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HomeMy WebLinkAboutORDINANCE - 2963 - 11/18/2003 - INTERGOVERNMENTAL AGRMT/AMEND & RESTATEDORDINANCE NO. 2963 AN ORDINANCE AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT (ORD.NO.2951) PROVIDING FOR THE PLANNING, DEVELOPMENT AND OPERATION OF THE SOUTH SUBURBAN AIRPORT AND THE CREATION OF THE SOUTH SUBURBAN AIRPORT COMMISSION NOW, THEREFORE, BE IT ORDAINED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: The Amended and Restated 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 (Exhibit A) of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor of Elk Grove Village. Section 2: That the Village Clerk is hereby authorized to publish this Ordinance in pamphlet form, Section 3: That this Ordinance shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 18th day of November, 2003. APPROVED this 18th day of November, 2003. APPROVED: Craig B. Johnson, Mayor ATTEST: Ann L Walsh, Village Clerk 0rdwutlwuburbm03=eked.&c PUBLISHED this 219` day of November 2003 in pamphlet form. THE AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT PROVIDING FOR THE PLANNING, DEVELOPMENT AND OPERATION OF THE SOUTH SUBURBAN AIRPORT AND THE CREATION OF THE SOUTH SUBURBAN AIRPORT COMMISSION This Amended and Restated Intergovernmental Agreement (the "Agreement') is dated as of November , 2003. The Agreement is entered into by and between each of the following units of local government (together with such additional units of local government as may, from time to time, be admitted into membership as "Subsequent Members" as hereinafter defined and provided), (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 1 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 "unit of local government" as that term is defined in Article VII, Section 1, of the Constitution of Illinois, 1970. Additionally, the following 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 to use their credit, revenues, and other resources to pay the costs and to service debt related to intergovernmental activities; and WHEREAS, the Intergovernmental Cooperation Act (5 ILCS 220/1, et seg.) 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 2 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: "Any public agency entering into an agreement pursuant to this act may appropriate funds and may sell, lease give, authorize the receipt of grants, or otherwise supply the administrative joint board or other legal or administrative entity created to operate the joint or cooperative undertaking by such personal or services therefore as may be within its legal power to furnish" (5 ILCS 220/4); and WHEREAS, the Intergovernmental Cooperation Act further specifically provides that: "(A)ny one or 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 9 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 further provides that: 'The Commission of any airport established under the `Intergovernmental Cooperation Act' 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 or the municipalities entering into an Intergovernmental Agreement to establish and operate an airport and its facilities under this Act." (620 ILCS 20/4). 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 "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 M and SNC-Lavalin (respectively, the "Pre -Development Services Agreement" and the "Consultants'); and WHEREAS, the purpose of the Pre -Development Services Agreement is to retain the services of the "Consultants," as hereinafter 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 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; and WHEREAS, the Founding Members and the Predevelopment Supporting Members have heretofore entered into the "Intergovernmental Agreement Providing For The Planning, E Development And Operation Of The South Suburban Airport And The Creation Of The South Suburban Airport Commission" dated as of the _date of September, 2003, and now find it necessary and convenient to modify said agreement through the adoption of this amendment and restatement thereof: 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 Airport and shall further exercise such powers and authorities as the Members may presently 0 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, and its Board of Directors, (as hereinafter defined and provided) 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. This covenant shall not be deemed to apply to any general aviation airport located within the counties of Will 7 and Kankakee as the same may exist as of the date hereof and as the same may be configured as of the date hereof. 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 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. "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. 4.03. "Architectural Services": shall mean any professional service as defined in Section 5 of the Illinois Architectural Practice Act of 1989. 4.04. "Board of Directors" shall mean the Board of Directors constituted pursuant to Section 5.06 hereof. 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 F3 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. "Consultants": shall mean LCOR Holdings LLC and SNC-Lavalin. 4.09. "Director" or "Directors": shall mean, as the context requires, one or more Commissioners or Alternative Commissioners together with a Director appointed by the Governor of the State of Illinois elected or appointed to the Board of Directors pursuant to the provisions of Section 5.06 hereof. 4.10. "Engineering Services": shall mean any professional services as defined in Section 4 of the Professional Engineering Act of 1989. 4.11. "Initial Phase": shall have the meaning set forth in Section 5.09. 