HomeMy WebLinkAboutORDINANCE - 2951 - 9/23/2003 - INTERGOVERNMENTAL AGREEMENTORDINANCE NO.
2951
AN ORDINANCE AUTHORIZING THE EXECUTION OF AN
INTERGOVERNMENTAL AGREEMENT PROVIDING FOR THE PLANNING,
DEVELOPMENT AND OPERATION OF THE SOUTH SUBURBAN AIRPORT
AND THE CREATION OF THE SOUTH SUBURBAN AIRPORT COMMISSION
WHEREAS, Section 5/11-101-1 et seq. of the Illinois Municipal Code (Illinois
Compiled Statutes, 65 ILCS 5/11-101-1), Section 5/11-103-1 et seq. of the Illinois Municipal
Code (Illinois Compiled Statutes, 65 ILCS 5/11-103-1), Section 20/0.01 et seq. of the Joint
Airports Act (620 ILCS 20/0.01) together with other acts adopted by the General Assembly of
the State of Illinois authorizes Illinois municipal corporations to plan, develop, own and operate
airports and related facilities either within or without their corporate limits; and,
WHEREAS, Section 10 of Article VII of the Constitution of the State of Illinois of 1970
authorizes units of local government, including municipalities, to contract to exercise, combine,
or transfer any power or function not prohibited to them by law or ordinance; and,
WHEREAS, the Illinois Intergovernmental Cooperation Act (Illinois Compiled Statutes,
5 ILCS 220/1 et seq.), authorizes municipalities to exercise jointly with any public agency of the
State, including other units of local government, any power, privilege, or authority which may be
exercised by a unit of local government individually, and to enter into contracts for the
performance of governmental services, activities and undertakings; and,
WHEREAS, the Village of Park Forest, the Village of University Park, the Village of
Bensenville and Elk Grove Village have negotiated the terms of a certain Intergovernmental
Agreement Providing For The Planning, Development and Operation of the South Suburban
Airport and the Creation of the South Suburban Airport Commission, a copy of which is attached
hereto as Exhibit "A" and is, by this reference, incorporated herein; and,
WHEREAS, the Village of Elk Grove Village desires to enter into said
Intergovernmental Agreement as an exercise of its intergovernmental cooperation authority
under the Constitution and Statutes of the State of Illinois.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND BOARD OF
TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, COUNTIES OF COOK
AND DUPAGE, ILLINOIS, an Illinois Municipal Corporation (a home rule municipality in the
excercise of its powers), as follows:
SECTION ONE: That the recitals set forth hereinabove are incorporated herein by
reference as substantive provisions of this Ordinance.
SECTION TWO: That the Mayor and Village Clerk be and the same are hereby
authorized and directed to execute that certain "Intergovernmental Agreement Providing For The
Planning, Development and Operation of the South Suburban Airport and the Creation of the
South Suburban Airport Commission", a copy of which has previously been incorporated herein
as Exhibit "A".
SECTION THREE: That all ordinances and resolutions, or parts thereof, in conflict
with the provisions of this Ordinance are, to the extent of such conflict, expressly repealed.
SECTION FOUR: That this Ordinance shall be in full force and effect from and after
its passage and approval as provided by law.
VOTE: AYES: Trustees Feichter, Lissner, Petri, Prochno, Czarnik, Dill
and Mayor Johnson
NAYS: None
ABSENT: None
PASSED this 23`d day of September 2003.
APPROVED this 23'd day of September 2003.
APPROVED:
Craig B. Johnson, Mayor
ATTEST:
Ann I. Walsh, Village Clerk
Filed in the office of the Village Clerk and published in pamphlet form by authority of the Mayor
and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois
this 26th day of September 2003.
Ann I. Walsh, Village Clerk
OrdsouthsuburbmOldoc
THE CREATION OF THE SOUTH SUBURBAN AIRPORT COMMISSION
This Intergovernmental Agreement (the "Agreement') is dated as of September ,
2003. The Agreement is entered into by and between each of the following units of local
government, (hereinafter individually referred to as "Member" and collectively as "Members"):
Founding Members
University Park
Park Forest
Predevelopment Supporting Members
Village of Bensenville
Elk Grove Village
RECITALS
WHEREAS, each Member which is a city or a village is an Illinois municipal corporation
organized and existing under the Illinois Municipal Code (65 ILCS 5/1-1-1, et seq.) and is a body
politic and corporate (65 ILCS 5/2-3-8); and
WHEREAS, among the several members, the Village of Park Forest and the Village of
University Park are sometimes hereinafter additionally referred to individually as a "Founding
Member" and collectively as the "Founding Members"; and
WHEREAS, among the several Members, the Village of Bensenville and the Village of
Elk Grove are sometimes hereinafter additionally referred to individually as a "Predevelopment
Supporting Member" and collectively as the "Predevelopment Supporting Members"; and
WHEREAS, each Member is a `Smit of local government" as that term is defined in
Article VII, Section 1, of the Constitution of Illinois, 1970. Additionally, the following
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Members are "home rule units" of local government as provided for in Article VII, Section 6 of
the Constitution of Illinois, 1970, and each such home rule unit, in entering into this Agreement,
has made an express legislative finding that the subject matter of this Agreement pertains to its
government and affairs and that it is the intent of each such home rule unit to share its home rule
authority to the extent permitted by law:
Village of Park Forest
Village of University Park
Elk Grove Village
WHEREAS, the Constitution of Illinois, 1970, Article VII, Section 10, authorizes units of
local government, including the Members, to contract or otherwise associate among themselves,
and to exercise, combine or transfer any power or function in any manner not prohibited by law
or by ordinance. Said Section further permits units of local government, including the Members,
to contract and otherwise associate with individuals, associations and corporations in any manner
not prohibited by law or ordinance; and
WHEREAS, the Intergovernmental Cooperation Act (5 ILCS 220/1, et seq.) defines
"public agency" to include, among other entities, units of local government as defined in the
Illinois Constitution of 1970, which includes the Members, and provides that any public agency
may exercise, combine, transfer and enjoy jointly with any other public agency, including other
units of local government, any power, privilege, function, or authority which may be exercised
by a public agency individually (5 ILCS 220/3); and
WHEREAS, the Intergovernmental Cooperation Act further specifically provides that:
"(A)ny one more public agencies may contract with any one or more other public
agencies to perform any governmental service, activity or undertaking or to combine, transfer, or
exercise any powers, functions, privileges, or authority which any of the public agencies entering
into the contract is authorized by law to perform, provided that such contract shall be approved
by the governing bodies of each party to the contract and except where specifically and expressly
prohibited by law. Such contract shall set forth fully the purposes, powers, rights, objectives and
responsibilities of the contracting parties."(5 ILCS 220/5); and
WHEREAS, the corporate authorities of each Member which is city or village organized
and existing under the Illinois Municipal Code is further expressly authorized to jointly exercise
with other municipal corporations, governmental subdivisions or districts (including the other
Members) the powers conferred upon such municipalities in the Illinois Municipal Code (65
ILCS 5/1-1-5); and
WHEREAS, under the Constitution of Illinois, 1970, and under various statutes enacted
thereunder, each Member enjoys numerous powers and authorities, enumerated and implied,
which enable, permit and authorize it to cooperate in the development, construction and
operation of airports, a partial list of such powers and authorities being hereinafter set forth in
Article Six hereof; and
WHEREAS, in addition to the powers specified herein, each of the Members may have
additional enumerated and implied powers which would aid in the implementation of the
purposes of this Agreement. Each Member agrees that in addition to the powers identified in
Article Six hereof, each Member further agrees to exercise, combine, transfer and jointly enjoy
such additional enumerated and implied powers as may otherwise exist which might, in any way,
assist in obtaining and securing the benefits and purposes of this Agreement, and
WHEREAS, 620 ILCS 20/0.01 et seq. (the "Joint Airports Act") provides that any
number of municipalities (and/or counties) may enter into an agreement with any one or more
other municipalities under the Intergovernmental Cooperation Act for the purpose of jointly
establishing and operating an airport and its facilities; and
WHEREAS, the Joint Airports Act provides that the terms of such intergovernmental
agreement shall provide for the creation of a "Joint Airport Commission' for the purpose of
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"establishing and operating the airport and its facilities" and, in creating said commission, may
provide for "the number and manner of the appointment of members of the Commission,
residence requirements, term of office, compensation, resignation or removal from office, filling
of vacancies, election of officers and such other functions, powers and duties of membership as
are reasonable and necessary to establish and operate an airport and its facilities." (620 ILCS
20/2); and
WHEREAS, the Predevelopment Supporting Members have heretofore entered into an
"Intergovernmental Pre -Development Services Agreement" entered into as of July 7, 2002 as
amended, by and among the Predevelopment Supporting Members and LCOR Holdings LLC
and SNC-Lavalin (the "Developers') (the "Pre -Development Services Agreement'); and
WHEREAS, the purpose of the Pre -Development Services Agreement is to retain the
services of the "Developers," as therein defined, for the purpose of performing certain due
diligence and feasibility studies, as therein specified, for the planning, development, construction
and operation of a regional commercial airport in the south suburban region as hereinafter
defined; and
WHEREAS, the Members have determined that the development of such an airport will
enhance the air traffic system serving the greater Chicago metropolitan area benefiting all of the
residents and businesses located therein, providing jobs and promoting the development of
business and industry in the greater south suburban area while relieving any delays being
experienced at other area airports; and
WHEREAS, the Members intend, by this Agreement, to create a commission in
conformance with the Joint Airports Act and to transfer to and exercise, combine and enjoy
jointly with the commission the powers referenced in the foregoing recitals and further
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enumerated in Article Six hereof, together with such other additional enumerated and implied
powers as they may presently have or hereafter acquire to develop, own and operate a south
suburban regional commercial airport, and, in furtherance thereof, the Predevelopment
Supporting Members wish to delegate, transfer and assign their rights and responsibilities under
the Pre -Development Services Agreement to the commission as hereinafter more fully set forth:
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
and agreements hereinafter set forth, and other good and valuable consideration, the adequacy
and sufficiency of which is hereby acknowledged, the Members do hereby agree as follows:
ARTICLE ONE
RECITALS
The preambles set forth above are hereby incorporated herein as substantive provisions of
this Agreement as if they were fully set out in this Article One.
