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1988-022k 1- ORDINANCE NO. #88 -22 ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT ESTABLISHING THE SOLID WASTE AGENCY OF NORTHERN COOK COUNTY AS A MUNICIPAL JOINT ACTION AGENCY AND APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERIM PROJECT USE AGREEMENT. BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VIL- LAGE OF BUFFALO GROVE COOK COUNTY, ILLINOIS, AS FOLL01f, S: SECTION ONE: Findings: It is found and declared that: (a) The Village of BUFFALO GROVE Cook County, Illinois (the "Village ") desires to provide an efficient and environmentally sound system for the collection, transportation, processing, storage and disposal of municipal solid waste. Providing such a system is in the interests of the public health, safety and welfare of the Village and its inhabitants. (b) Article VII, Section 10 of the 1970 Constitution of the State of Illinois authorizes units of local government to 'contract and associate among them- selves to obtain or share services and to exercise, combine, or transfer any power or function, in any manner not prohibited by law or ordinance. (c) Under that Constitutional provision, units of local government may use their credit, revenues, and other resources to pay costs and to service debt related to intergovernmental activities. (d) The Intergovernmental Cooperation Act, as amended (I11. Rev. Stat., ch. 127, paragraph 741 et seq.), also authorizes units of local government to ex- [Village: Home Rule] y . t. ercise and enjoy jointly their powers, privileges or authority and to enter into intergovernmental agreements for that purpose. (e) It is necessary for purposes of economy and environmental safety for the Village to join with other units of local government to create by intergovern- mental agreement a municipal joint action agency to provide and operate an efficient and environmentally sound municipal solid waste system (the "System "). (f) The Village, together with other municipalities acting through the Northwest Municipal Conference, has prepared an Agreement Establishing the Solid Waste Agency of Northern Cook County as a Municipal Joint Action Agency (the "Agency Agreement "). By entering into the Agency Agreement, member units of local govern- ment (the "Members ") will establish a Municipal Joint Action Agency (the "Agency ") in order to provide and operate the System. The name of the Agency will be "Solid Waste Agency of Northern Cook County." (g) It is necessary and in the best interests of the Village and its inhabitants that the Village enter into the Agency Agreement establishing the Agcn- cy. (h) When established, the Agency will obtain detailed design and engi- neering plans for a municipal solid waste project consisting of an efficient and environmentally sound balefill providing for the disposal of compressed solid waste, which may include (but is not limited to) leachate and gas collection and drainage equipment, a leak detection and groundwater monitoring system, rolling stock, structures, equipment and other related improvements constituting a solid waste processing and disposal facility, together with one or more fully enclosed solid waste transfer and processing stations (the "Project "), acquire a site or sites for the Project and options to acquire a site or sites for the Project, obtain all necessary zoning and land use permits, prepare and file applications for other -2- ti necessary governmental permits, acqu;ce equipment for the Project, commence con- struction of the Project, and do all other things necessary or desirable to prepare for and to begin the acquisition, construction, equipping and improvement of the Project (collectively, the "Interim Project ")., (i) The Agency will borrow up to $5,500,000 and will issue its contract revenue and bond anticipation notes in an amount up to $5,500,000 (the "Series 1988 Notes ") to finance the costs of the Interim Project, including without limitation engineering and design fees and expenses, costs of acquiring a site or sites and options to acquire a site or sites for the Project, costs of equipment for the Project, costs of construction of the Project, expenses of the Agency and its staff, legal and other professional fees and expenses in connection with the Project, financial, legal, administrative and other expenses of the authorization, issuance, sale and delivery of the Series 1988 Notes, reimbursement to Members and other contributors for costs of the Interim Project previously incurred in anticipation of the issuance of the Series 1988 Notes, capitalized interest and appropriate reserves and contingencies. (j) Both principal of and interest on the Series 1988 Notes (and on any Additional Notes mentioned below) will be payable solely from (1) proceeds of re- funding bonds or notes of the Agency which may be used for that purpose; (2) receipts of the Agency from any Members or customers under any Interim Project Use Agreements between the Agency and such Members and customers; (3) any amounts on hand at any time in the Agency Project Account and the Note Principal and Inter- est Accounts to be established in the Resolution of the Agency authorizing issuance of the Series 1988 Notes (the "Series 1988 Note Resolution "); (4) interest or other investment earnings of the Agency on the amounts in such accounts; (5) any and all revenues of the Agency from the operation of the System in excess of the expenses of -3- C maintenance and operation of the System; and (6) funds from the sale, lease, con- demnation award, or other disposition of the Interim Project or the Project. (k) It is necessary and in the best interests of the Village to enter into an Interim Project Use Agreement (the "Interim Agreement ") with the Agency un- der which the Agency will undertake the Interim Project and issue the Series 1988 Notes and the Village will pay its proportionate share of the amounts necessary to pay principal of and interest on the Series 1988 Notes and any Additional Notes. (1) It is necessary and in the best interests of the Village to agree to pay not to exceed 4.39% of the principal of and interest on the Series 1988 Notes and any Additional Notes of the Agency (and to agree to pay additional amounts pursuant to the "step up" provisions of Section 4.3 of the Interim Agreement) and to make an appropriation therefor. (m) The Series 1988 Note Resolution will provide that the Agency may is- sue additional contract revenue and bond anticipation notes (the "Additional Notes ") from time to time in one or more series in an aggregate principal amount up to $2,000,000 for the purposes, under the conditions and subject to the limitations contained in the Series 1988 Note Resolution. (The Series 1988 Notes and the Addi- tional Notes are referred to collectively as the "Notes. ") (n) The Village, by adopting the Interim Agreement, and the other Mem- bers, by adopting similar interim agreements, agree that they will be severally (and not jointly) liable for their proportionate shares of the principal of and interest on the Notes not paid from other funds of the Agency, and for the step up obligation provided in Section 4.3 of the Interim Agreement. The obligation of the Village to make payments under the Interim Agreement is separate from the obligations of all other Members to make payments under their respective Interim Project Use Agreements and shall not in any respect be diminished or increased if any other Member or -4- t L Members default in their obligations under their respective Interim Project Use Agreements, except for such step up obligation. (o) The obligations of the Village under the Interim Agreement are gener- al obligations of the Village to the payment of which its full faith and credit and its taxing power (unlimited as to rate or amount) are pledged. Such obligations do not exceed any constitutional, statutory or other applicable limitation on debt. (p) The Village is obligated under this Interim Agreement to pay its respective share of the costs of the Interim Project without set -off or counter- claim, irrespective of whether the Interim Project, the Project or the System is ever completed, made available or provided to the Village and notwithstanding any suspension, interruption, interference, reduction or curtailment of the Interim Project, the Project or the System. (q) The Village is a home rule municipality under the terms of Article VII, Section 6 of the Illinois Constitution and may exercise any power and perform any function pertaining to its government and affairs. SECTION TWO: Approval; Execution of Agency Agreement. The President and Board of Trustees approves the form of the Agency Agreement presented to it at this meeting. The Village shall enter into the Agency Agreement establishing the Agency, and by executing the Agreement shall be a Member of the Agency. The President of the Village is authorized to execute the Agency Agreement on its behalf in substan- tially the form attached to this Ordinance as Exhibit 1 and made part of this Ordinance. SECTION THREE: Designation of Members of Board of Directors. The Presi- dent and Board of Trustees appoints Verna L. Clayton as the Village's Director on the Board of Directors of the Agency and appoints William R. Balling as its Alternate Director, in each case for a term expiring April 30, 1991, or until his or her successor is appointed. -5- SECTION FOUR: Approval Execution of Interim Agreement. The President and Board of Trustees approves the form of the Interim Agreement presented to it at this meeting. The President and Village Clerk are authorized to execute the Interim Agreement, in substantially the form attached to this Ordinance as Exhibit 2 and made a part of this Ordinance; provided that the Interim Agreement as executed by the Village shall provide that the Village shall not pay more than 4-39% of the principal of and interest on the Notes (and shall pay additional amounts pursuant to the step up provisions of Section 4.3 of the Interim Agreement). SECTION FIVE: Appropriations. This ordinance shall constitute an ap- propriation of the funds necessary to meet the Village's obligations to make pay- ments of its proportionate share of principal of and interest on the Notes under the Interim Agreement. SECTION SIX: Officers' Powers. The Clerk of the Village is authorized and directed to send the following to the Executive Director of the Northwest Municipal Conference: (1) two certified copies of this Ordinance, (2) two ccrtifi- cater of publication of this Ordinance evidencing