.s made hereunder to, the Commission and ltelubers. By its execution of the Special Agreenent set forth at the end of this Agreement, Pacific Enployers agrees to bind itself to the assignment of its rights as set forth in this paragraph. 15. PRC, the Connission, and the Menber Villages under- stand and agree that there are no repr e sentat ions , covenants or promises, not contained in this Settlenent Agreement and ltutual Special Releases and Covenants, which form any part of this Agreenent or upon which any of them are relying in entering into this Agreement. 16. This Agreement shall take effect on, and not be- fore, the date upon which both it, and the Special Agreenent set forth at the end of this Agreement, are fully executed by all of the parties hereto and thereto, respectively. This Agreenent and the offers represented by it shall be nu1r, void and of no effect unless both it and the said Special Agreenent are fully executed as aforesaid on or before l.{ay 15, 19g5. L7. This Agreement sha11 be construed in accordance with Illinois 1aw. Execution Version, page 17 of 20 pages 18. This Agreement may be executed in multiple identi- cal counterparta and all of said counterparta Bhall, taken to- gether, constitute the Agreement. IN WITNESS WHEREOF, the parties hereto have hereunto aet their hands on the dates subscribed following their respective signatures. PRC ENGINEERING, INC PRC CONSOER TOWNSEND;A Division Thereof. And 4 n'"./cret a{y By:/f ^r.-, /rt! DaLe tr NORTT1WEST WATER COMMISSION ATTEST: By: ESTATT ATTEST : GHTS Byt te Execution Version, page lg of 20 pages I ><--</'y't* n7tet:^ ,-- VILLAGE OF ARLINGTON ATTEST: --\edltr.&ui"^^'Byt {J ATTEST: By: VILLAGE OF BUFFALO GROVE VILLAGE OF PAIATINE z/a Da te ,( 4',",-,a,-( =---------7-T Date VILLAGE OF WHEELING ATTEST: \o^ra1, O'A..,r.By: SPECIAL AGREEMENT By their signatures hereto, pacific Employers In6urance Company, as PRC's insurer, and The Northt est Water CommiEsion agree with each other to be bound by thei.r respective obrigations and undertakings set forth in paragraph 4 and 14 of the foregoing Agreement . Execution Version, page 19 of 2O pages s-/z/tt- Df,te/ ATTEST: ATTEST : PACIFIC EMPLOYERS INSURANCE COMPANY By: NORTHWEST WATER COMMISSION By: r7/5 Execution Version, page 20 of 20 pages tlr/as Date' VILLAGE OF BUFFAIO GROVE ATTEST ; \"ri-'1^^&^,'I- -By: VILLAGE OF PALATINE ATTEST : P,/1"'^.'a-By:€-z 3 - ?5' Date VILLAGE OF WHEELING a'0--By:-f rr-/( Date SPECIAL AGREEMENT By their signatures hereto, Pacific Employers Itlsurance Company, as PRC's insurer, and The Northwest Water Commission agree with each other to be bund by their resPective obligations and undertakings set forth in Paragraph 4 and 14 of the foregoing Agreement. -19- Da!e &r^ frr!,n t"" WuL4- ATTEST: VILI.AGE OF BUFFAIO GROVE ATTEST: By: Date VILLAGE OF PAIATINE ATTEST: By: VILLAGE OF WHEELING 0 By g- L -2d Date SPECIAI, AGREEIT{ENT By their signatures hereto, pacific Employers Insurance Conpany, as PRC'S insurer, and The Northwest Water Commission agree with each other to be bound by their respective obligations and undertakings aet forth in paragraph 4 and 14 of the foregoing Agreement . -19- Date I,T|TFq'I .