HomeMy WebLinkAboutORDINANCE - 2970 - 1/13/2004 - SOUTH SUBURBAN AIRPORTORDINANCE NO. 2970
AN ORDINANCE AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
THE AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT (ORD.
NOS. 2951 and 2963) 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 13th day of January, 2004.
APPROVED this 1P day of January, 2004.
APPROVED:
Craig B. Johnson. Mayor
ATTEST:
Ann 1. Walsh, Village Clerk
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PUBLISHED this 16"' day of January 2004 in pamphlet form.
ExlAbit A
Ordinance No. 2970
January 13, 2004
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 January , 2004. 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, 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, 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 Members intend to confer upon the Commission (as hereinafter defined
and created) all powers recognized by the Constitution of Illinois, 1970, Article VII, Section 10,
which 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:
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"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 personnel 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 22015); and
WHEREAS, the corporate authorities of each Member which is a 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
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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 further 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
and SNC-Lavalin (respectively, the "Pre -Development Services Agreement" and the
"Consultants"); and
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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 have created, and by the adoption and execution of this
Amended and Restated Agreement, confirm the creation of the Commission in conformance with
the Joint Airports Act and further confirm that they have transferred to, and have agreed to
exercise, combine and enjoy jointly with, the Commission the powers referenced in the
foregoing recitals as well as those powers which are 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,
Development And Operation Of The South Suburban Airport And The Creation Of The South
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Suburban Airport Commission" dated as of October 20, 2003, and now find it necessary and
appropriate 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 have heretofore created a Joint Airport Commission as authorized
in 620 ILCS 20/2 which is now, and shall continue to be known as, the "South Suburban Airport
Commission" (hereinabove and hereinafter sometimes referred to as the "Commission"). The
Commission has been established for the purpose of planning, developing, funding, constructing
and operating the South Suburban Airport and shall continue to further exercise such powers and
authorities as the Members may presently enjoy, or such powers and authorities as may be
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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, EXCLUSNITY 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. Except to the extent a Member has
expressly agreed in writing to pledge its full faith and credit with respect to the planning,
development, funding, construction, and operation of the Airport, under no circumstances
whatsoever shall the individual Members (as distinguished from the Commission) be held liable,
or otherwise be found obligated, to pledge their full faith credit, be compelled to levy taxes, or be
required to pay, encumber or expend any of their financial resources, monies, accounts or
deposits in order to assure, carry -out or achieve the planning, development, funding,
construction, and operation of the Airport, and no such relief shall be claimed or sought as
against the individual Members (as distinguished from the Commission) from other Members or
from third -parties.
3.02. Each Member covenants and promises to take no action which is inconsistent
with, or fail to take action which is consistent 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
through the Commission in the planning, development, creation, funding, operation, and
maintenance of the South Suburban Airport (including but not limited to the the planning,
development, creation, funding, operation, and maintenance 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 such 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 (an airport that does not hold a
certificate issued by the Federal Aviation Administration under Part 139 of the Federal Aviation
Regulations) located within the counties of Will, Kankakee and Cook 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, documents 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
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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. "Airport Development Build -out and Enforcement Provisions" shall have the
meaning set forth in Section 5.12.01 (b) (3).
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. `Board" or "Board of Directors" shall mean the Board of Directors constituted
pursuant to Section 5.06 hereof.
4.06. "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.
4.07. "Commissioner" shall mean a person appointed by a Member to serve on the
Commission in the capacity of a Commissioner as herein provided.
4.08. "Construction Services" shall mean labor and/or material services in furtherance of
the construction and development of the Airport.
4.09. "Consultants" shall mean LCOR Holdings LLC and SNC-Lavalin.
4.10. "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.
4.11. "Director" or "Directors" shall mean, as the context requires, one or more
Commissioners or Alternate Commissioners, or a Director appointed by the Governor of
the State of Illinois, or a Director appointed by the Kankakee River Valley Area Airport
Authority, elected or appointed to the Board of Directors pursuant to the provisions of
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Section 5.06 hereof.
4.12. "Engineering Services" shall mean any professional services as defined in Section
4 of the Professional Engineering Act of 1989.
4.13. "Founding Member" or "Founding Members" shall mean one or both of the
following Members, as the context may provide: the Village of Park Forest or the Village
of University Park.
4.14. "Initial Phase" shall have the meaning set forth in Section 5.09.
4.15. "Land Surveying Services" shall mean any professional service as defined in
Section 5 of the Illinois Professional Land Surveyor Act of 1989.
4.16. "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.
4.17. "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.