publication of this Ordinance in pamphlet form, and (3) two certified copies of the minutes of the meeting at which this Ordinance was adopted, showing the adoption of this Ordinance. The President, Clerk and other employees of the Village are authorized and directed to take what- ever additional steps are necessary for the Village to enter into the Agency Agree- ment and the Interim Agreement and to be a member of the Agency. SECTION SEVEN: Effectiveness. Upon passage and approval, this Ordinance shall be in full force and effect ten days after publication as required by law. S• � SECTION FOUR: Approval Execution of Interim Agreement. The President and Board of Trustees approves the form of the Interim Agreement presented to it at this meeting. The President and Village Clerk are authorized to execute the Interim Agreement, in substantially the form attached to this Ordinance as Exhibit 2 and made a part of this Ordinance; provided that the Interim Agreement as executed by the Village shall provide that the Village shall not pay more than 4-39% of the principal of and interest on the Notes (and shall pay additional amounts pursuant to the step up provisions of Section 4.3 of the Interim Agreement). SECTION FIVE: Appropriations. This ordinance shall constitute an ap- propriation of the funds necessary to meet the Village's obligations to make pay- ments of its proportionate share of principal of and interest on the Notes under the Interim Agreement. SECTION SIX: Officers' Powers. The Clerk of the Village is authorized and directed to send the following to the Executive Director of the Northwest Municipal Conference: (1) two certified copies of this Ordinance, (2) two ccrtifi- cater of publication of this Ordinance evidencing publication of this Ordinance in pamphlet form, and (3) two certified copies of the minutes of the meeting at which this Ordinance was adopted, showing the adoption of this Ordinance. The President, Clerk and other employees of the Village are authorized and directed to take what- ever additional steps are necessary for the Village to enter into the Agency Agree- ment and the Interim Agreement and to be a member of the Agency. SECTION SEVEN: Effectiveness. Upon passage and approval, this Ordinance shall be in full force and effect ten days after publication as required by law. t Passed and Anoroved by the Village of Buffalo Grove this 7 day of March 1988. Ayes: 5 — Glover, Marienthal, Reid, Kowalski, Shields Nays: 0 None Absent: 1 — Shifrin President Attest: Published in pamphlet form by direction of the President and Board of Trustees on March 8 , 1988. -7- �3 EXHIBIT A 1 t AN AGREEMENT ESTABLISHING THE SOLID WASTE AGENCY OF NORTHERN COOK COUNTY AS A MUNICIPAL JOINT ACTION AGENCY THIS AGREEMENT is entered into by and among the municipalities and counties which under ordinances duly adopted by their respect'ive'corporate authorities have executed this Agreement pursuant to its terms, and is dated as of March 7 1988. WITNESSETH: WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois authorizes units of local government to contract and associate among themselves to obtain or 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 units of local government may use their credit, revenues, and other resources to pay costs and to service debt related to inter- governmental activities; and WHEREAS, the Intergovernmental Cooperation Act, as amended (Ill. Rev. Stat., ch. 127, 11741 et seq.), also authorizes units of local government to exercise and enjoy jointly their powers, privileges or authority and to enter into intergovern- mental agreements for that purpose; and 02/18/88/000G2457 rt WHEREAS, Section 3.2 of the Intergovernmental Cooperation Act, as amended, authorizes any two or more municipalities and counties as units of local government to establish by an intergovernmental agreement a municipal joint action agency as a municipal corporation and public body politic and corporate in order to provide for efficient and Qi environmentally sound collection, transportation, processing, storage and disposal of municipal waste; and WHEREAS, the parties to this Agreement have determined that they need to join together to create a joint action agency by intergovernmental agreement to provide an efficient and environmentally sound waste system, including Waste Projects, for the use and benefit of the Members; and WHEREAS, the Agency, when formed, may enter into Project Use Agreements with Members and Customers providing for the Agency to develop and operate a Waste Project or Projects, providing for the rights of Members and Customers to use of the Waste Project, assessing charges for such use or providing for payment of amounts without regard to use of the Project, and establishing conditions with respect to use of the Waste Project, including, but not limited to, conditions requiring a Member to make exclusive use of the Waste Project for all or a specified portion of'the Municipal Waste within its jurisdiction, all as may be agreed to by the Member or Customer and the Agency in a Project Use Agreement; and WHEREAS, it is necessary for purposes of economy and environmental safety that the parties forma municipal joint 02/18/88/000G2457 _2_ y ,\ gi Y I l o action agency to exercise the powers and duties conferred by law for their benefit; and WHEREAS, the parties to this Agreement have approved this Agreement by ordinance duly adopted by their respective corporate authorities; NOW, THEREFORE, the parties agree as follows: 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. 1.1 The word "Act" shall mean the Intergovernmental Cooperation Act (Ill. Rev. Stat., ch. 127, 11741 et . seq.), as it has been and as it may be amended from time to time. 1.2 The phrase "Additional Member" shall mean any municipality or county which becomes a Member of the Agency pursuant to paragraph 5.3 of this Agreement. An Original Member which withdraws from the Agency pursuant to this Agreement may become an Additional Member of the Agency in the manner provided in Section 5.3. 1.3 The word "Agency" shall mean the Solid Waste Agency of Northern Cook County established by this Agreement. 1.4 The phrase "Board of Directors" shall mean the Board of Directors of the Agency. 02/18/88/000G2457 -3- f L 1.5 The word "Bonds" shall mean any bonds, notes or other evidences of indebtedness of the Agency. 1.6 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. 1.7 The word "Customer" shall mean any person, corporation, unit of government or other entity which is not a Member but which has entered into a Project Use Agreement with - respect to a Waste Project. 1.8 The phrase "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Agency. 1.9 The word "Member" shall mean any county or municipality which is an Original Member or which becomes an Additional Member of the Agency pursuant to the terms of this Agreement. 1.10 The phrase "Municipal Waste" means garbage, general household and commercial waste, landscape waste and construction or demolition debris or such other definition as the Board of Directors may lawfully determine. 1.11 The phrase "Original Member" shall mean a municipality which becomes an Original Member of the Agency as provided for in paragraph 5.2. 02/18/88/000G2457 -4- 1.12 The phrase "Project Use Agreement" shall mean the interim or long term contract or contracts between the Agency and a Member or Customer establishing the rights and obligations of the parties with respect to development and use of a Waste Project and assessing charges for such use or providing for payment of amounts by the Member or Customer without regard to use of the Project, as amended and supplemented from time to time. 1.13 The.phrase "Waste Project" means land, any rights therein and improvements thereto, one or more buildings, structures or other improvements, machinery, equipment, vehicles and other facilities incidental to the foregoing, owned, operated or used by the Agency for the collection, transportation, transfer, storage, dis- posal, processing, treatment, recovery and re -use of Municipal Waste. A Waste Project shall include land held for a planned Waste Project or used to buffer a Waste Project from adjacent land uses. Section 2. Establishment. A municipal joint action agency is hereby established by this intergovernmental agreement among the Members. The Agency shall be a municipal corporation and a public body politic and. corporate and not a joint venture or partnership among the Members. The corporate name of the Agency so established is the Solid Waste Agency of Northern Cook County. 02/18/88/000G2457 -5- f 4 1 Section 3. Purpose. The Agency is established for the purpose of efficient and environmentally sound collection, transportation, transfer, processing, treatment, storage, disposal, recovery and re -use of Municipal Waste, all as provided in the Act and-this Agreement. Section 4. Duration. The Agency shall have perpetual duration unless dissolved and terminated as provided in Section 6 of this Agreement. Section 5. Membership. 5.1 The Members of the Agency shall be any municipality or county which becomes an Original Member as provided in paragraph 5.2 or an Additional Member as provided in paragraph 5.3. However, any Original Members or Additional Members which shall have withdrawn from the Agency pursuant to this Agreement shall no longer be Members. 5.2 Any Illinois municipality which is listed on Exhibit One which is attached to and made a part of this Agreement may become an Original Member of the Agency upon execution of this Agreement no later than the Effective Date of this Agreement.' Execution of this Agreement by an Original Member shall be authorized by ordinance adopted by the corporate authorities of the Member. 