ARTICLE TWO
PURPOSE
2.01. The Members agree that the purpose of this Agreement is to make provision for
the planning, development, funding, construction and operation of a regional commercial airport
with passenger and cargo facilities to be known as the "South Suburban Airport" to meet the
future public demand for additional airport facilities to serve the south suburban region and to
expand the Chicago region's aviation capacity in an efficient, cost-effective, expeditious and
environmentally sound basis.
2.02. The Members further intend to create a Joint Airport Commission as authorized in
620 ILCS 20/2 which shall be known as the "South Suburban Airport Commission" (hereinafter
sometimes referred to as the "Commission'). The Commission shall be established for the
purpose of planning, developing, funding, constructing and operating the South Suburban
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Airport and shall further exercise such powers and authorities as the Members may presently .
enjoy, or such powers and authorities as may be enjoyed in the future, specifically including, but
not by way of limitation, the powers and authorities set forth in Article Six hereof, and the
Members hereby transfer and delegate such powers and authorities to the Commission for the
purposes herein identified.
ARTICLE THREE
COOPERATION. EXCLUSIVITY AND CONFIDENTIALITY
3.01. Each Member covenants and promises to each other Member that it shall
diligently, in good faith and in the exercise of its best efforts, take all actions necessary for the
planning, development, creation, construction, and funding of the South Suburban Airport and,
further, provide for the operation, maintenance, expansion and further development of said
Airport through participation in the South Suburban Airport Commission all as more fully
provided for herein. Pursuant to 5 ILCS 220/4, each Member may provide personnel or services
to the Commission as may be within its legal power to furnish.
3.02. Each Member covenants and promises to take no action or fail to take action
inconsistent with this Agreement as originally written or as validly amended.
3.03. Each Member covenants and promises to work exclusively with each other
Member and shall not work with or negotiate with any other private or public entity other than
the members hereto in the planning, development, creation, funding, operation, and maintenance
of the South Suburban Airport (including but not limited to the creation of any other airport
related Commission, or another airport within the radius of 75 miles of the South Suburban
Airport), and shall not take any action or fail to take any action that could reasonably be expected
to create any conflict of interest that would prevent or materially affect or impair the ability of
the Members to develop the South Suburban Airport pursuant to this Agreement.
3.04. Except as otherwise expressly provided herein, the parties shall maintain the
results of any and all studies, inquiries, information, and materials provided by or on behalf of
any party to this Agreement relating to the subject matter of this Agreement and the development
of the South Suburban Airport (collectively "Confidential Information") strictly confidential,
except as required by law, provided that the parties may disclose such Confidential Information
with the express written consent of the other parties.
ARTICLE FOUR
DEFINITIONS
As used herein, the following terms shall have the meanings ascribed to them in this
Article Four:
4.01. "Airport or "South Suburban Airport": shall mean the regional commercial airport
serving the south suburban region of Chicago, Illinois, and generally located within the
Townships of Monee, Crete, Will and Washington in Eastern Will County, Illinois,
created pursuant to the provisions of this Agreement. This term shall include landing
fields, landing strips, hangars, terminal buildings and other structures and facilities
related thereto.
4.02. [Intentionally Omitted]
4.03. "Alternate Commissioner" or "Alternate": shall mean a person appointed by a
Member to serve on the Commission in the capacity of Alternate Commissioner as herein
provided.
4.04. "Architectural Services": shall mean any professional service as defined in Section
5 of the Illinois Architectural Practice Act of 1989.
4.05. "By-laws": shall mean the By-laws attached hereto and incorporated herein as
Exhibit "B", together with any subsequent amendments thereto adopted in conformance
with the restrictions and procedures set forth herein.
4.06. "Commissioner": shall mean a person appointed by a Member to serve on the
Commission in the capacity of a Commissioner as herein provided.
4.07. "Construction Services": shall mean labor and/or material services in furtherance
of the construction and development of the Airport.
4.08. "Developers": shall mean L.COR Holdings LLC and SNC-Lavalin.
4.09. "Engineering Services": shall mean any professional services as defined in Section
4 of the Professional Engineering Act of 1989.
4.10. "Initial Phase": shall have the meaning set forth in Section 5.09.
4.11. "Land Surveying Services": shall mean any professional service as defined in
Section 5 of the Illinois Professional Land Surveyor Act of 1989.
4.12. "Legal Services": shall mean any professional services provided or to be provided
by one or more attorneys licensed to practice law in the Sate of Illinois or before the bar
of any other state or the District of Columbia.
4.13. "Manager": shall mean a person or firm possessing expertise in the development,
construction, operation and management of regional commercial airports and retained or
employed by the Commission for the purpose of securing the benefit of such services for
the Airport.
4.14. "Member": shall mean the Founding Members, the Predevelopment Supporting
Members and any Subsequent Member which has executed this Agreement in the manner
herein provided, remains in good standing hereunder and has not defaulted in the
performance of any duty or responsibility assumed and imposed under the terms hereof.
4.15. "Founding Member" or "Founding Members" shall mean one or all of the following
Members, as the context may provide: the Village of Park Forest or the Village of
University Park.
4.16. "Predevelopment Supporting Member" or'9'redevelopment Supporting Members"
shall mean one or all of the following Members, as the context may provide: the Village
of Bensenville or Elk Grove Village.
4.17. "Management Services": shall mean professional services for the development,
construction, operation and management of the Airport.
4.18. "Predevelopment Supporting Members' Contribution" shall have the meaning set
forth in Section 5.09.
4.19. "Pre -Development Services Agreement" shall mean the Intergovernmental Pre -
Development Services Agreement effective as of July 7, 2002, as amended from time to
time, by and among the Predevelopment Supporting Members and the Developers.
4.20. "Development Services Agreement" means the Agreement between the
Commission and a private developer(s) for the planning, development, construction,
financing, leasing, operation and maintenance of the South Suburban Airport that will be
prepared and executed as part of the work to be performed by the parties under this
Agreement.
4.21. "Services Contract" shall mean any contract, written or oral, entered into by the
Commission for the purpose of securing provision of Architectural Services, Land
Surveying Services, Engineering Services or Legal Services for the benefit of the
Commission or the Airport.
4.22. "South Suburban Airport Commission" or "Commission" shall mean the
Commission created pursuant to the Joint Airports Act (620 ILCS. 20/1 et seq.) and the
terms of this Agreement.
4.23. "Subsequent Member" shall mean a unit of local government which becomes a
Member subsequent to the date fust referenced above in the manner hereinafter provided.