4.18. "Management Services" shall mean professional services for the development,
construction, operation and management of the Airport.
4.19. "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.
4.20. "Predevelopment Supporting Member" or "Predevelopment Supporting Members"
shall mean one or both of the following Members, as the context may provide: the
Village of Bensenville or Elk Grove Village.
4.21. "Predevelopment Supporting Members' Contribution" shall have the meaning set
forth in Section 5.12.
4.22. "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 Consultants.
4.23. "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
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Commission or the Airport.
4.24. "South Suburban Airport Commission" or "Commission" shall mean the
Commission created pursuant to the terms of this Agreement.
4.25. "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.
4.26. "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.
4.27. "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.
4.28. "Transition Event" or "Transition Events" shall have the meaning set forth in
Section 5.12.
4.29. "Transition Period" shall have the meaning set forth in Section 5..12.
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, its Board of Directors or any Committee 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 Alternate Commissioners may be elected or
appointed officers or officials of 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"). The approval of Subsequent Members for
membership shall require the vote of a majority of the Commissioners (or, in the absence of any
of the Commissioners, their respective Alternate Commissioners) appointed from all of the
Members, except that (i) during the Transition Period, as defined in Section 5.12 hereof, any
such vote shall include the vote of at least one of the Commissioners (or in the absence of any of
such Commissioner, the respective Alternate Commissioner) appointed from either of the
Predevelopment Supporting Members, and (ii) after the Transition Period any such vote shall
include the vote of at least one of the Commissioners (or in the absence of any of such
Commissioner, the respective Alternate Commissioner) appointed from either of the Founding
Members.
5.03. Withdrawal and Expulsion of Members. Any Member may withdraw from the
Commission upon not less than sixty (60) days prior written notice to the other Members. Upon
the vote of not less than 2/3 of the other Members, except that (i) during the Transition Period,
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any such vote shall be in accordance with the requirements of Section 5.12.02 (1)(B) and (ii)
after the Transition Period any such vote shall be in accordance with the requirements of Section
5.12.03 (1) (B), 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 this Agreement or the By-laws of the Commission.
Section 5.12 hereof contains specific provisions providing for the voluntary withdrawal
of the Predevelopment Supporting Members upon the occurrence of all of the Transition Events
and at the conclusion of the Transition Period.
5.04. Term. Each Commissioner, together with the Alternate Commissioner appointed to
serve in the absence of such Commissioner, shall serve at the pleasure of the Member
appointing same. Except as otherwise provided in the first sentence hereof, Commissioners and
their respective Alternate Commissioners shall serve for a concurrent period of four years unless
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such Commissioner (and/or Alternate) shall resign or be removed as otherwise provided 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. 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 Alternate Commissioners 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 terns until their respective successors are appointed as otherwise provided herein or
in the By-laws incorporated herein by reference.
5.05 Meetings and Notices. An annual organization meeting of the Commission shall be
held in January of each year. The Commission shall thereafter meet as frequently as may be
necessary or beneficial to conduct such business as may properly come before the Commission
under the terms of this Agreement. Additional meetings of the Commission shall be called by
the Chairman, the Board of Directors or by two or more of the Commissioners (or, in the absence
of one or more of such Commissioners, their respective Alternate Commissioners). Notice of the
required annual meeting and every other additional meeting of the Commission shall be given to
each Member and such Member's respective Commissioner and Alternate Commissioner and
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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. All meetings of the Commission shall be called, noticed and conducted in
accordance with the requirements of Section 5.01 hereof and the By-laws.
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5.06. Board of Directors.
5.06.01. Board of Directors- Transition Period. During the Transition Period, at
such time as the Commission shall consist of seven or more Members, there shall then be
immediately created a Board of Directors of the Commission which shall consist of seven
Directors appointed or elected, as the case may be, in the following manner:
(i) The two Founding Members shall each appoint a Director from among its
respective Commissioners and Alternate Commissioners.
(ii) The two Predevelopment Supporting Members shall each appoint a Director
from among its respective Commissioners and Alternate Commissioners.