4.12. "Land Surveying Services": shall mean any professional service as defined in Section 5 of the Illinois Professional Land Surveyor Act of 1989. 4.13. "Legal Services": shall mean any professional services provided or to be provided by one or more attorneys licensed to practice law in the State of Illinois or before the bar of any other state or the District of Columbia. 4.14. "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. 4.15. "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. 4.16. "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. 4.17. "Predevelopment Supporting Member" or "Predevelopment Supporting Members" shall mean one or all of the following Members, as the context may provide: the Village of Bensenville or Elk Grove Village. 4.18. "Management Services": shall mean professional services for the development, construction, operation and management of the Airport. 4.19. "Predevelopment Supporting Members' Contribution" shall have the meaning set forth in Section 5.12. 4.20. "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. 4.21. "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. 4.22. "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. 4.23. "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. 4.24. "Subsequent Member" shall mean a unit of local government which becomes a Member subsequent to the date first referenced above in the manner hereinafter provided. 4.25. "Terminated Member" shall mean any Member which loses its status as such, voluntarily or involuntarily, in the manner and subject to the terms hereinafter provided. 4.26. "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. 4.27. "Transition Event" shall have the meaning set forth in Section 5.09. 4.28. "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 10 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, its Board of Directors or any Committeesubeemmittee thereof, shall be conducted in accordance with the "Open Meetings Act" (5 ILCS 120/1 et seq) and the Commission shall comply with the requirements of the Local Records Act (50 ILCS 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 reside 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, and subject to the provisions of Section 5.12 hereof, additional governmental entities may become Members ("Subsequent Members") upon such terms and conditions as the majority of the Members (except as otherwise provided herein) shall deem appropriate. The approval of Subsequent Members for membership 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 5.12, any such vote 11 shall include the vote of at least one of Commissioners representing the Predevelopment Supportinz Members Elk Greve 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 2/3 of the other Members, (except that during the Transition Period, any such vote shall include the vote of at least one of the Predevelopment Supporting Members Elk Grove Village ort e Village of ), 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. Upon the effective date of the withdrawal or expulsion of any Member as herein provided, those persons functioning as the Commissioner or the Alternate Commissioner for such withdrawing or expelled Member shall cease to function in those capacities and shall be conclusively deemed to have automatically vacated their positions as such together with any other office to which they have been elected or appointed with the Commission including their membership on any standing or ad hoc committee created by the Commission or its Board of Directors pursuant to the By-laws 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 12 herein or in the By-laws. The terms of Commissioners and Alternate Commissioners 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. There shall be no limitation on the reappointment of the same persons to the positions of Commissioner and Alternate Commissioner and such Commissioners and Alternate Commissioners shall continue to serve after the expiration of their respective terms until their respective successors are appointed as otherwise provided herein or in the By-laws incorporated herein by reference. 5.05 Meetings and Notices: The Commission shall meet no less frequently than once each calendar quarter. An annual organization meeting shall be held on the first Monday of January of each year; except that if such day shall fall upon a nationally recognized holiday, such meeting shall be held on the second Monday of January of any such year. The organizational meeting shall satisfy the requirement that the Commission hold a required quarterly meeting during the first quarter of each year. In addition to the required quarterly meetings, duly appointed Commissioners (or, in the absence of one or more of such Commissioners, their respective Alternate Commissioners) may call such special meetings of the Commission as they deem necessary or beneficial. Except for 13 the date of the required annual meeting as herein provided, the dates of regular quarterly meetings and specials meetings shall be established as provided in the By-laws. Notice of every regular or specially called meeting of the Commission shall be given to each Member and such Member's respective Commissioner and Alternate Commissioner and shall minimally include the date, location, time and agenda for such meeting and shall be delivered in advance of such meetings at such addresses and in a manner as may be provided in the By-laws. 5.06 Board of Directors: At sueh time as the Genmnission shall eensist of faere seveft Me...be there There shall be created a Board of Directors which shall govern the day-to- day affairs of the Commission. The Board of Directors