4.24. "Terminated Member" shall mean any Member which loses its status as such,
voluntarily or involuntarily, in the manner and subject to the terns hereinafter provided.
4.25. `"Transferred Authority" shall mean the powers, privileges, functions or authorities
of each Member hereof transferred and delegated to the Commission pursuant to the
terms of this Agreement.
4.26. "Transition Event" shall have the meaning set forth in Section 5.09.
4.27. `"Transition Period" shall have the meaning set forth in Section 5.09.
ARTICLE FIVE
THE SOUTH SUBURBAN AIRPORT COMMISSION
5.01. Formation: General: Attached hereto and incorporated herein in Exhibit "A" are the
ordinances passed and approved by each of the Members duly authorizing the execution of this
Agreement. Each of these ordinances sets forth the agreement of the enacting Member to
exercise, combine, transfer, delegate and jointly enjoy to and with the Commission the powers,
functions, privileges and authorities set forth in this Agreement and detailed in Article Six
hereof.
The Commission shall operate on a calendar fiscal year. All meetings of the
Commission, or any subcommittee thereof, shall be conducted in accordance with the "Open
Z
Meetings Act" (5 ILCS 120/1 et seq) and the Commission shall comply with the requirements of
the Local Records Act (50 ILLS 205/1 et seq.), the Freedom of Information Act (5 ILCS 140/1.1
et seq.), together with any other applicable law, rule or regulation governing the conduct of
business by units of local government in the State of Illinois.
5.02. Membership: The Commission shall consist of Commissioners equal in number to
the number of Members. Each Member shall, by a majority vote of its corporate authorities,
appoint to the Commission a Commissioner as well as an Alternate Commissioner who shall be
authorized to act in the absence of the Commissioner appointed by such Member. Each
Commissioner and each Alternate Commissioner shall inside within the corporate limits of the
Member appointing same. Commissioners and Alternative Commissioners may be elected or
appointed officers or officials any of the Members. Subsequent to the execution of this
Agreement, additional governmental entities may become Members ("Subsequent Members')
upon such terms and conditions as the majority of the Members (or if the Commission has been
established, as a majority of the Commissioners) shall deem appropriate except that during the
Transition Period as defined in Section 5.09, any such vote shall include the vote at least one of
Commissioners representing Elk Grove Village or the Village of Bensenville. Subject to the
provisions of Section 5.09 hereof, the approval of Subsequent Members shall require the vote of
a majority of the Members (or if the Commission has been established, a majority of the
Commissioners representing all of the Members), except that during the Transition Period as
defined in Section 5.09, any such vote shall include the vote at least one of Commissioners
representing Elk Grove Village or the Village of Bensenville.
5.03. withdrawal and Expulsion of Members: Any Member may withdraw from the
Commission upon sixty (60) days notice to the other Members. Upon the vote of not less than
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2/3 of the other Members, (except that during the Transition Period, any such vote shall include
the vote at least one of Elk Grove Village or the Village of Bensenville), any Member may be
expelled from the Commission for cause, i.e., for defaulting in the performance of any duty or
responsibility assumed by such Member and imposed under the terms of this Agreement.
Whether a Member withdraws or is expelled from the Commission, such Member shall continue
to be fully responsible for the performance of any duty or obligation assumed by such Member
or imposed on such member under the terms of this Agreement or for any financial obligation
incurred by or accruing against that Member under the terms of this Agreement as if it was still a
Member of the Commission.
5.04. Term: Each Commissioner, together with the Alternate Commissioner appointed to
serve in the absence of such Commissioner, shall serve for a co -terminus period of four years
unless such Commissioner (and/or Alternate) shall resign or be removed as otherwise provided
herein or in the By-laws. The terms of Commissioners and Alternates shall be staggered so that,
as nearly as practicable, the terms of one-half of the Commissioners (and their respective
Alternates) shall expire every two years. At the initial meeting of the Commission, the
Commissioners (and/or their Alternates) shall determine, by lot, which Commissioners (and their
respective Alternates) shall serve a term expiring on December 31, 2005 with the remaining
Commissioners (and Alternates) serving terms expiring on December 31, 2007. Any person
appointed to fill a vacancy created by the resignation or removal of a Commissioner or an
Alternate Commissioner shall serve for the unexpired term of the resigned or removed
Commissioner or Alternate, as the case may be. Commissioners and Alternates may be
reappointed by the Member represented by them for successive terms without limitation.
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5.05. Officers: Election: The Commission shall have the following officers: a Chairman,
a Vice -Chairman, a Secretary, a Treasurer together with such other officers as the Commission
may, from time to time, direct. The duties and responsibilities of the Commission's officers shall
be as provided in the By-laws. All officers shall be elected at the Commission's organizational
meeting, and thereafter at its annual meeting to be conducted on or about the first Monday in
January of each year during the term of this Agreement (as further provided in the By-laws).
Each such officer shall be elected from amongst the Commissioners and shall serve for a term of
one (1) year commencing on, or as of, the first Monday in January of the year first elected.
There shall be no limitation on the election of Commissioners to the same office in successive
years. Commissioners, Alternate Commissioners and officers of the Commission shall continue
to serve after the expiration of their respective terms until their respective successors are
appointed or elected as otherwise provided herein or in the By-laws incorporated herein by
reference.
5.06. By-laws: Attached hereto and incorporated as Exhibit "B" are the By-laws of the
Commission. All of the business of the Commission shall be conducted in accordance with the
By-laws. The powers and duties of all officers of the Commission and the calling and the
conduct of all meetings thereof shall be pursuant to the By-laws and any rules of procedure
adopted by the Commission thereunder.
Subject to Section 5.09 hereof, the Commission may, from time to time, propose
modifications to the By-laws. The Commissioners may approve such proposed modifications,
with or without further modification, which shall become effective upon the approval thereof by,
as the case may be, a majority of the Commissioners as evidenced by the adoption of a resolution
approving same, provided however that during the Transition Period any such majority vote
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shall include the vote at least one of the Commissioners representing Elk Grove Village or
Village of Bensenville, and provided further that during the Transition Period in the absence of a
majority vote of the Commissioners the affirmative vote of each of the Founding Members and
the Predevelopment Supporting Members shall be sufficient to make such modification effective
In the event of any conflict between any of the terms, provisions or covenants contained
in this Agreement and any provision of the By-laws, as attached hereto or as subsequently
amended during the term of this Agreement, the terns, provisions and covenants contained in
this Agreement shall be deemed, for all purposes, to control.
5.07. Compensation All Commissioners, Alternate Commissioners and officers of the
Commission shall serve without compensation. Commissioners, Alternate Commissioners and
officers may be reimbursed for actual out of pocket expenses when such expenses are
documented in accordance with reasonable business practices and subject to such limitations as
may be adopted, from time to time, by the Commission.
5.08. Powers and Duties: Subject to Section 5.09 hereof; the Commission, acting through
the Commissioners (or the Alternative Commissioners, as the case may be) and in accordance
with this Agreement and its By-laws, shall exercise all powers, duties and authority conferred
upon it, from time to time, by the Members pursuant to this Agreement.
5.09. Reserved Rights of PredeveloQment Supporting Members: During an initial period
of time (the "Transition Period') measured from the date of the formation of the South Suburban
Airport Commission to the date on which the last of the "Transition Events" identified below
shall have occurred, notwithstanding anything to the contrary herein, the approval by the
Commission (or if the Commission has not been established, approval by the Members) of any of
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the "Specified Acts" further identified below shall require, as the case may be and as specifically
set forth below, (i) approval of a majority of the Commissioners (or Alternative Commissioners,
as the case may be) (or if the Commission has not been established approval of a majority the
Members), or (ii) approval of a majority of the Commissioners (or Alternative Commissioners,
as the case may be) representing all of the Members (or if the Commission has not been
established approval of a majority of all of the Members) which majority approval shall include
the vote at least one of Elk Grove Village or Village of Bensenville.