(iii) To the extent that one or more of the governmental bodies of (a) Crete, (b)
Monee, (c) Peptone, or (d) Beecher, shall become, and remain, Members in good standing of the
Commission, those Members shall collectively be entitled to appoint one Director from among
the Commissioners and Alternate Commissioners appointed to the Commission by said
Members. Should the governmental bodies identified in this subsection (iii) fail to appoint one
Director within one month after the formation of the Board of Directors, or should none of the
governmental bodies identified in this subsection (iii) become or remain Members in good
standing, then, during the Transition Period, the Kankakee River Valley Area Airport Authority
("KRVAAA") shall be entitled to appoint one Director from among the members of the
KRVAAA (but KRVAAA shall not be a Member of the Commission). Should the KRVAAA
fail to appoint a Director within one month after the date on which the KRVAAA is entitled to
appoint a Director, one Director, shall be elected to the Board as provided in Section 5.06.03
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(iv) To the extent that one or more communities belonging to the South Suburban
Mayors and Managers Association ("Association') shall become, and remain, Members in good
standing of the Commission (including the communities identified in subpart (iii) hereof), the
Association shall be entitled to appoint one Director from among the Commissioners and
Alternate Commissioners appointed to the Commission from among such Members. Should the
Association fail to appoint a Director within one month after the formation of the Board of
Directors or should none of the communities identified in this subsection (iv) become, or remain,
Members in good standing then, during the Transition Period, one Director, shall be elected to
the Board as provided in Section 5.06.03.
(v) The Governor of the State of Illinois shall be entitled to appoint one Director
either from among the Commissioners (or Alternate Commissioners) of the Members in good
standing (who is not already a Director) or an employee of the State. In the event the Governor
fails to appoint a Director within two months of the formation of the Board of Directors as
provided in this Section 5.06.01 then, during the Transition Period, one Director shall be elected
to the Board as provided in Section 5.06.03.
(vi) Those Directors appointed or elected in the manner set forth in subsections (i)
through (v) hereof shall function as the Board of Directors until such time as all seven Directors
are appointed or elected, as the case may be, as herein provided.
5.06.02 Board of Directors — Post Transition Period. Upon the occurrence of
each and every one of the Transition Events and the conclusion of the Transition Period as
provided for in Section 5.12 hereof and immediately after the voluntary withdrawal of the
Predevelopment Supporting Members in accordance with Section 5.13 hereof after all of the
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Transition Events have occurred, the Board of Directors shall consist of five Directors appointed
or elected, as the case may be, in the following manner:
(i) The two Founding Members shall each appoint a Director from among its respective
Commissioners and Alternate Commissioners.
(ii) To the extent that one or more of the governmental bodies of (a) Crete, (b) Monee,
(c) Peotone, or (d) Beecher shall become, and remain, Members in good standing of the
Commission, those Members shall collectively be entitled to appoint one Director from among
the Commissioners and Alternate Commissioners appointed to the Commission by said
Members. Should the governmental bodies identified in this subsection (ii) fail to appoint one
Director within one month after the formation of the Board of Directors or should none of the
governmental bodies identified in this subsection (ii) become or remain Members in good
standing then, after the Transition Period, the KRVAAA shall be entitled to appoint one Director
from among the members of the KRVAAA (but KRVAAA shall not be a Member of the
Commission). Should the KRVAAA fail to appoint a Director within one month after the date
on which the KRVAAA is entitled to appoint a Director, one Director, shall be elected to the
Board as provided in Section 5.06.03.
(iii) To the extent that one or more governmental bodies belonging to the South
Suburban Mayors and Managers Association (the "Association") shall become, and remain,
Members in good standing of the Commission (including the governmental bodies identified in
subpart (ii) hereof), the Association shall be entitled to appoint one Director from among the
Commissioners and Alternate Commissioners appointed to the Commission from among such
Member communities. Should the Association fail to appoint a Director within thirty days of
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the formation of the Board of Directors provided for in this Section 5.06.02, or should none of
the governmental bodies identified in this subsection (iii) become or remain Members in good
standing, one Director shall then be elected to the Board as provided in Section 5.06.03.
(iv) The Governor of the State of Illinois shall be entitled to appoint one Director either
from among the Members in good standing (who is not already a Director) or an employee of the
State. In the event the Governor fails to appoint a Director within 60 days of the formation of the
Board of Directors provided for in this Section 5.06.02, or within the first three months of any
calendar year thereafter, one Director shall then be elected to the Board as provided in Section
(v) The Board of Directors elected or appointed, as the.case may be, in the manner set
forth in subsections (i) through (iv) hereof shall function as the Board of Directors until such
time as all five Directors are appointed or elected, as the case may be, as herein provided.