shall initially consist of four Directors appointed as follows: (i) Each of the Founding Members shall appoint a Director from among their respective Commissioners and Alternate Commissioners. (ii) Each of the Predevelopment Supporting Members shall appoint a Director from among their respective Commissioners and Alternate Commissioners. At such time as the Commission shall consist of more than seven members the Board shall consist of seven Directors appointed as set forth in Section 5.07.. Except as hereinafter provided in Section 5.07 below, six Directors shall be elected by the Commission at its required annual meeting in January of each year and shall be chosen from among those persons serving as Commissioners and Alternate Commissioners. The election shall be conducted in conformance with the By-laws. The seventh Director shall be appointed by the Governor of the State of Illinois. Should the Governor fail to appoint a Director during the first calendar quarter of any year, a seventh Director shall be elected by the Commission at its required quarterly meeting to be conducted 14 during the second calendar quarter of any such year. In such case, the seventh Director shall be elected from among the Commissioners and Alternate Commissioners not already serving as Directors in the same manner as the then serving Directors were elected at the annual meeting of the Commission. During the month of January of each year, but in each case after the date of the required annual meeting of the Commission as provided in the preceding Section, the Directors shall hold a required annual meeting at which they shall, among other items of Commission business, elect the officers of the Commission. There shall at a minimum.irtintally-be a Chairman, a Vice - Chairman, a Secretary, a Treasurer together with such other officers as the Board (or the Commission by amendment to the By-laws) may, from time to time, provide. The duties and responsibilities of the Commission's officers shall be as provided in the By-laws. Except as otherwise provided in Section 5.07 below, all officers shall be elected at the Board's annual organizational meeting and shall serve for a term of one (1) year commencing at the time of their election, provided however that the Commission by special appointment shall appoint the initial Executive Director, who shall serve as the Chief Executive Officer of the Commission. There shall be no limitation on the election of the same Commissioner to the position of Director or, upon the election of the same as a Director, to the same office in successive years. Directors and officers of the Commission shall continue to serve after the expiration of their respective terms until their respective successors are elected or appointed as herein otherwise provided or in the By-laws incorporated herein by reference. The Board of Directors shall call and conduct their meetings and business in all ways consistent with the requirements listed in Section 5.01 hereof. 15 5.07 Board of Directors — Transition Period: If, during the Transition Period, the Commission shall consist of more than seven Members, the Board of Directors there shall then immediately be increased to of -seven Directors. During the Transition Period, the Board of Directors shall be appointed in the following manner: (i) Each of the Founding Members shall appoint a Director from among their respective Commissioners and Alternate Commissioners. (ii) Each of the Predevelopment Supporting Members shall appoint a Director from among their respective Commissioners and Alternate Commissioners. (iii) To the extent that one or more of the communities of (a) Crete, (b) Monee, (c) Peotone and (d) Beecher shall become, and remain, Members in good standing of the Commission, those Members shall appoint one Director from among the Commissioners and Alternate Commissioners appointed to the Commission by said Members. Should none of the communities identified in this subsection (iii) become or remain Members in good standing then, during the Transition Period, an additional Director shall be chosen as provided in subsection (iv) below. (iv) To the extent that one or more communities belonging to the South Suburban Mayors and Managers Conference shall become, and remain, Members in good standing of the Commission (excluding the communities identified in subpart (iii) hereof) , the Conference shall appoint one Director from among the Commissioners and Alternate Commissions appointed to the Commission from among such Members. The Conference may, in the same manner and from the Commissioners and Alternate Commissioners appointed from the same Member communities belonging to the Conference, appoint a second Director if none of the communities 16 identified in subsection (iii) hereof become and remain Members in good standing of the Commission. Should none of the communities identified in this subsection (iv) become or remain Members in good standing then, during the Transition Period, one Director, or if the conditions for the appointment of a Director provided in subsection (iii) above are not met, two Directors shall be appointed to the Board in the same manner as provided in Section 5.06 hereof. (v) One Director shall be appointed by the Governor of the State of Illinois. In the event the Governor fails to appoint a Director within three months of the formation of the Board of Directors as provided in this Section 5.07 then, during the Transition Period, one additional Director shall be appointed to the Board in the same manner as provided in Section 5.06 hereof. The Board of Directors composed of the Directors appointed in the manner set forth in this Section 5.07 shall serve and govern the day -today activities of the Commission throughout the Transition Period and, thereafter, until their successors are elected or appointed as provided in Section 5.06 hereof. Should any Director appointed to the Board during the Transition Period resign or otherwise be unable to continue to serve as a Director, that Director's replacement shall be appointed by the same Member or the Governor, as the case may be, as shall have initially appointed the resigning or incapacitated Director. Once a Transition Event has occurred and the Transition Period has concluded as provided in Section 5.12 hereof, the Board of Directors shall thereafter be elected and appointed as provided in Section 5.06. 