The Transition Events shall consist of the following:
(a) Completion of the construction of the "Initial Phase" of, and the commencement of
operations at, the South Suburban Airport. The Initial Phase of the South Suburban Airport shall
minimally consist of the elements described on Exhibit "C" attached hereto and incorporated
herein. This Transition Event will not be deemed to have occurred unless and until all required
permits, certificates, authorizations, approvals or other governmental actions have been issued,
granted, received and obtained from the Federal Aviation Administration ("FAA'), the United
States Environmental Protection Agency ("EPA'), the Illinois Department of Transportation
("IDM, the local zoning and construction authorities, to the extent required by law, together
with any and all other regulatory approvals and authorizations which may be required to lawfully
authorize the construction and operation of the South Suburban Airport and all of said permits,
certificates, authorizations, approvals and actions shall be in full force and effect; and
(b) The Predevelopment Supporting Members shall be paid in full as provided for below
for the "Predevelopment Supporting Members' Contribution", as herein defined, to the
development of the South Suburban Airport. Under the terms Section 5.10 of this Agreement
and the Assignment and Consent Agreement of even date among the Commission, the
Predevelopment Supporting Members and the Developers, the Predevelopment Supporting
Members have assigned to, and the Commission has accepted and the Developers have
consented to the assignment of the Pre -Development Agreement. By virtue of this assignment,
the Commission has acquired the right to receive the Developer's work product. Also by virtue
of this assignment, the Commission has become responsible for the performance of the various
covenants and undertakings of the Predevelopment Supporting Members contained therein.
Notwithstanding the assignment of the Pre -Development Agreement to the Commission, the
Predevelopment Supporting Members hereby agree to continue to fund the balance of the fees
due the Developers under the Pre -Development Services Agreement subject to payment of the
Predevelopment Supporting Members' Contribution as provided for below. The Predevelopment
Supporting Members shall provide the Commission with documentation establishing the exact
amounts of all amounts paid to the Developer pursuant to the Pre -Development Services
Agreement and for all amounts paid for professional legal and consulting services relating to the
Predevelopment Services Agreement, the development of this Agreement, any agreement with
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the Developer and any other work in furtherance of approvals for the construction and operation
of the South Suburban Airport; these amounts shall thereafter be considered to be the
"Predevelopment Supporting Members Contribution." The Predevelopment Supporting
Members' Contribution shall bear interest at the prime rate plus two percent (2%) established by
Bank One in Chicago as at the date of payment and shall be paid to the Predevelopment
Supporting Members in equal shares. The Predevelopment Supporting Members' Contribution
shall be paid to the Predevelopment Supporting Members from the funds generated by the initial
financing of the Airport pursuant to the Development Services Agreement.
The Specified Acts requiring, as the case may be as specifically set forth below, (1) the
consent of a majority of all Members or (2) the consent of a majority of all Members which
majority shall include the affirmative vote of at least one of the Predevelopment Supporting
Members, or (3) if a majority of the Members does not support a Specified Act, the consent of
each of the Founding Members and the Predevelopment Supporting Members , during the
Transition Period are as follows:
(a) The amendment of the By-laws shall require majority consent of the
Members, provided however such majority vote shall include the affirmative
vote of at least one of the Predevelopment Supporting Members, shall be
required to modify the following provisions of the By -Laws, provided further
however that if there is no majority consent of the Members, the affirmative
vote of each of the Founding Members and the Predevelopment Supporting
Members shall be sufficient to enact such amendment:
Section 3.6 Quorum
Section 3.7 Manner of Acting
Section 4.3 Removal
(b) The retention or termination of any Manager, Architect, Surveyor, Engineer,
Attorney, or other contractor shall require majority consent of the Members,
provided however such majority consent shall include the consent of at least
one of the Predevelopment Supporting Members, and provided further
however that if there is no majority consent of the Members the consent of
each of the Founding Members and the Predevelopment Supporting Members
shall be sufficient to authorize such retention or termination.
(c) The modification of the plans for the Initial Phase of the Airport shall require
the majority consent of the Members, provided however that such majority
consent shall included the consent of at least one of the Predevelopment
Supporting Members, and provided further however that if there is no
majority consent of the Members, the consent of each of the Founding
Members and the Predevelopment Supporting Members, shall be sufficient to
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enact such amendment, shall be required to approve a modification that would
reduce the size of the footprint of the Inaugural Airport by more than 20%
from the size of the Inaugural Airport as depicted in the Airport Layout Plan
dated and prepared by
(d) The addition of any Subsequent Members to the Commission shall require the
affirmative vote of a majority of all Members provided however that such
majority vote shall include the affirmative vote at least one of the
Predevelopment Supporting Members, and provided further however that if
there is no majority consent of the Members, the affirmative vote of each of
the Founding Members and the Predevelopment Supporting Members shall be
sufficient to authorize the addition of any Subsequent Members to the
Commission.
(e) The acquisition, sale or conveyance of any land or any interest in any land in
which the Commission, or any Member acting on behalf or for the benefit of
the Commission, has an interest shall require the affirmative vote of a
majority of all Members, provided however that such majority vote shall
include the vote at least one of Predevelopment Supporting Members,
provided further however that if there is no majority vote of the Members, the
affirmative vote of each of the Founding Members and the Predevelopment
Supporting Members shall be sufficient to authorize such acquisition, sale or
conveyance.
(f) The initiation, defense, settlement or compromise of any litigation affecting
the Commission, the Airport, land or any interest in any land in which the
Commission, or any Member acting on behalf or for the benefit of the
Commission, has an interest, any plan(s) for the Initial Phase of the Airport or
the application for any governmental approval relevant thereto shall require
the vote of a majority of all Members, provided however that such majority
vote shall include the vote at least one of the Predevelopment Supporting
Members, provided further however that if there is no majority vote of the
Members, the affirmative vote of each of the Founding Members and the
Predevelopment Supporting Members shall be sufficient to authorize any such
action.
(g) The termination of this Agreement pursuant to Article Ten shall require the
affirmative vote of not less than 2/3 of all Members which 2/3 vote shall
include the affirmative vote of each of the Founding Members and the
Predevelopment Supporting Members.,
(h) The expulsion of any Member pursuant to Section 5.03 shall require the
affirmative vote of not less than 2/3 of all Members which 2/3 vote shall
include the affirmative vote of each of the Founding Members and the
Predevelopment Supporting Members or if there is no affirmative vote of each
of the Founding Members and the Predevelopment Supporting Member, then
such 2/3 vote shall include the vote at least one of the Predevelopment
Supporting Members or.
[Lei
(i) The execution of any contracts as provided in Section 5.10 shall require the
affirmative vote of not less than a majority of all Members which majority
vote shall include the vote at least one of Elk Grove Village or Village of
Bensenville, provided however that the affirmative vote of each of the
Founding Members and the Predevelopment Supporting Members shall be
sufficient to authorize any such action.
5.10. Contracts: Subject to Section 5.09, the Commission may, from time to time, enter
into contracts, including but not limited to loan agreements, service contracts, and contracts to
retain or employ such qualified persons or firms to provide for the benefit of the Airport the
following services: execution and performance of the Development Services Agreement,
Architectural Services, Engineering Services, Land Surveying Services, Legal Services,
Financial Services, Management Services and Construction Services all upon such terms and
conditions as it may determine to be appropriate. The right to obtain Architectural Services,
Engineering Services and Construction Services shall specifically include, but not be limited to,
the use of design/build contracts or other forms of planning, management and construction
contracts as the Commission may determine to be appropriate. Pursuant to the Transferred
Authority, the Commission shall utilize such selection procedures as it deems appropriate and
consistent with applicable law, in order to enter in to all contracts and shall not be required to
advertise or otherwise provide for public notice requesting statements of qualifications or bids
unless otherwise required by applicable law. The Commission shall establish and maintain in
connection with the construction, operation, maintenance and repair of the Airport a program of
Affirmative Action in compliance with 14 C.F.R. Part 152 which shall strive to achieve diversity
among employees and contractors by using every good faith effort to provide for meaningful
opportunities for employment and contracting by minority-owned business enterprises (`MBE')
and women -owned business enterprises ("WBE"). In addition, the Commission shall provide a
preference to local area businesses/residents in the event of equally qualified contractors, subject
17
to applicable law. Nothing herein shall be construed as a limitation upon the application of any
laws which shall establish different standards of compliance or upon the application of
requirements for the hiring of local area businesses/residents.
5.11. Assiamnent of the Pre -Development Agreement: The Commission, the
Predevelopment Supporting Members and the Developers shall enter into an Assignment and
Consent Agreement pursuant to which the Predevelopment Supporting Members shall assign to
the Commission, the Commission shall accept, and the Developers shall consent to the
assignment of the Pre -Development Services Agreement and the Commission shall be entitled to
receive and utilize all work product produced by the Developers pursuant to the terms thereof
The assignment of the Pre -Development Agreement made herein is expressly made subject to the
conditions set forth in Section 5.09 (b) hereof, including the continuing obligation of the
Predevelopment Supporting Members to pay all costs specified in the Predevelopment Services
Agreement.