02/18/88/000G2457 5.3 (a) Any Illinois municipality which is listed on Exhibit One which is attached to and made a part of this Agreement and which is not an Original Member may become an Additional Member of the Agency, provided (1) the corporate authorities of the municipality have adopted an ordinance authorizing execution of this Agreement; (2) a majority of the then Directors of the Agency has adopted an ordinance consenting to the Additional Member; (3) the corporate authorities of a majority of the then Members have adopted an ordinance consenting to the Additional Member; (4) the Additional Member has accepted any conditions imposed by the Agency under subparagraph (c); and (5) the Additional Member has paid to the Agency an initial contribution. The initial contribution shall be determined at the time the corporate authorities of the Additional Member authorize by ordinance execution of this Agreement. The initial contribution shall equal the population of the municipality as determined by the later of the 1980 census or the most recent special census published by the United States Bureau of the Census and certified by the Member multiplied by (i) Fifty (50) cents, if the time of determination is from the Effective Date of this Agreement through May 14, 1988, (ii) One ($1) Dollar if the time of determination is from May 15, 1988 through 02/18/88/OOOG2457 -7- June 14, 1988; (iii) Five ($5) Dollars, if the time of determination is from June 15, 1988 through September 30, 1988; (iv) Ten ($10) Dollars, if the time of determination is from October 1, 1988 through March 30, 1989; and (v) Fifteen ($15) Dollars, if the time of determination is after April 1, 1989. No municipality is eligible for membership under this subparagraph (a) after October 1, 198.9 (b) Any Illinois county or municipality which is not eligible for membership under paragraphs 5.2 or 5.3(a) or which was eligible but did not become or remain a Member under paragraphs 5.2 or 5.3(a) may become an Additional Member, provided (1) the corporate authorities of the county or muncipality have adopted an ordinance authorizing execution of this Agreement and such other agreements as may be required by the Agency; (2) a majority of the then Directors of the Agency has adopted an ordinance consenting to such Additional Member; (3) the corporate authorities of a majority of the then Members have adopted an ordinance consenting to such Additional Member; (4) the Additional Member has accepted any conditions imposed by the Agency under subparagraph (c); and (5) the Additional Member has paid to the Agency an initial contribution. The initial contribution shall be determined at the time the 02/18/88/OOOG2457 WE 1 corporate authorities of the Additional Member authorize by ordinance execution of this Agreement. The initial contribution shall equal the population of the municipality or the unincorporated area of the county as determined by the later of the most recent federal decennial census or.a special census published by the United States Bureau of the Census and certified by the Member multiplied by (i) Five ($5) Dollars, if the time of determination is from the Effective Date of this Agreement through September 30, 1988; (ii) Ten ($10) Dollars, if the time of determination is from October 1, 1988 through March 30, 1989; and (iii) Fifteen ($15) Dollars, if the time of determination is after April 1, 1989. (c) The Board of Directors of the Agency may at any time refuse to admit Additional Members under subparagraph 5.3(b). The Board of Directors may establish conditions with respect to any muncipality or county becoming an Additional Member under subparagraphs 5.3(a) or (b). These conditions may be in addition to the initial contribution required under paragraph 5.3 and may include, without limitation, the making of a capital contribution to the Agency, reimbursements to Members for costs incurred in organization and start -up of the Agency and any Waste Project, the payment of 02/18/88/OOOG2457 cm differential rates, fees or charges with respect to the Agency or use of a Waste Project, and the assumption of all or a portion of contracts, debts and obligations of the Agency, or of Members with respect to the Agency. 5.4 Promptly upon any county or municipality becoming an Additional Member, that fact shall be certified by the Secretary of the Agency to the Illinois Secretary of State. Section 6. Withdrawal, Termination and Dissolution. 6.1 Any Member may withdraw as a Member of the Agency without the consent of the Board of Directors, provided that the withdrawing Member shall remain obligated (i) as provided in paragraph 9.4, (ii) under the terms and conditions of any outstanding Project Use Agreement to which the withdrawing Member is a party and (iii) for any liabilities imposed by law. No Member may withdraw from the Agency while and so long as any Bonds of the Agency are outstanding, except as permitted by the resolution or resolutions authorizing the issuance of such Bonds. No Member may withdraw while and so long as any Bonds are outstanding, if such withdrawal would reduce the number of Members to less then three. 6.2 Any Member may withdraw pursuant to paragraph 6.1 of this Section only upon filing with the Secretary of the Agency no less than 180 days before the intended 02/18/88/000G2457 -10- S n effective date of withdrawal a certified copy of an ordinance of the Member determining so to withdraw. 6.3 The Agency shall be dissolved and terminated (i) upon the withdrawal of one or more Members so as to reduce the number of Members to less than three, or (ii) upon the filing with the Secretary of the Agency of certified copies of ordinances of three - fifths (3/5) of the Members determining to dissolve and terminate the Agency. 6.4 Notwithstanding the provisions of paragraph 6.3, as long as any Bonds of the Agency are outstanding and unpaid, the Agency shall not dissolve and terminate. 6.5 Promptly upon any Member withdrawing from the Agency, or upon action having been taken to dissolve and terminate the Agency, that fact shall be certified by the Secretary of the Agency to the Illinois Secretary of State. Section 7. Powers. 7.1 In addition to any powers, and subject to any limitations, set forth elsewhere in the Agreement, the Agency shall have the following powers: (a) To sue or be sued; (b) To apply for and accept gifts, grants or loans of funds, property or financial or other aid from any public agency or private entity; 02/18/88/000G2457 -11- � � f (c) To invest available funds as provided by law; (d) To plan, finance, construct, reconstruct, acquire, own, lease as lessor or lessee, equip, extend, improve, manage, operate, maintain, repair and close any Waste Project -and to take any and all action necessary or incidental thereto; (e) To acquire, hold, sell, lease as lessor or lessee, lend, transfer or dispose of real or personal property, including intangible property, or interests therein; as it deems appropriate in the exercise of its powers, and to provide for the use thereof by any Member upon such terms and conditions and with such fees or charges as it shall determine, and to mortgage, pledge or otherwise grant security interests in any such property; (f) To make and execute all contracts and other instruments necessary or convenient to the exercise of its powers, including Project Use Agreements with Members or with Customers; (g) To adopt, amend and repeal ordinances, resolutions, rules and regulations with respect to its powers and functions and not inconsistent with Section 3.2 of the Act or this Agreement, including with respect to use of a Waste Project; (h) To provide for the insurance, including self - insurance, of any property or operations of the Agency 02/18/88/00OG2457 -12- Q or of its Members, directors, officers and employees, against any risk or hazard, and to indemnify its Members, directors, officers and employees against any risk or hazard; (i) To appoint, retain and employ officers, agents, independent contractors and employees to carry out its powers and functions hereunder and to fix their compensation and terms and conditions of employment; (j) To make and execute any contract relating to a Waste Project with the federal or a state government or any agency thereof, with a Member or any unit of local government or with any person including, but not limited to, contracts which require: (1) The contracting party pay the Agency a fixed amount for the collection, transportation, transfer, processing, storage, treatment, disposal, recovery and re- use --of a stated amount of Municipal Waste (whether or not the stated amount of waste is collected, transported, transferred, processed, stored, treated,-disposed of, recovered or re- used), or pay all or a portion of the capital and operating expenses of a Waste Project; (2) The contracting party make exclusive use of a Waste Project for collecting, transporting, 02/18/88/000G2457 -13- transferring, processing, storing, treating, disposing, recovering, or re -using all or any portion of Municipal Waste over which the party has control; (3) The abandonment, restriction, or prohibition on completion or construction of competing waste projects by the contracting party; (4) Specific provisions with respect to the collection, transportation, transfer, processing, storage, treatment, disposal, recovery and re -use of Municipal Waste; (5) Payment of fees and charges with respect to a Waste Project; (k) To enter into contracts which provide for compensation to areas affected by an Agency Waste Project; (1) To enter into contracts with the community in which an Agency Waste Project is located controlling location, use, operation, maintenance and closing of a Waste Project; (m) To create and fund reserves for the purpose of planning, constructing, reconstructing, financing, acquiring, owning, managing, insuring, leasing, equipping, extending, improving, operating, maintaining, repairing, and closing Waste Projects; 02/18/88/000G2457 -14- (n) To create, develop and implement plans for closing and re-use 'of sites on which Waste Projects are located, which plans may provide for various uses, including but not limited to, residential, recreational, commercial, office, institutional, public and industrial uses; (o) To prepare, submit and administer plans, and to participate in intergovernmental agreements, pursuant to the Local Solid Waste Disposal Act; (p) To establish rates, fees and charges for the use of a Waste Project; (g) To borrow money and, in evidence of its obligation to repay the borrowing, to issue its Bonds for,any of its corporate purposes, all as provided.in the Act; and, for the purpose of securing and paying any Bonds, to pledge, assign or provide for a lien or security interest on (1) any or all revenues derived from the operation of a Waste Project, and investment earnings thereon; (2) proceeds of any of its Bonds and investment earnings thereon; (3) receipts of the Agency under any Project Use Agreements or any other contracts with-any Member or Customer which provide that such receipts may be used for that purpose, and investment earnings on any such receipts; (4) amounts received from a bank, savings and loan association or other financial 02/18/88/000G2457 -15- institution under a contract or other agreement to lend money or purchase obligations; (5) proceeds of any insurance policy or other contract of insurance; (6) awards from any condemnation or other eminent domain proceeding; (7) proceeds from the sale,, lease or other disposition of any property; (8) any funds or accounts securing payment of Bonds, as established by the resolution authorizing the Bonds; and (9) any other amounts which by law may be applied to such obligations, all as and to the extent as provided by law and the resolution authorizing the issuance of the Bonds; (r) To exercise any or all powers specifically granted to municipal joint action agencies by law; (s) To exercise all other powers incident to the purposes and objectives of the Agency which may be provided for by law; (t) To exercise any power with respect to the Municipal Waste of any Member or any Member's Municipal Waste system that may be delegated to it by that Member pursuant to law. 7.2 The Agency shall have no taxing power. 