5.06.03 Appointment of Certain Director Vacancies. Should the entities in Section
5.06.01 (iii), (iv) or (v) or Section 5.06.02 (ii), (iii) or (iv) fail to appoint a Director or should
none of the communities referenced in Section 5.06.01 (iii) or (iv) or in Section 5.06.02 (ii) or
(iii), as the case may be, become or remain Members in good standing, then the Commission
shall elect such Director(s) from among Commissioners or Alternate Commissioners that do not
already hold Director positions by a majority vote of the Commissioners, or in the absence of
any one or more Commissioners, their respective Alternate Commissioners, as evidenced by the
adoption of a resolution approving same, provided however that
(i) during the Transition Period any such majority vote shall include the vote at least one
of the Commissioners, or in the absence of any one of those Commissioners, their respective
Alternate Commissioners, appointed from the Predevelopment Supporting Members, and
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provided further that during the Transition Period in the absence of a majority vote of the
Commissioners (or their respective Alternate Commissioners) the affirmative vote of each of the
Commissioners (or their respective Alternate Commissioners) appointed by the Founding
Members and the Predevelopment Supporting Members shall be sufficient to elect such Director,
IMI
(ii) after the Transition Period, any such majority vote shall include the vote at least one
of the Commissioners, or in the absence of any one of those Commissioners, their respective
Alternate Commissioners, appointed from the Founding Members, and provided further that in
the absence of a majority vote of the Commissioners (or their respective Alternate
Commissioners) the affirmative vote of each of the Commissioners (or their respective Alternate
Commissioners) appointed by the Founding Members shall be sufficient to elect such Director.
5.06.04 Board of Directors -Powers. Term and Officers. The Board of Directors
composed of the Directors appointed and elected in the manner set forth in this Section 5.06 shall
serve and govern the day -today activities of the Commission and shall serve until their
successors are appointed or elected as herein provided. The Board of Directors shall have the
authority to exercise any and all of the authority conferred on the Commission under Article 6
hereof. Should any Director appointed or elected to the Board resign or otherwise be unable to
continue to serve as a Director, that Director's replacement shall be appointed or elected in the
same manner and by the same authority or the Governor, as the case may be, as shall have
initially appointed the resigning or incapacitated Director.
Except for the year in which the post Transition Period Board of Directors is initially
formed, during the month of January of each succeeding year, but in each case after the date of
the required annual meeting of the Commission as provided in Section 5.05, the Board of
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Directors shall hold a required annual meeting. Directors, whether appointed or elected, shall
serve for a term of one (1) year commencing at the time of their election, or until their respective
successor shall be appointed or elected as hereinabove provided. Once formed, the Board of
Directors shall, from amongst the Directors appointed or elected thereto, appoint 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 officers so
appointed shall simultaneously function as the officers of the Board and of the Commission. The
duties and responsibilities of the Commission's officers shall be as provided in the By-laws. In
addition, the Board of Directors may appoint an Executive Director who shall serve as the
principal administrator of the business of the Commission. The officers and the Executive
Director thus elected and appointed shall serve for a term of one (1) year. The 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.
There shall be no limitation on the reappointment or reelection of the same
Commissioner or Alternate Commissioner to the position of Director or, upon the reappointment
or reelection of the same as a Director, to the reelection of a Director to the same office
previously held by such Director in successive years. 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.
5.07. Intentionally Omitted.
5.08 Standing and Ad Hoc Committees; Regional Infrastructure Committee. The Board
of Directors shall have the power to create such standing and ad hoe committees to assist it in the
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management of the Commission's business as the Board of Directors may, from time -to -time,
deem 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 of
Directors. Such committees shall be established by resolution of the Board of Directors and
formally entered into the Board of Directors' records. In a similar manner, the Board of
Directors may, in its sound discretion, expand, reduce or eliminate such committees, appoint
additional persons to such committees, remove previously appointed persons from such
committees as and when the Board of Directors deems such action to be appropriate or
beneficial.
There shall be created a standing committee of the Board of Directors entitled the
"Regional Transportation and Infrastructure Committee" which shall be composed of nine
committee members selected by the Board of Directors except that the Board of Directors shall
select as the Chairman thereof a Commissioner or Alternate Commissioner appointed from any
one of the following communities provided that such community must be a Member in good
standing of the Commission: (a) University Park, (b) Crete, (c) Monee, (d) Peotone or (e)
Beecher. The members of this committee shall serve at the pleasure of the Board of Directors.
This committee shall call and conduct their meetings and business in all ways consistent with the
requirements listed in Section 5.01 hereof. This committee shall be charged with the
responsibility of assembling information and making reports and recommendations to the Board
of Directors 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
22
functioning of the South Suburban Airport and the surrounding area. The Board of Directors
may make available to the committee such of its experts and consultants as the Board of
Directors may find helpful to the committee in the discharge of its responsibilities. Such reports
and recommendations made by any and all committees shall be addressed to the Board of
Directors, shall be advisory, and shall not be binding upon the Commission or its Board of
Directors.