ARTICLE SIX
TRANSFERRED POWERS AND AUTHORITY
6.01. General: Pursuant to the Constitution of Illinois,. 1970, Article VII, Section 10 and
the Intergovernmental Cooperation Act, 5 ILCS 220/3 and 5 ILCS 220/5, the Members hereby
agree to transfer and delegate to and exercise, combine and enjoy jointly with the Commission
the enumerated powers and authorities set forth herein. In addition, pursuant to 620 ILCS 20/4,
the Commission shall have the authority to carry out any and all statutory powers and duties or
other responsibilities vested in the corporate authorities of the counties and the municipalities
entering into this Agreement to establish and operate the Airport. Finally, pursuant to 620 ILCS
25/14, the Commission shall have the authority to act as a joint airport zoning board.
18
6.02. Transferred Authority: Specifically, but not by way of limitation, the Members, by
this Agreement, transfer and delegate to the Commission all of their powers and authorities
under the Constitution of Illinois, 1970, including, for those Members which are home rule units
of government, the home rule powers granted under Section 6, together with the following
statutes (the "Transferred Authority"):
5 ILCS 220/1 et seq. — Intergovernmental Cooperation Act.
620 ILCS 20/0.01 et seq. — Joint Airports Act.
65 ILCS 5/11-101-1 et seq. — Illinois Municipal Code — "Airports — General Authority."
65 ILCS 5/11-103-1 et seq. — Illinois Municipal Code — "Airports for Municipalities less
than 500,000."
620 ILCS 25/1 et seq. — Airport Zoning Act.
Each Member further hereby agrees to transfer, exercise, combine and jointly enjoy with each
other and with the Commission, such other powers, privileges, functions or authority as may
otherwise exist, whether express or implied, which might, in any way, assist in obtaining and
securing the benefits and purposes of this Agreement. The following paragraphs of this Section
6.02 set forth a partial list of the Transferred Authority:
(a) The power to locate, establish, acquire, own, construct, manage, maintain, and
operate, develop, expand, extend and improve the Airport within or without the corporate limits
of any municipality or within the boundaries of any county or within or upon any land adjacent
thereto, together with all land, appurtenances, and easements, required therefor or deemed
necessary or useful in connection therewith, together with the right to provide for the safe
approach and take -off of aircraft therefrom. Such power includes every kind of structure. (65
ILCS 5/11-101-1; 65 ILCS; 5/11-103-1; 620 ILCS 40/1).
(b) The power to acquire by dedication, gift, lease, purchase, contract, condemnation
under the power of eminent domain or otherwise all property and rights, necessary and proper,
within or outside the corporate limits of a municipality or within the boundaries of any county or
adjacent thereto, land in fee simple, rights in and over land, easements upon, over or across land,
tangible and intangible personal property and all property rights necessary or proper for any of
the purposes specified in this Agreement. The power of eminent domain applies to any private
19
property or property devoted to public use, or rights or easements therein. In all cases where
property or the rights in property are acquired or sought to be acquired by condemnation, such
property shall be deemed to be acquired, owned, leased, and occupied for a public purpose and
the process to be followed in the acquisition of such property or rights in property shall be the
procedure provided for the exercise of the right of eminent domain under Article VII of the Code
of Civil Procedure as heretofore and hereafter amended. (65 ILCS 5/11-101-1; 65 ILCS 5/11-
103-1, 3 & 4 and 620 ILCS 40/2,3 & 4)
(c) The power to lease any part of the Airport and fix and collect rentals therefore,
and to fix, charge and collect rents, rates, tolls, fees, charges or other compensation for any use
of the Airport or for any service rendered by the Commission in the operation thereof, provided
that, subject to the capacity thereof, the landing field and landing strips shall be available to any
person, without unjust or unreasonable discrimination as to services and charges, for landing and
take -off by any aircraft. (65 ILCS 5/11-101-1; 65 ILCS 5/11-103-6)
(d) The power to let to, or enter into any operating agreement with, any person for the
operation and maintenance of the Airport, provided that all such leases or operating agreements
shall expressly provide that, to the extent that available capacity exists, the landing fields and
landing strips shall be available to any person, without unjust or unreasonable discrimination as
to services and charges, for landing and take -off by any aircraft. (65 ILCS 5/11-101-1)
(e) The power to let to any person, or grant concessions or privileges in, any land
adjoining the landing field or any building or structure on such land for the shelter, servicing,
manufacturing and repair of aircraft, aircraft parts and accessories, for receiving and discharging
passengers and cargo, and for the accommodation of the public at the Airport. (65 ILCS 5/11-
101-1)
(f) The power to make all reasonable rules and regulations for the use of the Airport,
for air traffic and Airport landing field conduct, and for the maintenance and control of the
Airport and other air navigation facilities and property under the control of the Commission
including the approach of aircraft and their take -offs and landings to and from the Airport.
Notwithstanding the foregoing, these rules and regulations shall not be in conflict with the laws
of the State of Illinois, the laws and regulations of the United States, the regulations of the
Illinois Commerce Commission, the rules, rulings, regulations, orders or decisions of the Illinois
Department of Transportation. (65 ILCS 5/11-103-5; 620 ILCS 40/5)
(g) The responsibility for and jurisdiction over all public roads and streets within the
boundaries of the Airport. The powers and duties of the Commission with respect to such roads
shall be the same as those exercised by township highway commissioners, county boards, and
city and village officers have over public roads within their jurisdictions. (620 ILCS 40/2)
(h) The power to vacate roads, highways, streets, and alleys, or parts thereof, when
the vacation is deemed essential to the proper and safe construction and maintenance of the
Airport. (65 ILCS 5/11-103-7)
(i) The power to establish, maintain, extend and improve roadways and approaches
by land, water or air to any airport and to contract or otherwise provide, by condemnation if
necessary, for the removal of any airport hazard or the removal or relocation of all private
structures, railways, mains, pipes, conduits, wires, poles, and all other structures, facilities and
equipment which may interfere with the location, expansion, development, or improvement of
the Airport or with the safe approach thereto or take off therefrom by aircraft, and to pay the cost
of removal or relocation. (620 ILCS 40/5; 65 ILCS 5/11-101-1)
6) The power to borrow money and issue bonds, payable solely from the revenue
derived from the operation or leasing of the Airport. Said bonds may be issued in such amounts
as may be necessary to provide sufficient funds to pay all costs of acquiring land or constructing
the Airport, or to pay the costs of exercising the powers granted in 620 ILCS 40/1, including
engineering, legal, and other expenses, together with interest on the bonds, to a date two (2)
years after the estimated date of completion of the Airport, or to a date as determined by the
bond sale contract or to pay any other cost permitted by law. (620 ILCS 40/10)
ARTICLE SEVEN
7.01. Member Officers and Employees: The officers and employees of the various
Members may provide work or other services to the Commission without relinquishing any
office they may hold, or employment they may enjoy, with the Member. (Constitution of
Illinois, 1970, Article VII, Section 10 (b))
7.02. Commission Employees: The Commission may hire such employees as it may
determine, from time to time, to be reasonably necessary to operate, maintain and otherwise
conduct the business of the Commission.
7.03. Tort Immunity Act: All employees of the Commission shall be subject to the
provisions of the Local Governmental and Governmental Employees Tort Immunity Act, 745
ILCS 10/1-101 et seq. (620 ILCS 20/3)
7.04. Emnlovment Benefits: All employees of the Commission shall, in addition to their
regular compensation, be provided with such employment benefits as the Commission deems
appropriate. Benefits may include, but not by way of limitation, the following: participation in
the Illinois Municipal Retirement Fund (40 ILCS 5/7 — 132 (B) (b) xx.) or any other pension or
deferred compensation plans as permitted by law, health and life insurance benefits, vacation and
sick leave and other benefits customarily enjoyed by employees of units of local government.