7.3 Any Member may, for the purposes of, and upon request by, the Agency, exercise the power of eminent domain available to it, convey property so acquired to the Agency for the cost of the acquisition, and be 02/18/88/000G2457 -16- r reimbursed for all expenses related to this exercise of eminent domain power on behalf of the Agency. Section 8. Governance. 8.1 The Agency shall be governed and administered as provided in this Section and in the By -Laws, adopted pursuant to, and subject to the limitations of, this Agreement. 8.2 The governing body of the Agency shall be the Board of Directors. There shall be one Director for each Member, who shall be appointed by vote of the corporate authorities of the Member and who at the time of appointment shall be the (i) Mayor or President of a Member (if such Member is a municipality) or the President or Chairman of a Member (if such Member is a County), (ii) another elected member of the corporate authorities of the Member or (iii) the chief administrative officer of the Member. 'The term of each initial Director shall begin when he or she is appointed and shall continue until April 30, 1991 and until his or her successor is appointed. Thereafter, all Directors shall be appointed -for two -year terms expiring on April 30 of odd numbered years. Except as provided in paragraph 8.4, a person serving as a Director shall serve until his or her term expires, and thereafter until his or her respective successor is appointed. 02/18/88/000G2457 -17- Each Director shall have one vote on the Board of Directors. 8.3 Any Member may appoint one or more persons to serve as the Alternate Director. Any such appointee shall meet the qualifications for office as a Director established in paragraph 8.2. The Alternate Director may attend any meeting of the Board of Directors and may vote as the Director in the absence of the Director from that Member or if there is a vacancy in the position of Director from that Member. The term of an Alternate Director shall be the same as the term of the Director from the appointing Member. Except as provided in paragraph 8.4, a person serving as Alternate Director shall serve until his or her term expires and thereafter until the successor is appointed. 8.4 All appointments of Directors and Alternate Directors shall be by ordinance or resolution of the corporate authorities of the appointing Member, a certif.ed copy of which shall be filed with the Secretary of the Agency. Should any Director or Alternate Director-cease to serve as the President, Mayor, Chairman, elected member of the corporate authorities or chief administrative officer of the appointing member, that person shall simultaneously cease to serve as Director or Alternate Director of the 02/18/88/000G2457 -18- Agency and the position shall be vacant. Any vacancy in the office of Director or Alternate Director shall be filled by appointment by the Member with respect to which the vacancy exists. Directors and Alternate Directors shall receive no compensation for their service in-this capacity but may be reimbursed by the Agency for reasonable and necessary expenses incurred in performance of their duties. 8.5 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 elect other persons, who need not be Directors, to the positions of Secretary and Treasurer and may elect other persons, who need not be Directors, to such other offices as the Board shall determine. The duties, terms of office, and manner of selection of the officers shall be prescribed in the By -Laws. The Board of Directors may provide that any officer of the Agency who is not a Director may be compensated for service in such capacity. 8.5 The Board of Directors shall determine the general policy of the Agency, shall approve the annual 02/18/88/000G2457 -19- budget, shall make all appropriations (which may include appropriations made at any time in addition to those made in any annual appropriation document), shall determine the admission of additional Members, shall approve all Project Use Agreements, shall impose any charge on Members not provided for in a Project Use Agreement, shall adopt any ordinances or resolutions providing for the issuance of Bonds of the Agency, shall adopt the By -Laws, rules and regulations of the Agency, and shall exercise such powers of the Agency and perform such duties as may be prescribed in the Act, this Agreement or the By -Laws. 8.7 Except as a greater majority is otherwise provided in this Agreement or the By -Laws, actions required by law or by this Agreement to be taken by the Board of Directors shall be taken by an affirmative vote of a majority of the then Directors. 8.8 Upon the written request of any Director, any matter with respect to the Agency shall be placed on the agenda of the Board of Directors. 8.9 There is established an Executive Committee of the Agency. The Executive Committee shall consist of 7 Directors if the Agency has fewer than 24 Members and 9 Directors if the Agency has 24 or more Members. In the event there are more than thirty Members, the Board bf 02/18/68/000G2457 -20- a Directors may select additional Directors to serve on the Executive Committee. The Executive Committee shall be selected by vote of the Board of Directors of the Agency. The persons appointed to the Executive Committee shall include two persons who are Directors from Members having a. population of more than 50,000 persons, provided that there are two Members having such population. Population shall be, determined on the basis of the later of 1980 census or the most recent special census published by the United States Bureau of the Census and certified by the Member. The population qualification for service on the Executive Committee shall terminate on April 30, 1991. The terms of office of members of the Executive Committee shall be established in the By -laws. With the consent of the Member, a specified Alternate Director for that Member may be elected to the Executive Committee on behalf of that Member. The Executive Committee, by an affirmative vote of a majority of the then Committee members, may take any action with respect to the Agency which the Board of Directors is authorized to take, except the Board of Directors shall have the sole authority to approve the annual budget, to make all appropriations, to adopt any ordinances or resolutions providing for the 02/18/88/000G2457 -21 4 .. . issuance of Bonds, to adopt rules, regulations and By- laws of the Agency, to admit additional Members, to approve all Project Use Agreements, to.impose any charge on Members not provided for in a Project Use Agreement and to take such other action as may be reserved to it in the rules, regulations, By -laws or Ordinances of the Agency. Members of the Executive Committee shall not be compensated for their service in such capacity, but may be reimbursed for reasonable and necessary expenses incurred in performance of their duties. Section'9. Rights and Responsibilities of Members. 9.1 The Board of Directors shall determine the costs to be paid by the respective Members as provided in this paragraph: (a) With respect to capital costs of planning, acquiring, financing, constructing and equipping a Waste Project (or improvements or extensions to a Waste Project), the Agency may itself finance these costs from borrowed money or retained amounts and it may enter into Project Use Agreements providing for the other party to the Project Use Agreement to make capital contributions and payments to the Agency (at the times specified by the Board of Directors and in proportionate shares as provided in the Project Use Agreement). 02/18/88/OOOG2457 -22- No Project Use Agreement with a Member shall be executed by the Agency except upon authorization by an ordinance approved by an affirmative vote of 3/4 of the then Directors. (b) With respect to annual costs of operation and maintenance of the Agency, the Board of Directors shall establish cost - sharing charges for Members based upon usage of the Waste Projects in amounts sufficient to provide the funds required by the annual budget to the extent that such costs are not anticipated to be paid from other revenues of the Agency. Such costs shall be provided for in the Project Use Agreement between the Agency and a Member. Notwithstanding the foregoing, by an affirmative vote of 3/4 of the then Directors, the Board of Directors may establish from time to time charges with respect to Members for the Agency's annual costs of operation and maintenance which may be payable regardless of actual or estimated use of Waste Projects. (c) Members shall appropriate their funds to pay their share of the costs of the Agency and to service their obligations related to the Agency. Members may use their credit, revenues and other resources, including the power to borrow money, to 02/18/88/000G2457 -23- incur debt and to issue and sell bonds, if necessary, to pay such costs and service such obligations as they individually determine, unless otherwise provided for in a Project Use Agreement. 