5.09, By-laws. Attached hereto and incorporated as Exhibit "B" are the By-laws of the
Commission. 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, or in the absence of
any one or more Commissioners, their respective Altemate Commissioners, as evidenced by the
adoption of a resolution approving same, provided however that
(i) during the Transition Period any such majority vote shall include the vote at least one
of the Commissioners, or in the absence of any one of those Commissioners, their respective
Alternate Commissioners, appointed from the Predevelopment Supporting Members, and
provided further that during the Transition Period in the absence of a majority vote of the
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Commissioners (or their respective Alternate Commissioners) the affirmative vote of each of the
Commissioners (or their respective Alternate Commissioners) appointed by the Founding
Members and the Predevelopment Supporting Members shall be sufficient to make such
modification effective, and
(ii) after the Transition Period, any such majority vote shall include the vote at least one
of the Commissioners, or in the absence of any one of those Commissioners, their respective
Alternate Commissioners, appointed from the Founding Members, and provided further that in
the absence of a majority vote of the Commissioners (or their respective Alternate
Commissioners) the affirmative vote of each of the Commissioners (or their respective Alternate
Commissioners) appointed by the Founding 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 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 of Directors shall serve without compensation. Commissioners,
Alternate Commissioners, Directors, the Executive Director, and any officers and employees of
the Commission together with any persons serving on any standing or ad hoc committee of the
Board of Directors 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.
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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 Predevelopment Supporting Members and the Founding
Members.
5.12.01 Transition Period and Transition Events.
(a) The "Transition Period" shall be that period of time measured from the date
of the initial formation of the South Suburban Airport Commission by the Founding Members
and the Predevelopment Supporting Members to the date on which each and every one of the
"Transition Events" identified below shall have occurred. Notwithstanding any contrary
provision contained in this Agreement, during the Transition Period, the approval by the
Commission or its Board of Directors of any of the "Specified Acts" identified in subsection
5.12.03 below shall occur only upon the passage and approval of such Specified Acts in
accordance with the particular voting limitations contained in subsection 5.12.03.
(b) The Transition Events shall consist of each and every one of the
following:
(1) Completion of the construction of the "Initial Phase" of, and the commencement of
scheduled passenger airline service and other commercial airline 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 ("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 the Predevelopmcnt
Supporting Members have issued a Notice to the Commission stating that in their reasonable
25
opinion the full and complete performance, attainment and occurrence of all of the Transition
Events described in this subparagraph have occurred. Specifically, but not by way of limitation,
these Transition Events shall be deemed to include the recognition by the State of Illinois of the
Commission as the sponsor of the Airport and, further, the execution of a formal binding
agreement by the State of Illinois with the Commission to complete the acquisition of all of the
land necessary for the construction of the "Initial Phase" of the Airport and the transfer of that
land to the Commission; and
(2) The Predevelopment Supporting Members shall have been paid in full for the
"Predevelopment Supporting Members' Contribution" as hereinafter defined, and the
Predevelopment Supporting Members shall have issued a notice to the Commission that they
have been paid in full for the Predevelopment Supporting Members' Contribution.
(A) The "Predevelopment Supporting Members' Contribution" shall mean the following
amounts paid by the Predevelopment Supporting Members:
(i) all amounts paid by the Predevelopment Supporting Members to the
Consultants pursuant to the Pre -Development Services Agreement; and
(ii) all amounts paid by the Predevelopment Supporting Members for professional
legal and consulting services relating to the Predevelopment Services Agreement; and
(iii) all amounts paid by the Predevelopment Supporting Members for
professional legal and consulting services relating to the development and negotiation of this
Agreement; and
(iv) all amounts paid by the Predevelopment Supporting Members for
professional legal and consulting services relating to any agreement with the Consultants and any
other payments to lawyers and consultants for work in fiutherance of the establishment and
business of the Commission and the South Suburban Airport, the selection of the Developers,
and federal, state and local approvals relating to the South Suburban Airport, including but not
limited to the reimbursement to the Predevelopment Supporting Members of payments for
reasonable and demonstrated attorneys' fees and costs of the Founding Members related to the
Founding Members' evaluation and participation in the development of this Agreement pursuant to
Article Nine; and
(v) interest on the foregoing from the date such amounts were paid by the
Predevelopment Supporting Members through the date of payment to Predevelopment
Supporting Members of the Predevelopment Supporting Members' Contribution, at the prime
rate plus two percent (2%) as such rate is established by Bank One in Chicago as on the date of
payment of the Predevelopment Supporting Members' Contribution.