21
ARTICLE EIGI1T
FINANCIAL MATTERS
8.01. Budget: Prior to the commencement of each fiscal year, the Commission shall
adopt an annual budget containing estimated revenues and recommended expenditures, all of
which shall be presented in a manner which is in conformity with good fiscal management
practices. The budget may be revised upon a majority vote of the Members of the Commission,
provide however that during the Transition Period, the majority vote shall include the vote of at
least one of the Predevelopment Supporting Members, provided however that during the
Transition Period if there is not majority vote, the affirmative vote of each of the Founding
Members and the Predevelopment Supporting Members shall be sufficient to authorize any such
revision to the budget. Revenues generated from the airport shall be distributed to members in a
manner to be agreed upon.
8.02. Audit: An annual audit of the financial affairs of the Commission shall be made
by a certified public accountant at the end of each fiscal year in accordance with generally
accepted auditing principles.
8.03. Insurance: The Commission shall obtain insurance of such types and in such
amounts as it deems necessary.
8.04. Bonds: The Commission shall take all actions necessary to authorize the issuance
of revenue bonds to finance the costs of acquiring land, constructing the Airport and paying other
costs as permitted by law, as more fully set forth in Section 6.02(k). Such actions shall include,
but not be limited to, adoption of a resolution which shall describe in a general way the
contemplated project and shall refer to the plans and specifications therefor. The resolution shall
also set out the estimated cost of the project, fix the amount of bonds to be issued, the maturity or
22
maturities thereof, the interest rate, which shall not exceed the amount permitted by law, and all
details in connection with the bonds. The resolution shall also declare that a statutory mortgage
lien shall exist upon the property of the Airport, and shall pledge the revenue derived from the
operation or leasing of the Airport, for the payment of maintenance and operating costs,
providing an adequate depreciation fund and paying the principal and interest of the bonds issued
pursuant to the resolution.
The bonds issued hereunder shall not, in any event, constitute an indebtedness of the
Commission, or any Member thereof, within the meaning of any constitutional or statutory
limitation. Each bond shall plainly state on its face the relevant statutes authorizing the issuance
of the bond and that it does not constitute an indebtedness of the Commission or any Member
thereof within any constitutional or statutory limitation.
The bonds shall be sold in such manner and upon such terms as the Commission shall
determine.
All revenue derived from the operation of the Airport shall be set aside as collected and
shall be deposited in a separate fund designated as the "Airport Fund" of the Commission. The
fund shall be used only in paying the cost of operation and maintenance of the Airport, in
providing an adequate depreciation fund and in paying the principal of and interest on the
revenue bonds issued hereunder.
ARTICLE NINE
INDEMNIFICATION
To the fullest extent permitted by law, each Member (the "Indemnifying Member,) hereby
agrees to defend, indemnify and hold harmless each other Member, its officials, agents and
employees, against all injuries, deaths, loss, damages, claims, suits, liabilities, judgments, costs and
expenses which may in anywise accrue against such other Member, its officials, agents and
23
employees, arising in whole or in part or in consequence of breach or failure of performance of this
Agreement by the Indemnifying Member, its employees, or subcontractors, or which may in
anyway result therefore, except that arising out of the sole legal cause of such other Member, its
agents or employees, and the Indemnifying Member shall, at its own expense, appear, defend and
pay all charges of attorneys and all costs and other expenses arising therefore or incurred in
connection therewith, and, if any judgment shall be rendered against such other Member, its
officials, agents and employees, in any such action, the hidemnifying Member shall, at its own
expense, . satisfy and discharge the same. The Predevelopment Supporting Members agree to
reimburse the Founding Members for reasonable and demonstrated attorneys' fees and costs related
to the evaluation and participation in the development of this Agreement; provided however, that
this obligation to reimburse the Founding Members shall be remain in effect until such obligation is
terminated in writing or by e-mail by the Predevelopment Supporting Members. Notice of such
termination will end the obligation of the Predevelopment Supporting Members to pay for services
incurred after the date of such notice but not for services incurred before the date of such notice.
ARTICLE TEN
TERMINATION OF AGREEMENT: DISSOLUTION OF COMMISSION:
DISPOSITION OF PROPERTY
Subject to Section 5.09, this Agreement may be terminated and the Commission may be
dissolved upon the affirmative vote of not less than two-thirds (2/3) of all of the Members,
provided however that during the Transition Period, such 2/3 vote shall include the affirmative
vote of each of the Founding Members and the Predevelopment Supporting Members and
provided further that after the Transition Period, such vote shall include the affirmative vote of
each of the Founding Members. Once the required number of Members has voted in favor of
such dissolution as provided in the preceding sentence, the Commission shall immediately cease
24
conducting its affairs except insofar as may be necessary for the proper winding up thereof. The
Commission shall immediately cause notice of the proposed dissolution to be mailed to each of
the Commission's creditors and shall promptly prepare an inventory of all of the Commission's
assets and apply and distribute same in the order hereinafter provided:
(a) All liabilities and obligations of the Commission shall be paid, satisfied and
discharged or adequate provision shall be made therefor.
(b) Assets held by the Commission upon conditions requiring return, transfer or
conveyance, which condition occurs by reason of the dissolution or
termination, shall be returned, transferred or conveyed in accordance with such
condition or requirement.
(c) All receivables shall be collected. All funds on hand and any remaining
tangible or intangible property held in the name of the Commission shall be
distributed in accordance with a plan of distribution unanimously approved by
the corporate authorities of the Members. Should the Members be unable to
agree between themselves upon a plan of distribution resolving any
controversy which may arise as a result of the dissolution contemplated herein,
any Member may cause an action to be filed in a court of competent
jurisdiction, impleading all of the Members as defendants and requesting the
court to declare the respective rights of the Members in the assets and property
of the Commission.
Notwithstanding the foregoing, pursuant to 620 ILCS 20/5, the right to terminate this
Agreement shall be abrogated if the Commission has entered into an agreement with the State of
Illinois, the federal government or any other person for the expansion or capital improvement of
the Airport which obligates the Commission to continue to maintain and operate the Airport for
the contracted period of years, and termination shall not be effected until such time as the
agreement between the Commission and the State of Illinois, federal government or other person
shall expire.
25
ARTICLE ELEVEN
MISCELLANEOUS
11.01. Effective Date,• Contractual Obligation: This Agreement shall become effective
once it has been duly approved and executed by each of the Founding Members and the
Predevelopment Supporting Members. This Agreement shall constitute a contract among the
Members of the Commission. The obligations and responsibilities of the Members set forth
herein, including the obligation to take no action inconsistent with this Agreement as originally
written or validly amended, shall remain a continuing obligation and responsibility of the
Member. The terms of this Agreement may be enforced in a court of law or equity either by the
Commission itself or by any of its Members.
11.02. Assimment: This Agreement shall not be assigned by any party hereto.
11.03. Severability: Should any part, terms or provision of this Agreement be
determined by a court of competent jurisdiction to be illegal or in conflict with any law, the
validity of the remaining portions or provisions shall not be affected thereby.
11.04. Third Party Beneficiaries: Except as expressly provided in this Agreement,
nothing in this Agreement is intended to confer upon any person or entity, other than Developers
and their successors and permitted assigns, any rights or remedies, including without limitation
rights as third party beneficiary, under or by reason of this Agreement.
11.05. Amendments: This Agreement may be amended only by written instrument
executed by the party to be charged. No waiver, approval, consent or other agreement of either
party shall be effective unless in writing and signed by the party to be bound.
11.06. Entire Agreement: This Agreement embodies the entire agreement between the
parties hereto with relation to the transaction contemplated hereby, and there have been and are
MO
no covenants, agreements, representations, warranties or restrictions between the parties hereto
with regard thereto to other than those set forth herein.
11.07. Further Assurances: Each party agrees to take such actions and execute such
documents as are reasonably necessary or desirable in order to carry out the purposes and intent
of this Agreement.
11.08. Governing Law: This Agreement shall be construed under and in accordance
with the laws of the State of Illinois. The parties hereby consent to the personal jurisdiction of
the courts of the State of Illinois and the federal courts located within the State of Illinois and
waive any objection based on lack of personal jurisdiction or forum non conveniens for claims
brought in such courts.