9.2(a) The Board of Directors may suspend the membership on the Board,of Directors and the Executive Committee of any Member whose capital contributions and payments or charges for operation and maintenance due to the Agency, as determined by the Board of Directors as provided in this Agreement, have not been paid in full within sixty days after demand by the Agency. A Member under suspension shall have no power to make or second motions or to vote either as a Member or through its Director or Alternate Director, nor shall it be counted for the purposes of the establishment of a quorum or the determination of the vote needed to pass or approve any matter coming before the Agency, the Board of Directors or the Executive Committee. A Member under suspension shall continue during its suspension to be responsible for its share of any unpaid contracts, debts and obligations incurred by the Agency. Upon payment of all amounts due the Agency under this Agreement, including those accrued during the suspension, a Member under suspension shall be reinstated to 02/18/88/000G2457 :WXIC s membership on the Board of Directors and the Executive Committee. (b) The Agency may refuse access to a Waste Project to any Member whose contributions, payments and charges under this Agreement or'any Project Use Agreement 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 Board of Directors. 9.3 The Agency shall not be liable for any liability or, obligation incurred by any Member except as agreed by the Board of Directors or except pursuant to paragraph 7.3. 9.4 Any withdrawing Member shall remain liable with respect to any contracts, debts and obligations incurred by the Member with respect to the Agency prior to the date of withdrawal, including any-costs imposed on it as provided in paragraph 9.1. Further, a withdrawing Member shall pay to the Agency in full at the time of withdrawal from the Agency an amount determined by the Agency to be sufficient to pay any and all additional direct costs occasioned to the Agency by reason of a Member's withdrawal. Payment by a withdrawing Member to the Agency of all amounts due upon withdrawal shall be a condition precedent to withdrawal. 02./18/88/000G2457 -25- 9.5 If withdrawal of one or more Member results in dissolution and termination of the Agency as required by Section 6, then the withdrawing Member.shall participate in the dissolution of the Agency as set forth in w paragraph 9.6. 9.6 Upon the termination and dissolution of the Agency: (a) All liabilities and obligations of the Agency shall be paid, satisfied and discharged, or adequate provision made therefor; (b) The assets of the Agency remaining after dissolution shall be distributed among the Members who had participated in the Agency within one year prior to such dissolution and termination as shall be determined by the Board of Directors, except as may be provided with respect to a Waste Project in a Project Use Agreement, after any setoff with respect to the provision for payment of that Member's shares of its contracts, debts and obligations to the Agency. Section 10. By- Laws. The Board of Directors shall adopt By -Laws for the Agency which shall, among other matters, set forth provisions for the holding, notice, call and conduct of meetings of the Board of Directors and the Executive Committee, the adoption of annual- 02/18/88/000G2457 -26- budgets and appropriations, and the entering into of contracts and purchases by'the Agency. The By -Laws may be adopted or amended only upon the affirmative vote of not less than 3/4 of the then Directors. The By -Laws may provide additional requirements and procedures with respect to amendment of the By- Laws. Section 11. Amendment. This Agreement may be amended by written agreement of all Members, authorized by ordinances adopted by corporate authorities, certified copies of which with the Secretary of "the Agency. Promptly upon amendment to this Agreement, the Secretary of the cause a copy of the amendment to be filed in the Illinois Secretary of State. Section 12. Enforcement. their respective shall be filed there being any Agency shall office of the The Agency shall have the right to enforce this Agreement, the By -Laws, a Project Use Agreement or any other agreement among or between the Agency and any one or more Members against any Member and to compel payment of contributions and charges as provided in this Agreement, the By -Laws, a Project Use Agreement or any other agreements. If suit is necessary to compel enforcement of provisions of this Agreement, the By -Laws, a Project Use Agreement or any other such agreement or to compel payment of contributions and charges of the Agency and the Agency prevails, the defaulting Member shall pay the Agency's reasonable 02/18/88/000G2457 -27- legal fees and costs pertaining to the suit, in such amount as determined by the court. Section 13. Effective Date. This Agreement shall become effective upon execution at Closing (the "Effective Date "). Closing shall occur (i) on the later of April 15, 1988 or the date ten (10) days after ten Members have adopted and published ordinances authorizing execution of this Agreement or (ii) on such later date as the Original Members shall determine. Section 14. Filing with Secretary of State. Promptly upon this Agreement becoming effective, a copy of this Agreement shall be filed with the Illinois Secretary of State. Section 15. Organization of the Agency. Within thirty days after execution of this Agreement by a Member it shall make its appointments to the Board of Directors. Within sixty days of the effective date of this Agreement the Board of Directors shall meet and as soon as may be practicable shall elect the Executive Committee and officers of the Agency and adopt such By -laws as may be appropriate. Section 16. Non- Waiver. Nothing in this Agreement shall be construed as a waiver of any power granted by law to a Member with respect to the location and operation of a Waste Project of the Agency within the corporate limits of the Member. 02/18/88/OOOG2457 -28- a 1l: Section 17. Severability. If any provision of this Agreement shall be held .illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect other provisions of this Agreement which can be given effect without the illegal, invalid or unenforceable provision and to this end, the provisions of this Agreement are severable. IN WITNESS WHEREOF the signatories to this Agreement have caused it to be executed by their duly authorized officers on the dates specified below. This Agreement may be executed in counterparts. 02/18/88/OOOG2457 -29- VILLAGE OF BUFFALO GROVE By: Its: ATTEST: By: [SEAL] Village Clerk .iir,l •,.r.y „ i Exhibit One Eligible Municipalities under A ency Agreement paragraphs 5.2 and 5.3(a) Arlington Heights Barrington Buffalo Grove Des Plaines Elk Grove Village Evanston Glencoe Glenview Hanover Park Highland Park Hoffman Estates Inverness Kenilworth Lake Forest Lincolnwood Morton Grove Mount Prospect Niles Northbrook Northfield Palatine Park Ridge Prospect Heights Rolling Meadows Roselle Schaumburg Skokie South Barrington -- Streamwood Wheeling Wilmette Winnetka Note: Continued inclusion on Exhibit One is conditioned upon 1) the municipality obligating itself by March 15, 1988 to pay its per capita share, but not to exceed $1.00 per capita, of $700,000 in costs expected to be incurred with respect to the Waste Project by NWMC, and 2) adoption and publication of an ordinance by the Member by April 15, 1988 authorizing execution of this Agreement. Closing is anticipated to occur on April 25 at NWMC offices. 02/18/88/OOOG2457 EXHIBIT B SOLID WASTE AGENCY1OF NORTHERN COOK COUNTY INTERIM PROJECT USE AGREEMENT THIS INTERIM PROJECT USE AGREEMENT (the "Interim Agree- ment ") is entered into by and between the SOLID WASTE AGENCY OF NORTHERN COOK COUNTY (the "Agency ") and the Village of Buffalo Grove (.The "Member") as of March 7 ARTICLE I RECITALS , 1988. Section 1.1. Article VII, Section 10 of the 1970 Con- stitution of the State of Illinois and the Intergovernmental Cooperation Act, as amended (Ill. Rev. Stat., ch. 127, 1 741 et seq.) authorize "units of local government" to contract and asso- ciate among themselves to obtain or share services and to exer- cise, combine, or transfer any power or function in any manner not prohibited by law or ordinance. Section 1.2. Section 3.2 of the Intergovernmental Cooperation Act, as amended, authorizes any two or more municipal- ities and counties as units of local government to establish by an intergovernmental agreement a municipal joint action agency as a municipal corporation and public body politic and corporate in order to provide for an efficient and environmentally sound munic- ipal waste system. Section 1.3. Pursuant to this authority, the units of local government of [NAMES OF ORIGINAL MEMBERS] (the "Original Members ") have entered into an Agreement Establishing the Solid Waste Agency of Northern Cook County as a Municipal Joint Action Home Rule G 0 Pledge Agency, dated as of March 7 , 1988 (the "Agency Agreement "), 1 and have formed the SOLID WASTE AGENCY OF NORTHERN COOK COUNTY in order to establish a waste system to provide for efficient and environmentally sound collection, transportation, processing, storage and disposal of municipal waste (the 11System "). Section 1.4. On behalf of its Original Members and any additional members (the "Additional Members" and, together with the Original Members, the "Members "), the Agency intends to ac- quire, construct, equip and improve a waste project consisting of [DESCRIPTION OF PROJECT] (the "Project "). Toward such end, the Agency intends to contract for the preparation of detailed design and engineering plans for the Project, to acquire a site or sites for the Project and options to acquire a site or sites for the Project, to obtain all necessary zoning and land use permits, to prepare and file applications for other necessary governmental permits, to,acquire equipment for the Project, to commence con- struction of the Project, and to do all other things necessary and desirable to prepare for and to undertake the acquisition, con - struction, equipping and improvement of the Project (collectively, the "Interim Project "). Costs of the Interim Project, including without limitation engineering and design fees and expenses, costs of acquiring a site or sites and options to acquire a site or sites for the Project, costs of equipment for the Project, costs of construction of the Project, expenses of the Agency and its staff, professional fees and expenses in connection with the Project, financial, legal, administrative and other expenses of the authorization, issuance, sale and delivery of the Series 1988 -2- Notes described below, reimbursement to Members for costs of the Interim Project previously incurred in anticipation of the issu- ance of the Series 1988 Notes, capitalized interest on the Series 1988 Notes for the period from the date of issuance of the Series 1988 Notes until [May] 1, 1991, and appropriate reserves and contingencies, are estimated to be $[5,750,000.]