(B) The Predevelopment Supporting Members' Contribution shall bear interest at the
rate set forth in the previous sub -paragraph 2(A)(v), above. The Predevelopment Supporting
Members' Contribution shall be paid to the Predevelopment Supporting Members in equal
shares. The Predevelopment Supporting Members' Contribution shall be paid and the
Development Services Agreement shall provide that Predevelopment Supporting Members'
Contribution shall be paid to the Predevelopment Supporting Members from the funds generated
by the initial financing of the Airport. The Predevelopment Supporting Members shall provide
the Commission with documentation establishing the exact amounts of the Predevelopment
Supporting Members' Contribution paid by Predevelopment Supporting Members.
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(3) A Development Services Agreement shall have been executed, which, in the
reasonable opinion of the Predevelopment Supporting Members, shall contain the following
specific and enforceable build -out and enforcement provisions (the "Airport Development Build-
out and Enforcement Provisions") (i) obligations on the Developer[s] providing for the long term
development and ultimate build -out of the Airport for a period of at least twenty-five (25) years
beyond the Initial Phase, including provisions requiring additional improvements and
landsidetairside capacity expansions tied to the achievement of certain express and unambiguous
milestones and benchmarks which shall trigger required improvements and expansion at the
Airport; (ii) covenants identifying the Predevelopment Supporting Members by their proper
names (the Village of Elk Grove and the Village of Bensenville) as parties intended to be directly
benefited by the performance of the Development Services Agreement; and (iii) provisions
providing that the Predevelopment Supporting Members shall be considered third party
beneficiaries under Illinois law of the Development Services Agreement and of this Agreement,
and granting the Predevelopment Supporting Members the right individually or collectively to
sue in their own names to enforce the Development Services Agreement through any action at
law and in equity and to thereby seek any remedy, including but not limited to specific
performance, for a violation of the provisions of the Development Services Agreement,
particularly the covenants related to the long term development of the Airport, provided,
however, that under no circumstances whatsoever shall the individual Members (as distinguished
from the Commission) be held liable or otherwise be found obligated to pledge their full faith
credit, be compelled to levy taxes, or be required to pay, encumber or expend any of their
financial resources, monies, accounts or deposits in order to assure, carry -out or achieve the
ultimate build -out of the Airport, and no such relief shall be claimed or sought as against the
individual Members (as distinguished from the Commission).
(c) Under the terms of Section 5.15 of this Agreement and the Assignment and
Consent Agreement among the Commission, the Predevelopment Supporting Members and the
Consultants, the Predevelopment Supporting Members will have assigned to, and the
Commission will have accepted and the Consultants will have consented to the assignment of the
Pre -Development Services Agreement. By virtue of this assignment, except as otherwise
provided in the Pre -Development Services Agreement, the Commission has acquired the right to
receive the Consultants' 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
27
hereby agree to continue to fund the balance of the fees due the Consultants under the Pre -
Development Services Agreement subject to the obligations to pay the Predevelopment
Supporting Members' Contribution as provided for herein.
5.12.02 Minimum Voting Requirements During the Transition Period.
(1) Specified Acts During the Transition Period Requiring Commission Approval.
(A) Except as otherwise noted, any of the following Specified Acts of the Commission
during the Transition Period shall require (i) 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 (ii) 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 their
respective Alternate Commissioners, of the Founding Members and the Predevelopment
Supporting Members shall be sufficient for passage of said Specified Act:
(i) Any amendment of the By-laws.
(ii) The addition of any Subsequent Members to the Commission and the election of
Board of Director's vacancies pursuant to Section 5.06.03.
(iii) 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.
(iv) Approval and amendment of the Budget in accordance with Section 8.01.
(B) Except as otherwise noted, any of the following Specified Acts of the Commission
during the Transition Period 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 each of the Founding Members and the
Predevelopment Supporting Members:
(i) The termination of this Agreement pursuant to Article Ten.
(ii) The expulsion of any Member pursuant to Section 5.03.
(C) Except as otherwise noted, any of the following Specified Acts of the
Commission during the Transition Period shall require the affirmative vote of three-fourths (3/4)
of the Commissioners, or respective Alternate Commissioners, and the affirmative vote of each
Commissioner, or respective Alternate Commissioner, of each of the Founding Members and the
Predevelopment Supporting Members:
(i) The modification of the plans for the Initial Phase of the Airport 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 would not contain each every one of the
following minimum elements: (1) Runway: CATVCATII, over 8,500 ft, capable of
handling FAA Group IV aircraft; (2) Aprons: at least 839,700 square feet of apron
area; (3) 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.