11.09. Notice: Any notice required or permitted to be delivered hereunder shall be in
writing and deemed to be delivered on the earlier to occur of the date of actual receipt of the
notice (whether by hand delivery, courier, telex or otherwise) or, on the date of refusal on the
first business day when delivery is attempted by United States Mail, postage prepaid, registered
or certified mail, return receipt requested, or by hand delivery, or by recognized overnight
delivery service or by electronic means capable of producing a written confirmation of delivery,
addressed as follows:
Village of University Park
698 Burnham Drive
University Park, Illinois 60466
Attention: Village Manager
Village of Park Forest
350 Victory Drive
Park Forest, Illinois 60466
Attention: Village Manager
27
Village of Bensenville
12 South Center Street
Bensenville, IL 60106
Attention: Village Manager
Elk Grove Village
901 Wellington Ave (Municipal Complex)
Elk Grove Village, Illinois
Attention: Village Manager
A party -may change the address for delivery and receipt of such notice by communicating such
information to the other party in writing not less than three (3) business days in advance of the
effective date thereof.
11.10. Non -Waiver: Any Member's delay or failure to enforce any rights or remedies
hereunder shall not constitute a waiver of any of such rights or remedies.
11.11. Gender: Word of any gender used in this Agreement shall be held and construed
to include any other gender, and words of a singular number shall be held to include the plural
and vice versa, unless the context requires otherwise -
11. 12.
therwise.
11.12. tions: The captions and headings used in connection with this Agreement are
for convenience only and shall not be deemed or construed to limit this meaning of the language
of this Agreement.
11.13. Recordation: Copies of this Agreement shall be recorded in the Office of the
Recorder of Deeds for each County in which any of the Members is located. (65 ILCS 5/11-103-
10).
11.14. Counterparts: This Agreement may be executed in multiple counterparts, each of
which shall be an original, but all of which shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
VILLAGE OF UNIVERSITY PARK
m.
ATTEST:
Village Clerk
President
VILLAGE OF PARK FOREST
By:
President
ATTEST:
Village Clerk
VILLAGE OF BENSENVILLE
By:
President
ATTEST:
Village Clerk
ELK GROVE VILLAGE
ATTEST:
Ann 1. Walsh
Village Clerk
By. . Craig B. Johnson
_Mayor
29
EXHIBIT "B"
BY-LAWS OF THE SOUTH SUBURBAN AIRPORT COMMISSION
ARTICLE I
TRANSITION PERIOD
These By-laws are attached to and incorporated by reference in that certain document
dated September, 2003 and entitled "An Intergovernmental Agreement Providing for the
Creation of the South Suburban Airport Commission and the Planning, Development and
Operation of the South Suburban Airport" {the "IGA"). In executing the IGA, each of the units
of local government which have become Members (as defined therein) under the terms thereof
has adopted these By-laws as the By-laws of the South Suburban Airport Commission (the
"Commission") which was created thereby. As defined in Section 5.09 of the IGA, there exists a
certain "Transition Period" which lasts from the execution of the IGA until the accomplishment
of the last of several "Transition Events." During the "Transition Period" certain "Specified
Acts" (as defined therein) may not be undertaken except upon the approval, as the case may be,
of one of at least one of the "Predevelopment Supporting Members" (as defined therein) or the
approval of each of the Predevelopment Supporting Members and the Founding Members (as
defined therein). During the Transition Period, the application of these By-laws to the "Specified
Acts" is controlled by the provisions of the IGA.
ARTICLE II
GENERAL
Section 2.1. Principal Office. The principal office of the Commission shall be located
within the property of the Commission, or at such other place within the corporate limits of any
of the Commission's Members as the Board of Commissioners shall from time to time select.
Section 2.2. vacancies. Any vacancy occurring in the office of Commissioner shall be
filled by appointment by the applicable Member pursuant to the provisions of the IGA.
Section 2.3. Compensation. Commissioners shall serve without compensation; however,
each Commissioner may be reimbursed for actual and reasonable out of pocket expenses in
accordance with reasonable business practices as the Board of Commissioners may, from time to
time, adopt.
Section 2.4. General Powers of Board. The Board of Commissioners shall have and
exercise all the powers, duties and authority conferred upon it from time to time by the Members,
pursuant to the IGA, or as otherwise provided or permitted by law.
ARTICLE IH
MEETINGS
Section 3.1. Annual Meeting. The annual meeting of the Board of Commissioners of the
Commission shall be held on the first Monday in January each year for the transaction of such
business as may come before the meeting. If the first Monday is a legal holiday, the annual
meeting shall be held on the next business day.
Section 3.2. Regular Meetings. The Board of Commissioners shall meet on such dates
and times as shall be fixed by the Board of Commissioners. The regular meeting in January of
each year shall coincide with the annual meeting scheduled for the same day.
Section 3.3. Special Meetings. Special meetings of the Board of Commissioners may be
called by or at the request of the Chairman or any Commissioners. Business conducted at
special meetings shall be limited to those items specified in the agenda.
Section 3.4. Place of Meetings. Any annual, regular or special meeting of the
Commission shall be held at the principal office of the Commission or at such other place within
the corporate limits of any of the Commission's Members as the Board of Commissioners shall
from time to time select.
Section 3.5. Notice of Meetings. Public notice of annual, regular and special meetings of
the Commission shall be given in accordance with the provisions of the Open Meetings Act (5
ILCS 120/1 et seq.). In addition, notice of any special meeting, including the time, place and
purpose of such meeting, shall be given at least forty eight (48) hours previously thereto by
written notice delivered personally, by facsimile, or by telephone call by the Secretary or
Chairman to each Commissioner. If notice be given by facsimile, such notice shall be deemed to
be delivered when the facsimile transmission is made. In the case of an emergency, less than
forty eight (48) hours may be given; provided, however, that as much notice as is practicable
shall be given.
Any Commissioner may waive notice of any meeting. The attendance of a Commissioner
at any meeting shall constitute a waiver of notice of such meeting, except where a Commissioner
attends a meeting for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Section 3.6. Quorum. Except as otherwise provided in the IGA, a majority of the Board
of Commissioners who are duly appointed shall constitute a quorum for the transaction of
business at any meeting of the Board of Commissioners, provided, that if less than a majority of
such Commissioners are present at said meeting, a majority of the Commissioners present may
adjourn the meeting from time to time without further notice.
Section 3.7 Manner of Acting. Except as otherwise required herein or in the IGA, the act
of the majority of the Commissioners present at a meeting at which a quorum is present shall be
the act of the Board of Commissioners. Each Commissioner shall be entitled to one (1) vote.
Such vote may be cast only by the Commissioner or the Alternate Commission. Proxy or
absentee voting shall not be permitted.
Section 3.8. Electronic Attendance. Attendance and participation by Commissioners at
meetings shall be allowed through electronic means provided that such attendance is notices and
otherwise conducted in a manner which complies with any applicable governing law of the State
2
of Illinois regulating electronic attendance and open meetings. To the extent such law may
provide, Commissioners attending by electronic means may count toward the establishment of a
quorum, may participate in debate and may vote on matters properly before the Commission at
any duly noticed meeting thereof. Attendance through electronic means shall be reflected in the
minutes. Any Commissioner attending via electronic means shall not be counted in determining
whether a quorum is present and shall not be entitled to vote on any matters presented.
Section 3.8. Order of Business. The order of business at any regular meeting of the Board
of Commissioners shall be as follows:
(A)
Call to Order.
(B)
Roll Call.
(C)
Consent Agenda.
(D)
Approval of Minutes.
(E)
Reports of Officers.
(F)
Reports of Standing Committees
(G)
Consideration of Old Business.
(H)
Consideration of New Business.
(1)
Adjournment.
Any By-law or rule respecting the consideration of business of the Board may be
suspended by a majority vote of the Board (except that during the Transition Period as defined in
the IGA, such majority vote shall include the vote of the Board Member representing one of the
Predevelopment Supporting Members provided further that if there is no majority vote of the
Members, the vote of the Board Members representing each of the Founding Members and the
Predevelopment Supporting Members shall be sufficient to take such action) in respect to the
business considered at any meeting, but any such suspension shall not apply to subsequent
meetings of the Board.
Section 3.09. Rules of Proceeding. The Commission shall determine its own rules of
proceeding. The latest edition of Roberts Rules of Order shall govern the actions of the Board at
all meetings except as may be otherwise provided by these By-laws or by the Commission's
rules of proceeding.
ARTICLE IV
OFFICERS
Section 4.1. Number. The officers of the Commission shall consist of a Chairman, a
Vice -Chairman, a Secretary and a Treasurer and such other officers as may be established by the
Commission pursuant to an amendment to these By-laws. Any two or more offices may be held
by the same person, except the offices of Chairman and Secretary.