5.08 Standing and Ad Hoc Committees, Regional Infrastructure Committee: The Board of Directors shall have the power to create such standing and ad hoc committees to assist it in the management of the Commission's business as the Board may, from time -to -time, deem 17 appropriate or beneficial. Except as otherwise herein provided, the purposes for which such committees may be created, the number and identity of the persons serving on such committees and their terms of office shall be within the sound discretion of the Board. Such committees shall be established by resolution of the Board and formally entered into the Board's records. In a similar manner, the Board may, in its sound discretion, expand, reduce or eliminate such committees when it determines that such action is appropriate or beneficial. Notwithstanding the foregoing, there shall be created a standing committee of the Board entitled the "Regional Transportation and Infrastructure Committee" which shall consist of one person appointed from each of the following communities: (a) Crete, (b) University Park, (c) Monee, (d) Peotone and (e) Beecher. The persons appointed to this Committee shall be appointed by the Mayor or President of each such city or village with the advice and consent of such city or village's corporate authorities. The members of this Committee shall serve at the pleasure of the Mayor or President who initially appointed them. This Committee shall be charged with the responsibility of assembling information and making reports and recommendations to the Board of Directors of the Commission on issues related to the location, development, construction and financing of transportation, utility and other improvements located or to be located off-site of the South Suburban Airport which may be necessary or advantageous to the development, promotion and functioning of the South Suburban Airport. The Board of Directors of the Cormnission may make available to the Committee such of its experts and consultants as the Board of Directors of the Commission may find helpful to the Committee in the discharge of its responsibilities. Such reports and recommendations shall be addressed to the Board of Directors of the Commission and shall be advisory only; they shall not be binding upon the Commission or its Board of Directors. W The members of this Committee shall name their own chairman and shall call and conduct their meetings and business in all ways consistent with the requirements listed in Section 5.01 hereof. 5.09. By-laws: Attached hereto and incorporated as Exhibit `B" are the By-laws of the Commission and its Board of Directors . All of the business of the Commission and the Board of Directors shall be conducted in accordance with the By-laws. The powers and duties of the Board of Directors and of the Commission's officers 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 and the Board of Directors thereunder. Subject to the limitations contained in Section 5.12 hereof, the Commission or the Board of Directors may, from time to time, propose modifications to the By-laws. The Commissioners may, at any regular meeting or special meeting called for that purpose, 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 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 19 amended during the term of this Agreement, the terms, provisions and covenants contained in this Agreement shall be deemed, for all purposes, to control. 5.10. Compensation: All Commissioners, Alternate Commissioners, Directors and officers of the Commission together with any persons serving on any standing or ad hoc committee of the Board shall serve without compensation. Commissioners, Alternate Commissioners, Directors 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. 5.11. Powers and Duties: Subject to the limitations set forth in Section 5.12 hereof, the Commission, acting through its Board of Directors 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. 5.12 Reserved Rights of Predevelonment Supporting Members: (a) Transition Period and Transition Events: 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 its Board of Directors of any of the "Specified Acts" identified in subsection (b) below shall only occur upon the passage and approval of such Specified Acts in accordance with the particular voting limitations contained in subsection (b). The Transition Events shall be as follows: (1) 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 cl 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 (`BPA"), the Illinois Department of Transportation ("IDOT'), 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 (2) 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 of Section 5.14 of this Agreement and the Assignment and Consent Agreement of even date among the Commission, the Predevelopment Supporting Members and the ConsultantsDevelepers, the Predevelopment Supporting Members have assigned to, and the Commission has accepted and the Develepers