(ii) Any modification of provisions of the Airport Development Build -out and
Enforcement Provisions of the Development Services Agreement (subject to the
rights of the Predevelopment Supporting Members as set forth herein).
Notwithstanding the foregoing, nothing in this Agreement shall affect or impair or be
deemed to affect or impair the rights of the Predevelopment Supporting Members to
enforce the Airport Development Build -out and Enforcement Provisions.
(2) Specified Acts Requiring Board Approval. Except as otherwise noted, any of the
following Specified Acts of the Board of Directors during the Transition Period shall require (A)
the affirmative vote of a majority of all the Directors which majority shall include the affinnative
29
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 any such
Specified Act, the affirmative vote of each Director of the Founding Members and the
Predevelopment Supporting Members shall be sufficient for passage of said Specified Act:
(i) Appointment of the Executive Director and election of the Officers
(ii) Removal of the Executive Director and removal of Officers.
(iii) The retention or termination of any Manager, Architect, Surveyor,
Engineer, Attorney, or other contractor.
(iv) The initiation, defense, settlement or compromise of any litigation
affecting the Commission, the Airport, any 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 any
application for any governmental approval.
(v) The execution of any contracts as provided in Section 5.14.
(vi) 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 not pledged as collateral.
(vii) Approval or amendment of the proposed Budget in accordance with
Section 8.01.
5.12.03 Minimum Voting Requirements After the Transition Period.
(1) Specified Acts After the Transition Period Requiring Commission Approval.
(A) Except as otherwise noted, any of the following Specified Acts of the Commission
after the Transition Period shall require (i) 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 Founding Members, or (ii) 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 their respective
30
Alternate Commissioners, of the Founding Members shall be sufficient for passage of said
Specified Act:
(i) Any amendment of the By-laws.
(ii) 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.
(iii_ Approval and amendment of the Budget in accordance with Section 8.01.
(B) Except as otherwise noted, any of the following Specified Acts of the
Commission after the Transition Period 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:
(i) The termination of this Agreement pursuant to Article Ten.
(ii) The expulsion of any Member pursuant to Section 5.03.
(iii) The addition of any Subsequent Members to the Commission and the election of
Board of Directors vacancies pursuant to Section 5.06.03.
(C) Except as otherwise noted, any of the following Specified Acts of the
Commission after the Transition Period shall require the affirmative vote of three-fourths (3/4) of
the Commissioners, or respective Alternate Commissioners, and the affirmative vote of each
Commissioner, or respective Alternate Commissioner, of each of the Founding Members:
(i) Any modification of provisions of the Airport Development Build -out
and Enforcement Provisions of the Development Services Agreement (subject to the
rights of the Predevelopment Supporting Members as set forth herein).
Notwithstanding the foregoing, nothing in this Agreement shall affect or impair or be
deemed to affect or impair the rights of the Predevelopment Supporting Members to
enforce the Airport Development Build -out and Enforcement Provisions.
(2) Specified Acts Requiring Board Approval. Except as otherwise noted, any of the
following Specified Acts of the Board of Directors after the Transition Period shall require (A)
31
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 Founding Members, or (B) if a
majority of the Directors does not so affirmatively vote for any such Specified Act, the
affirmative vote of both of the Directors representing the Founding Members shall be sufficient
for passage of said Specified Act:
(i) Appointment of the Executive Director and election of the Officers.
(ii) Removal of the Executive Director and of Officers.
(iii)The retention or termination of any Manager, Architect, Surveyor, Engineer,
Attorney, or other contractor.
(iv) The initiation, defense, settlement or compromise of any litigation affecting the
Commission, the Airport, any 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, or any application for any governmental approval.
(v) The execution of any contracts as provided in Section 5.14.
(vi) 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 not pledged as collateral.
(vi) Approval and amendment of the proposed Budget in accordance with Section
8.01.
5.13. Voluntary Withdrawal of the Predevelopment Supporting Members. Upon the full
and complete performance, attainment and accomplishment of each and every one of the
Transition Events identified in Section 5.12.01 (b) (1), (2) and (3) hereof, in the reasonable
opinion of the Predevelopment Supporting Members, the Transition Period identified therein
shall end, and the Predevelopment Supporting Members shall voluntarily withdraw from
membership in the Commission upon the terms and conditions contained in this Agreement and,
particularly, this Section 5.13.. The criteria of "full and complete performance, attainment and
accomplishment of each and every one of the Transition Events" shall not be deemed to be
satisfied by substantial performance.