Section 4.2. Election, Term of Office and Vacancies. The officers of the Commission
shall be elected annually by the Board of Commissioners at the annual meeting of the Board.
Each officer shall hold office until his successor shall have been duly elected and shall have
qualified or until said office has been declared vacant by the Board of Commissioners for any of
the reasons set forth in Section 4.4 hereof.
Section 4.3. Removal. Any officer elected by the Board of Commissioners may be
removed by a two-thirds (2/3) vote of the Board (provided however that during the Transition
Period as defined in the IGA, such two-thirds vote shall include the vote of the Board Member
representing at least one of the Predevelopment Supporting Members, and provided further that
if there is no 2/3 vote, the vote of the Board Members representing each of the Founding
Members and the Predevelopment Supporting Members shall be sufficient to remove such
officer), whenever in its judgment the best interests of the Commission would be served thereby.
Such officer shall remain a Commissioner unless removed by the Member represented by said
Commissioner.
Section 4.4. Vacancies. A vacancy in an office may occur by reason of resignation,
death, permanent physical or mental disability rendering the person incapable of performing the
duties of the office or removal from office pursuant to Section 4.3. A vacancy in any office,
except the office of Commissioner, may be filled by the Board of Commissioners for the
unexpired portion of the term.
Section 4.5. Chairman. The Chairman shall be the chief executive officer of the
Commission and shall preside at all meetings of the Board of Commissioners. He may sign, with
the Secretary, any deeds, mortgages, bonds, contracts, or other instruments which the Board of
Commissioners have authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Commissioners or by these By-laws to some
other officer or agent of the Commission. In addition, the Chairman shall have such other duties
as are normally performed by the presiding officer of a governmental entity or as may be
prescribed by the Board of Commissioners from time to time.
Section 4.6. Vice -Chairman. In the absence of the Chairman, the Vice -Chairman shall
perform the duties of the Chairman, and when so acting, shall have all the powers of, and be
subject to all the restrictions upon the Chairman. The Vice -Chairman shall perform such other
duties as from time to time may be assigned to him by the Chairman or by the Board of
Commissioners.
Section 4.7. Secretary. The Secretary shall keep the minutes of the Board of
Commissioners' meetings in one or more books provided for that purpose; shall see that all
notices are fully given in accordance with applicable law; shall keep the seal of the Commission
and all papers belonging to the Commission; shall perform the duties ordinarily performed by the
Secretary of the governing body of a governmental entity, and such other duties as from time to
time may be assigned to him by the Chairman or by the Board of Commissioners.
Section 4.8. Treasurer. The Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Commissioners shall
determine; shall have supervision and general responsibility for all funds and securities of the
Commission, the receipt of monies due and payable to the Commission and for the deposit of all
such monies in the name of the Commission in such banks, trust companies or other depositories
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as shall be authorized by the Board of Commissioners; shall perform the duties ordinarily
performed by the Treasurer of the governing body of a governmental entity, and such other
duties as from time to time may be assigned to him by the Chairman or by the Board of
Commissioners.
ARTICLE V
Section 5.1. Committee of the Whole. There shall be a Committee of the Whole, which
shall consist of all of the members of the Board of Commissioners, and which shall perform such
duties as authorized by the Chairman or by the Board of Commissioners.
Section 5.2 Standing Committees. The Board of Commissioners shall form such standing
committees as it deems necessary. Each such committee shall have a chairman appointed by the
Chairman of the Board of Commissioners and which shall perform such duties as authorized by
the Chairman or by the Board of Commissioners. Committee Chairman may create temporary
sub -committees and appoint the members -thereof.
Section 5.3. Ad Hoc Committees. There may be a number of other committees authorized
by the Board of Commissioners or the Board Chairman, which shall consist of members
appointed by the Chairman, and which shall perform such duties as authorized by the Chairman
or by the Board of Commissioners.
ARTICLE VI
PERSONNEL
The executive, management and operating personnel of the Commission shall consist of
such other officers, employees, agents, consultants and attorneys as may, from time to time, be
authorized to be employed by the Board of Commissioners.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 7.1. Contracts. The Board of Commissioners, by ordinance or resolution, may
authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of, and on behalf of the Commission.
Section 7.2. Loans. No loans shall be contracted on behalf of the Commission, and no
evidences of indebtedness shall be issued in its name, unless authorized by ordinance or
resolution of the Board of Commissioners as provided for in the IGA.
Section 7.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued shall, from time to time, be determined
by ordinance or resolution of the Board of Commissioners; provided, however, that any and
every person who as Commissioner, officer, Treasurer or employee of the Commission is
authorized by the Board of Commissioners to make or enter into contracts of deposit or
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withdrawal or to collect, receipt for or enter into contracts for the expenditure or disbursement of
the funds of the Commission shall be named as principal upon a fidelity bond, with a corporate
surety approved by the Board of Commissioners and in an amount which shall be hereafter
specified by appropriate action of the Board. Any such bond shall fully protect and save harmless
the Commission from any wrongful deposit, withdrawal, conversion, use or expenditure of funds
of the Commission and shall be placed and remain on file in the principal office of the
Commission.
Section 7.4. Deposits. All funds of the Commission not otherwise employed shall be
deposited, from time to time, to the credit of the Commission in such banks, trust companies or
other depositories as the Board of Commissioners may select and as permitted by applicable law.
Funds of the Commission not needed for current expenditure may be invested in such securities
as the Board of Commissioners may authorize or direct, to the extent permitted by applicable
law. The safekeeping of any such securities shall be a responsibility of the Treasurer of the
Commission.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Commission shall begin on the 1 st day of January in each year, and
end on the 31 st day of December of the same year.
ARTICLE IX
SEAL
The Board of Commissioners shall provide an official seal for the Commission, which
shall be impressed on the official copy of these By-laws contained in the corporate minute book.
ARTICLE X
CONFLICT WITH IGA
In the event of any conflict between any of the terms, provisions or covenants contained
in the IGA and any provision of these By-laws, as amended, the terns, provisions and covenants
contained in the IGA shall be deemed, for all purposes, to control.
ARTICLE XI
AMENDMENTS
Except for a temporary suspension of a By-law pursuant to Section 3.9 hereof, and
subject to the provisions of Article I hereof, these By-laws may be altered, amended or repealed
and new By-laws may be adopted as follows: such alterations, amendments, or repealed
provisions may be proposed at any meeting of the Committee of the Whole or at any monthly
meeting or special meeting of the Board of Commissioners of the Commission; such changes
may not be acted upon by the Board of Commissioners until the next monthly meeting of the
Board of Commissioners, and then must be approved by a two/thirds (2/3) vote of the Board of
Commissioners (except that during the Transition Period as defined in the IGA, such two/thirds
vote shall include the affirmative vote of the Board Member representing one of Elk Grove
Village or the Village of Bensenville or if there is no 2/3 vote, the affirmative vote of each of the
Founding Members and the Predev
action). elopment Supporting Members shall be sufficient to take such
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As amended and enacted by the Board of Commissioners this
day of September,
(SEAL)
EXHIBIT "C"
INITIAL PHASE ELEMENTS OF THE SOUTH SUBURBAN AIRPORT
1. Airfield
a. Single 10,000 ft. long CATI/CATII runway and parallel taxiway system, capable
of handling FAA Group IV aircraft
b. Apron area (933,000 sq. ft.)
2. Passenger terminal size (net area 97,817 sq. ft. — gross area 142,812 sq. ft.) and curbside
length (690 ft) to include.
a. Domestic / international area (11,727 sq. ft.)
b. Holdroom area (9,881 sq. ft.), 5 gates and loading bridges
c. Domestic arrivals (15,725 sq. ft.)
d. Baggage handling area (18,040 sq. ft.)
e. Airline space area (18,084 sq. ft.), occupied by at least two airlines under a
signatory use and lease agreement
f. Other tenants area (3,337 sq. ft.)
g. Airport Authority area (6,631 sq. ft.)
h. Concessions area (14,391 sq. ft.), at least 50 percent occupied
3. Auto parking area (459,382 sq. ft.)
4. Ground access road requirements
a. Upgrading of West Offner Rd. and South Will Center Rd. to access the terminal
from Hwy. 57 and Dixie Hwy.
b. Access to the ATCT and ARFF facilities with a separate security access, as well
as access to Sanger Field and a service road entrance from West Eagle Lane.
5. All necessary public utilities
Document N: 1348589 vA