. The Interim Project will be useful for the entire period of construction and operation of the Project, which is estimated to be 25 years. Section 1.5. In order to pay a portion of the costs of the Interim Project, the Agency now proposes to issue $[5,500,000] of its Contract Revenue and Bond Anticipation Notes, Series 1988 (the "Series 1988 Notes "). The terms of the Series 1988 Notes shall be as specified in the Resolution of the Agency authorizing the issuance of the Series 1988 Notes (the "Series 1988 Note Resolution "), a copy of which is attached in draft form, to be adopted by the Board of Directors of the Agency in substantially the form.attached with such modifications as the Board of Direc- tors of the Agency with the advice of counsel deems advisable. The Series 1988 Note Resolution provides that the Agency may issue additional contract revenue and bond anticipation notes (the "Additional Notes ") from time to time in one or more series in an aggregate principal amount -up to $2,000,000 for the purposes, under the conditions and subject to the limitations contained in the Series 1988 Note Resolution. (The Series 1988 Notes and the Additional Notes are referred to collectively as the "Notes. ") Section 1.6. Both principal of and interest on the Notes are to be payable solely from (a) proceeds of refunding -3- bonds or notes of the Agency which may be used for that purpose; (b) receipts of the Agency from the Members under Interim Project Use Agreements between the Agency and such Members and receipts of the Agency from customers of the System that are not Members (the "Customers ") under similar agreements between the Agency and such Customers; (c) any amounts on hand at any time in the Project Account and the Principal and Interest Accounts to be established by the Series 1988 Note Resolution;'(d) interest or other invest- ment earnings of the Agency on the amounts in such accounts; (e) any and all revenues of the Agency from the operation of the System in excess of the expenses of maintenance and operation of the System; and (f) funds from any sale, lease, condemnation award, or other disposition of the Interim Project or the Project. The Series 1988 Notes do not and the Additional Notes will not constitute an indebtedness of the Agency or of any Member or Customer within the meaning of any constitutional or statutory limitation. Section 1.7. The Member, by adopting this Interim Agreement, and the other Members, by adopting similar interim agreements, agree that they will be severally (and not jointly) liable for their respective shares of the principal of and inter- est on the Notes not paid from other funds of the Agency as set forth in Exhibit'A, as the respective shares set forth in Exhibit A for the Members may be reduced pursuant to Section 4.2 or in- creased pursuant'to Section 4.4 (with respect to each Member, the "Member Share "). The Member and the other Members agree that the r2c allocation of liability set forth in Exhibit A, which is based upon the respective populations of the Members, is reasonable. Section 1.8. It is necessary and in the best interests of the Member and the Agency for each of them to enter into this Interim Agreement in order for (a) the Member to participate in and make use of the System'as a means of processing, storing and disposing of its municipal waste, and (b) the Agency to issue the Notes to finance the Interim Project and, in that connection, to secure the payment of principal of and interest on the Notes. It is necessary and in the best interest of the Member, if principal of and interest on the Notes are not paid-from other funds of the Agency, to pay its share of the principal of and interest on the Notes coming due from time to time as provided in this Interim Agreement. Section 1.9. Each Original Member intends to enter into an Interim Project Use Agreement similar to this Interim Agreement and to pay its respective share of the costs of the Interim Proj- ect as provided in this Interim Agreement. The obligation of the Member to pay its respective share is separate from the obliga- tions of all other Members and shall not in any respect be dimin- ished or, except as otherwise provided in Section 4.5 of this Interim Agreement, increased if any other Member or Members de- fault in their obligations under their respective Interim Project Use Agreements. Under Section 4.5, if one or more Members de- faults in its payment obligations under its Interim Project Use Agreement, each remaining Member is required to pay (in addition to its other payment obligations) its share of the defaulted -5- amount, such share to be determined by the proportion its popula- tion on Exhibit A bears to the population of all non- defaulting Members, provided that the total amount which the Member is so obligated to pay shall not exceed one -third of the amount of the Member's other payment obligations under this Interim Agreement. Section 1.10. The obligations of the Member under this Interim Agreement are general obligations of the Member to the payment of which its full faith and credit and its taxing power (unlimited as to rate or amount) are pledged. Such obligations are not subject to any constitutional, statutory or other limita- tion on debt. Section 1.11. The Member is obligated under this Inter- im Agreement to pay its respective share of the costs of the Interim Project without set -off or counterclaim, irrespective of whether the Interim Project, the Project or'the System is ever completed, made available or provided to the Member and notwith- standing any suspension, interruption, interference, reduction or curtailment of the Interim Project, the Projector the System. ARTICLE II THE INTERIM PROJECT Section 2.1. The Agency agrees to use its best efforts in connection with the Interim Project to (a) contract for the preparation of detailed design and engineering plans for the Project for the benefit of the Members, (b) acquire a site or sites for the Project and options to acquire a site or sites for the Project, (c) obtain all necessary zoning and land use permits, (d) prepare and file applications` for other necessary governmental permits, (e) acquire equipment for the Project, (f) commence construction of the Project, and (g) do all other things necessary and desirable to prepare for and to undertake the acquisition, construction, equipping and improvement of the Project. Costs of the Interim Project, including without limitation engineering and design fees and expenses, costs of acquiring a site or sites and options to acquire a site or sites for the Project, costs of equipment for the Project, costs of construction of the Project, expenses of the Agency and its staff, professional fees and ex- penses in connection with.the Project, financial, legal, adminis- trative and, other expenses of the authorization,'issuance, sale and delivery of the Series 1988 Notes, reimbursement to Members for costs of the Interim Project previously incurred in anticipa- tion of the issuance of the Series 1988 Notes, capitalized inter- est on the Series 1988 Notes for the period from the date of issuance of the Series 1988 Notes until [May] 1, 1991, and appro- priate reserves and contingencies, are estimated to be $[5,750,000]. Section 2.2. The Agency shall use its best efforts to (a) finance the Interim Project by issuing, selling and delivering the Series 1988 Notes and (b) finance, acquire, construct, equip and improve the Project, in order to establish the System for the Members. Section 2.3. Upon the acquisition, construction, equip- ping and improvement of the Project and the establishment of the System, the Agency shall make the capacity of the System available -7- ;r to the Members upon such termsiand conditions and at such rates, fees and charges as the Board of Directors of the Agency shall determine in accordance with the terms of the Agency Agreement and such further agreements as may be appropriate.. ARTICLE III THE SERIES 1988 NOTES Section 3.1. The Agency shall borrow the sum of $[5,500,000] for the Interim Project and shall issue the Series 1988 Notes in the principal amount of $[5,500,000] having such terms as shall be provided in the Series 1988 Note Resolution; provided that the Agency will not issue the Series 1988 Notes unless and until each Original Member has entered into an Interim Project Use Agreement-and has agreed to pay its proportionate share of the principal of and interest on the Notes when due. Section 3.2. Both principal of and interest on the Notes shall be payable solely from (a) proceeds of refunding bonds or notes of the Agency which may be used for that purpose; (b) receipts of the Agency from the Members and Customers under any Interim Project Use Agreements between the Agency and, respec- tively, such Members and Customers; (c) any amounts on hand at any time in the Project Account and the Principal and Interest Ac- counts to be established by the Series 1988 Note Resolution; (d) interest or other investment earnings of the Agency on the amounts in such accounts; (e) any and all revenues of the Agency from the operation of the System in excess of the expenses of maintenance and operation of the System; and (f) funds from any -8- p tk sale, lease, condemnation award, or other disposition of the Interim Project or the Project. Section 3.3. The Notes shall not constitute an indebt- edness of the Agency or the Member within the meaning of any constitutional or statutory limitation. Section 3.4. The Notes shall be secured by a pledge and assignment to a trustee for the holders of the Notes (the "Trust- ee") and a grant to the Trustee of a security interest in and lien on all the Agency's right, title and interest in and to its re- ceipts under each Interim Project Use Agreement between the Agency and each Member and Customer. ARTICLE IV OBLIGATIONS OF THE MEMBER Section 4.1. The Member, by adopting this Interim Agreement, and the other Members, by adopting similar Interim Project.Use Agreements, agree that they will be severally (and not jointly) liable for their Member Share of the principal of and interest on'the Notes not paid from other funds of the Agency. The Member agrees that the allocation of liability set forth in Exhibit A, which is based upon the respective populations of the Members, is reasonable. Section 4.2. In consideration-for (a) the agreements of the Agency with respect to the Interim Project, the Project and the System contained in Article II, and (b) the issuance by the Agency of the-Series 1988 Notes as provided in Article III; the Member shall pay to the Trustee a percentage of the principal of WC and interest on the Series 1988` Notes due on,[May] 1, 1991 equal to the Member Share. The Trustee shall notify the Member in writing on [March 15], 1990, of the amount, if any, of the Mem- ber's Member Share of principal of and interest on the Series 1988 Notes due on [May]. 