Consultantshave consented to the assignment of the Pre -Development Agreement. By virtue of this assignment, the Commission has acquired the right to receive the BeveleperConsultants'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 DevelepeFs-Consultantsunder 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 -Consultants 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 the Develepex Consultants and any other paments to lawyers and consultants for work in furtherance of the establishment of the Commission and approvals for the construction and operation of the South Suburban Airport, including but not limited to the reimburse of the Founding Members for reasonable and demonstrated attorneys' fees and costs related to the evaluation and participation in the development of this Agreement pursuant to Article Nine; 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. (b) Specified Acts - Minimum Voting Requirements: The following Specified Acts shall, in each case, except as otherwise noted require the affirmative vote of Commissioners (or 21 Alternate Commissioners, as the case may be) or of Directors constituting the majorities hereinafter provided: (1) Specified Acts Requiring Commission Approval: Except as otherwise noted, any of the following Specified Acts of the Commission shall require (A) the affirmative vote of a majority of all the Commissioners or their respective Alternate Commissioners which majority shall include the affirmative vote of at least one of the Commissioners or their respective Alternate Commissioners appointed from one of the Predevelopment Supporting Members, or (B) if a majority of the Commissioners or respective Alternate Commissioners does not so affirmatively vote for the approval of a Specified Act, the affirmative vote of each of Commissioners, or respective Alternate Commissioners, as the case may be, of the Founding Members and the Predevelopment Supporting Members shall be sufficient for passage of said Specified Act or (C) in the case of subsection (v) and (vi) below, approval shall require the affirmative vote of two-thirds (2/3) of the Commissioners, or respective Alternate Commissioners and the affirmative vote of each Commissioner, or respective Alternate Commissioner, of the Founding Members and the Predevelopment Supporting MmebersMembers: (i) The amendment of Section 3.6 Quorum, Section 3.7 Manner of Acting and Section 4.3 Removal of the By-laws, shall mqu4e majefity consent of the Members, (ii) The modification of the plans for the Initial Phase of the Airport mayopAy w provided further that the consent of the each of the Predevelopment Supporting Members shall be required to approve any modification or modifications of the Inaugural Airport as described on Exhibit C, paragraphs 1, 2, and 3 which as a result of such modification or modifications the Inaugural Airport does not contain each every one of the following minimum elements: (1) Runway: CATI/CATII, over 8,500 ft, capable of handling FAA Group IV aircraft; (2) Aprons: at least 839,700 square feet of apron area; (3) 22 Terminal size: Gross area of at least 121, 390 square feet, with curbside length of at least 600 feet; (4) Holdroom area: at least 9,000 square feet; (5) Gates: at least 5 gates with five loading bridges. (iii) The addition of any Subsequent Members to the Commission. (iv) The acquisition, sale, lease or other 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. (v) The termination of this Agreement pursuant to Article Ten. (vi) The expulsion of any Member pursuant to Section 5.03. (vii) The approval of the terms of any debt financing provided that such financing shall be limited to non-recourse revenue instruments on which the general credit of the Members and/or the Commission is nor pledged as collateral. (2) Specified Acts Requiring Board Approval: Except as otherwise noted, any of the following Specified Acts of the Board of Directors shall require (A) the affirmative vote of a majority of all the Directors which majority shall include the affirmative vote of at least one of the Directors representing one of the Predevelopment Supporting Members, or (B) if a majority of the Directors does not so affirmatively vote for a Specified Act, the affirmative vote of a majority of the Directors representing the Founding Members and the Predevelopment Supporting Members shall be sufficient for passage of said Specified Act: (i) The retention or termination of any Manager, Architect, Surveyor, Engineer, Attorney, or other contractor. (ii) 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 of 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. (iii) The execution of any contracts as provided in Section 5.13. 5.13. Contracts: Subject to Section 5.12, the Board of Directors may, from time to time, authorize the Chairman to execute contracts and related documents and further may authorize the Secretary to attest to the execution of such contracts and related documents. Such contracts and 23 documents may include, but not by way of limitation, agreements related to loans, leases or other financing instruments provided that the Commission shall have first approved same„ 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 the Board 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 Board may determine to be appropriate. Pursuant to the Transferred Authority, the Board shall utilize such selection procedures as it deems appropriate and as may be consistent with applicable law, in order to enter into all contracts_ and 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 to applicable law. Nothing herein shall be construed as a limitation upon the application of any laws which shall 24