1, 1991, after taking into account any other funds on deposit with the Trustee and available to make such payment. On or before [May] 1, 1990, on or before the first day of each of the succeeding ten months and on or before [April 25], 1991 (each such date constituting a "Payment Date ") until and unless the Series 1988 Notes are refunded in whole, the Member shall pay to the Trustee an amount equal to 1 /12th of the Member Share of the principal of and interest on the Series 1988 Notes due at their maturity on [May] 1, 1991 for the payment of which other funds are not on deposit with the Trustee and avail- able to make such payment. On the seventh business day prior to each Payment Date, the Trustee is required under the Series 1988 Note Ordinance to notify the Member of the amount, if any, of the payment due from the Member on the next succeeding Payment Date, taking into account any other funds on deposit with the Trustee and available on that date to pay principal of and interest on the Series 1988 Notes due at their maturity on [May] 1, 1991. If the Series 1988 Notes are refunded in whole subsequent to [May] 1, 1990, the Member's obligation to make payments to the Trustee shall cease [and all amounts previously paid by the Member to the Trustee under Sections 4.2, 4.4 and 4.5 shall be returned to the Member].- -10- 11 • �� Neither the giving'of any notice by the Trustee nor the receipt of any notice from the Trustee shall be a precondition to the obligation of the Member to make the payments to the Trustee required by this Section 4.2 or by Section 4.4 or Section 4.5. Section 4.3. The Member agrees that the Member Shares set forth in Exhibit A may be changed by the Board of Directors of the Agency at any time prior to the issuance of the Series 1988 Notes without the consent of the Member or the Trustee to reflect any Additional Members that have entered into Interim Project Use Agreements with respect to the Interim Project. All such revised allocations of liability shall be based upon and in proportion to 1 the respective populations of the Members. The Agency shall give written notice to each Member as provided in Section 10.2 of each Member's revised Member Share within seven business days of the approval of such revision by the Board of Directors of the Agen- cy. After the issuance of the Series 1988 Notes, (a) the Member Shares set forth in Exhibit A on the date of issuance of the Series 1988 Notes shall not change, and (b) the Board of Directors of the Agency shall admit municipalities or counties as Additional Members of the Agency and parties to Interim Project Use Agreements with respect to the Interim Project only upon the condition that each such Additional Member shall pay to the Trust- ee on each Payment Date an amount equal to 1 /12th of the Addition- al Member's proportionate share of the principal of and interest on the Series 1988 Notes due at their maturity on [May] 1, 1991, for the payment of which other moneys are not on deposit with the -11- 11 Trustee and available to make quch payment. The Additional Mem- ber's proportionate share shall be a fraction the numerator of which is the Additional Member's population and the denominator of which is the sum of the populations of the Additional Member and all other Members obligated under Interim Project Use Agree- ments. Section 4.4. Under the Series 1988 Note Resolution, the Agency may issue Additional Notes from time to time in one or more series in an aggregate principal amount up to $2,000,000 for the Purposes, under the conditions and subject to the limitations contained in the Series 1988 Note Resolution. If Additional Notes are issued by the Agency, the provisions of Section 4.2 requiring the Member to pay its Member Share by making regular equal monthly payments to the Trustee over a twelve month period prior to the date of maturity of the Series 1988 Notes shall also apply to the Additional Notes. Section 4.5. As provided by Section 3.2(e) of the Intergovernmental Cooperation Act, as amended, -if one or more of the Members defaults in its payment obligations under its Interim Project Use Agreement, each remaining Member shall be required to pay (in addition to its payment obligations under Sections 4.2 and 4.4 of its respective Interim Project Use Agreement) an amount equal to its share of the defaulted amount, such share to be determined by the proportion its population on Exhibit A -12- bears to the population of all non- defaulting Members. The total amount which the Member is obligated to _ g pay under this Section 4.5. shall not exceed one -third of the amounts the Member is obligated to pay under Sections 4.2 and 4.4. Payments to be made under this Section 4.5 in respect of a defaulting Member or Members are due upon notice from the Trustee whether or not such notice is given in connection with a scheduled Payment Date. .Section 4.6. Any increase in the amounts due to the Trustee under Sections 4.2, 4.4 or 4.5 shall be an immediate obligation of the Member. Section 4.7. The obligation of the Member to make payments under Sections 4.2, 4.4 and 4.5 of this Interim Agreement is a general obligation of the Member to the payment of which its full faith and credit and its taxing power (unlimited as to rate or amount) are pledged. Section 4.8. The Member acknowledges that this Interim Agreement will be assigned by the Agency and the Agency will-grant a lien upon and security interest in this Interim Agreement to a Trustee for the benefit of the owners of the Notes to be issued by the - Agency. Section 4.9. As provided in Section 3.2(e) of the Intergovernmental Cooperation Act, as amended, the Member is obligated under this Interim Agreement to-pay its - respective proportionate share of the costs of the Interim Project without set -off or counterclaim, irrespective of whether the Interim Proj- ect, the Project or the System is ever completed, made available or provided to the Member and notwithstanding any suspension, -13- interruption, interference, reduction or curtailment of the Inter- im Project, the Project or the System. Section 4.10. The Member may prepay its obligations under this Interim Agreement (other than its obligations under Section 4.5) in full by depositing with the Trustee, in accordance with the Series 1988 Note Resolution, an amount in cash which, when invested in "Government Obligations" as defined in the Series 1988 . Note Resolution and together with interest or other invest- ment earnings on it, is sufficient to pay, when due, the Member's Member Share of (a) principal of and interest due on the Series 1988 Notes at their maturity on [May] 1, 1991, and (b) principal of and interest on all Additional Notes when due. Section 4.110 The provisions of this Interim Agreement shall constitute a contract between the Member and the Agency for the benefit of the Trustee and the owners of the Notes. The Trustee may'proceed by civil action, mandamus or other proceeding to enforce and compel performance by the officials of the Member of all duties required by law and by this Interim Agreement. ARTICLE V MEMBER COVENANT The Member covenants with the Trustee and the owners from time to time of the Notes that so long as any of the Notes are outstand- ing, moneys on deposit in any fund or account to be used in con- nection with payment of the Member's obligations under this Interim Agreement shall not be used in a manner which would cause any of the Notes to become an "arbitrage bond" within the meaning -14- of Section 148(a) of the Inte�:nal'Revenue Code of 1986, as amend- ed, and any similar successor section, and any lawful regulations applicable under such sections. ARTICLE VI DEFEASANCE; TERMINATION Section 6.1. If the Member has satisfied all of its obligations under this Interim Agreement and if, in the manner provided in the Series 1988 Note Resolution, the Trustee has received amounts which, together with interest and investment earnings on such amounts, are sufficient to pay principal of and interest on the Notes when due, all of the right, title and inter- est of the Agency, the Trustee and the owners of the Notes in and to this Interim Agreement, and the pledge of revenues from the Member System made under it, shall be terminated and the pledge made under this Interim Agreement shall be discharged. Upon payment or defeasance of the Notes, the Agency will deliver, and will cause the Trustee to deliver, a proper instrument acknowl- edging the satisfaction and termination of the Member's obliga- tions under this Interim Agreement and the pledge under this Interim Agreement. Section 6.2. After the Notes have been paid in full at maturity or the Trustee has received sufficient funds to defease the Notes in full in the manner provided in the Series 1988 Note Resolution, the Trustee shall return to the Agency any funds remaining in the Principal and Interest Accounts that are not required to defease the Notes, as provided in the Series 1988 Note -15- Resolution. An amount of such funds equal to the Member Share (computed as if Additional Members joining the Agency and entering into Interim Project Use Agreements after the issuance of the Series 1988 Notes were Original Members) shall be returned to the Member. Section 6.3. This Interim Agreement shall terminate after the earliest to occur of: (a) defeasance of the Notes as provided in Section 6.1, or (b) all- Series 1988 Notes and all Additional Notes and all obligations of the Member under this Interim Agreement shall have been paid and discharged, or (c) a 'date that is fifty years from the date of this Interim Agreement. ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.1. The occurrence of any one of the following shall constitute an Event of Default: (a) failure by the Member to pay any amounts required to be paid under this Interim Agreement at the times specified in this Interim - Agreement; or (b) failure by the Member to observe or perform any covenant, condition or agreement on its part to be observed or performed in this Interim Agreement other than as referred to in (a) above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied, given to the Member by the Agency or the Trustee, unless the Agency and the Trustee shall agree in writing to an extension of such time; provided, that if the failure stated in the notice cannot be -16- corrected within the applicable period, the Agency and the Trustee may consent to an extension of such time if (i) corrective action is instituted within the applicable period and (ii) such correc- tive action is diligently pursued pursuant to a schedule approved in writing by the Agency and the Trustee until the default is corrected. Section 7.2. Whenever any Event of Default shall have happened and is continuing, the Agency or the Trustee may take whatever action at law or in equity is necessary or desirable to collect the payments and other amounts then due or thereafter to become due under this Interim Agreement or to enforce the perform- ance and observance of any obligation, agreement or covenant of the Member under this Interim Agreement, including instituting an action in mandamus. If the Agency or the Trustee has proceeded to enforce its rights under this Interim Agreement and such proceedings have been discontinued or abandoned for any reason or have been deter- mined adversely to the Agency or the Trustee, then the Agency, the Trustee and the Member shall be restored respectively to their Positions and rights under this Interim Agreement, and all rights, remedies and powers of the Member and the Agency and the Trustee shall continue as though no such proceeding had been taken. Section 7.3. No remedy herein conferred upon or re- served to'the Agency or the Trustee is intended to be exclusive of any other available remedy or remedies. Each remedy shall be cumulative and shall be in addition to any remedy given under this Interim Agreement or existing now or in the future at law, in -17- 4 � equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power or shall be construed to be a waiver of that right or power, but that right or power may be exercised from time to time and as often as may be deemed expedient.- In order to entitle the Agency or the Trustee to exercise any remedy reserved to them in this Article, it shall not be necessary to give any notice, other than notice expressly required in this Interim Agreement. The rights and remedies given the Agency in this Interim Agreement shall also extend to the Trustee on behalf of the owners of the Notes and (as provided in Section 7.5) to the owners of the Notes, who shall be deemed third party beneficiaries of all covenants and agreements contained in this Interim Agreement. Section 7.4. If a Member has defaulted in its payment obligations under Sections 4.2, 4.4 or 4.5 and the Agency or the Trustee have through appropriate proceedings recovered from such defaulting Member all or any portion of the amounts due from such defaulting Member and unpaid, the amounts so recovered shall be remitted to'the Trustee and shall be applied by the Agency and the Trustee to reduce amounts otherwise due from, or (if no amounts remain due under this Interim Agreement) to make reimbursements to, the remaining non - defaulting Members under Sections 4.2, 4.4 and 4.5. The amount of such reduction for (or reimbursement to) each non - defaulting Member shall be in the same proportion to the total amount recovered as the amounts previously paid by such -18- Member under Sections 4.2, 4.4 and'4.5 of such Member's Interim Project Use Agreement bear to the total amounts paid by all non - defaulting Members under Sections 4.2, 4.4 and 4.5 of their re- spective Interim Project Use Agreements. Section 7.5. Whenever in this Interim Agreement a remedy is conferred upon the Trustee, that remedy may be exercised by owners of the Notes in the manner and subject to the conditions set forth in the Series 1988 Note Resolution. ARTICLE VIII REPRESENTATIONS OF THE PARTIES Section 8.1 The Member covenants with and represents to the Agency as follows: (a) The Member is a legally and validly existing munic- ipality or county under the Constitution and laws of the State of Illinois. The corporate authorities and officers of the Member have been duly elected or appointed and continue to hold title to their respective offices. (b) The Member is empowered to enter into this Interim Agreement. (c) The execution of this Interim Agreement has been duly authorized by ordinance of the Member which was duly adopted and remains in full force and effect. This Interim Agreement is a valid and binding obligation of the Member and remains in full force and effect. -19- • K o (d) All conditions',kacts and things required by the Constitution and laws of this State to exist or to be done prece- dent to the execution of this Interim Agreement exist or have been done. (e) The obligations of the Member represented by this Interim Agreement are.not subject to any constitutional, statutory or.other limitation on debt. (f) The adoption of the ordinance authorizing the execution of this Interim Agreement, the making of an appropria- tion therefor, and the execution of this Interim Agreement will not conflict with, result in a breach of, or constitute a default under the Constitution of the State of Illinois, or any law, rule, regulation, ordinance, resolution, or agreement to which the Member is a party or by which it is bound. Section 8.2. The Agency covenants and represents to the Member as follows; (a) The Agency is a legally and validly existing public body politic and corporate and a municipal corporation under the Constitution and laws of the State of Illinois. The officers of the Agency have been duly appointed and continue to hold title to their respective offices. (b) The Agency is empowered to enter into this Interim Agreement. (c) The execution of this Interim Agreement has been duly authorized by Resolution of the Agency which was duly adopted and which remains in full force and effect. This Interim Agree- ment is a valid and binding obligation of the Agency. -20- .a (d) All conditions'-,'acts and things required by the Constitution and laws of this State to exist-or to be done prece- dent to the execution of this Interim Agreement exist or have been done. (e) The adoption of the resolution authorizing the execution of this Interim Agreement, and the execution of this Interim Agreement, will not conflict with, result in a breach of, or constitute a default under the Constitution of the State of Illinois or any law, rule, regulation, ordinance, resolution, or agreement to which the Agency is a party or by which it is bound. ARTICLE IX WITHDRAWAL OF THE MEMBER The Member may withdraw from the Agency as provided in Section 6 of the Agency Agreement but shall remain obligated under this Interim Agreement. ARTICLE X MISCELLANEOUS Section 10.1. For purposes of this Interim Agreement, the term "municipal waste" means garbage, general household and commercial waste, landscape waste and construction or demolition debris as the Agency determines from time-to time to be acceptable at the Project. Whenever in this Interim Agreement reference is made to the "population" of a Member, this Interim Agreement refers'to the Member's population determined on the basis of the 1980 -21- U.S. Census or, if available,,a more recent special federal census certified and published by the U.S. Census Bureau and approved by the applicable Member. Section 10.2. Notices required under -this Interim Agreement shall be deemed 'given on the third day following the day on which written notice is mailed by certified mail, postage prepaid, addressed as- follows: Agency: Solid Waste Agency of Northern Cook County 10 South Emerson Street Mt. Prospect, Illinois 60056 Member: Other Members: The parties may, by notice given as provided in this Section, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 10.3. This Interim Agreement may not be as- signed by either party without the prior written consent of the other and of the Trustee, except that the Agency shall assign to the Trustee its rights under this Interim Agreement. Section 10.4. If any provision of this Interim Agree- ment shall be held to be or shall, in fact, be illegal, inopera- tive or unenforceable, that holding shall not affect any other provisions contained in this Interim Agreement or render those -22- other provisions invalid, inoperative or unenforceable to any extent. Section 10.5. Except as otherwise provided in this Interim Agreement, after the initial issuance of the Series 1988 Notes and prior to the payment in full of all of the Notes as to both principal and interest, this Interim Agreement may not be amended, changed, modified, altered or terminated without the Prior written consent of the Trustee. This Interim Agreement may be amended and restated by the parties to it without the prior written consent of the Trustee to reflect the issuance and the terms of Additional Notes. Exhibit A may be amended as provided in the first paragraph of Section 4.2 without t'he consent of the Member or the Trustee. Section 10.6. Without the written consent of the Mem- ber, the Agency will not enter into Interim Project Use Agreements With other Members in connection with the Interim Project the terms of which are more favorable to such other Member than the terms of this Interim Agreement. Other Interim - Project Use Agree- ments in connection with the Interim Project may differ from this Interim Agreement as is necessary to reflect the status of other Members as non -home rule units pledging the net revenues of their municipal solid waste systems or home rule units pledging their full faith and credit to the payment of their obligations under their respective Interim Project Use Agreements and with respect to Additional Members may also contain any additional conditions imposed on any such Additional Member by the Board of Directors of -23- the Agency in connection with ,the admission of the Additional t Member to membership in the Agency. Section 10.7. This Interim Agreement shall become effective only when Interim Project Use Agreements meeting the requirements of Section 10.6 have -been executed by the Agency and all Original Members, and this Interim Agreement-shall not become effective if that has not occurred on or before 1988. IN WITNESS WHEREOF, the Agency and the Member have caused this Interim Agreement to be executed in their respective corporate names and attested by their duly authorized officers and -24- sealed with their corporate sea r ls , r , all as of the date first above � written. SOLID WASTE AGENCY OF NORTHERN COOK COUNTY Chairman [ SEAL] Attest: Secretary Date of Execution by Member: 1988. [SEAL] Attest: Its -25- VILLAGE OF BUFFALO GROVE Its E3iF IBT A ,(To Interim Project Use Agreement) Allocation of Liabilit Name of Municipality Pabulation Proportionate Share