32
Subject to Section 5.12, at such time as the Board of Directors reasonably believe that
each and every one of the Transition Events have been fully and completely performed, attained
and accomplished, as herein provided, the Board shall deliver a written notice (the "Notice of
Completion of Transition Events") to the Predevelopment Supporting Members, setting forth in
detail the basis for that determination including a detailed description of the performance,
attainment and accomplishment of the Transition Events. The delivery of the Notice of
Completion of Transition Events shall be verified, in the case of each of the Predevelopment
Supporting Members, by the countersignature of the Commissioner, or in the Commissioner's
absence, the respective Alternate Commissioner, appointed by the respective Predevelopment
Supporting Member. The Notice of Completion of Transition Events shall further provide that
each of the Predevelopment Supporting Members shall have twenty-one (21) days from the date
of the receipt by the Predevelopment Supporting Members of the Notice of Completion of
Transition Events to provide the Board with a written response (the "Response") to the Notice of
Completion of Transition Events. If the Response of either of the Predevelopment Supporting
Members concurs in the Board's finding, then the concurring Predevelopment Supporting
Member or Members, as the case may be, shall be deemed to have withdrawn from membership
in the Commission five (5) business days after the date of the concurring Predevelopment
Supporting Member's or Members' Response. If one or both of the Predevelopment Supporting
Members fails to provide the Response within twenty-one (2 1) days of the date of the receipt by
the Predevelopment Supporting Members of the Notice as herein provided, then either or both of
the Predevelopment Supporting Members which shall have failed to provide a Response shall be
conclusively deemed to have withdrawn from the Commission twenty-six (26) days after the
33
receipt by the Predevelopment Supporting Members of the Notice of Completion of Transition
Events.
If the Response of either or both of the Predevelopment Supporting Members disputes the
Board's finding as contained in the Notice of Completion of Transition Events, in whole or in
part, the disputing Predevelopment Supporting Member or Members, as the case may be, shall
include in each such Response an itemization of each of the elements of the Transition Events
identified in Section 5.12 hereof as to which such Predevelopment Supporting Member contends
that there has not been "full and complete performance, attainment and accomplishment." If the
Board of Directors and the disputing Predevelopment Supporting Member(s) are unable to reach
an agreement with respect to the resolution of the disputed matters set forth in the Response(s) of
the Predevelopment Supporting Member(s), the Predevelopment Supporting Member(s) shall
have the right to pursue any remedy available at law or in equity, including but not limited to
injunctive and declaratory relief and specific performance. Until the matters in dispute are
finally determined by a court of competent jurisdiction, or otherwise resolved by agreement
among the parties, the Transition Period shall not be deemed to have ended and the
Predevelopment Supporting Members shall continue to be Members and the Commissioners and
the Alternate Commissioners appointed from the Predevelopment Supporting Members shall
continue to serve as Directors and/or officers of the Commission.
5.14. Contracts. Subject to Section 5.12, the Board of Directors may, from time to time,
authorize the Chairman, the Executive Director or an officer of the Commission 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 documents may include, but not by
way of limitation, agreements related to loans, leases or other financing instruments provided
34
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 of
Directors shall utilize such selection procedures as it deems appropriate and as may be consistent
with applicable law, in order to enter into all contracts.
Notwithstanding the foregoing, the Board of Directors shall not authorize the execution
of the Development Services Agreement unless that agreement contains specific and enforceable
(i) obligations on the Developer[s] providing for the long term development and ultimate build-
out of the Airport for a period of at least twenty-five (25) years beyond the Initial Phase,
including provisions requiring additional improvements and landsidelairside capacity expansions
tied to the achievement of certain express and unambiguous milestones and benchmarks which
shall trigger required improvements and expansion at the Airport, and such Development
Services Agreement (such triggering events might be framed in terms of the passage of years (ie.
5, 10, 15, 25, etc. year programs) or other suitable benchmark events such as utilization of the
Airport by a specified number of passengers or by a specified number of flights); (ii) covenants
identifying the Predevelopment Supporting Members by their proper names (the Village of Elk
Grove and the Village of Bensenville) as parties intended to be directly benefited by the
35
performance of the Development Services Agreement; (iii) provisions providing that
Predevelopment Supporting Members shall be considered third party beneficiaries under Illinois
law of the Development Services Agreement and of this Agreement, and granting the
Predevelopment Supporting Members the right individually or collectively to sue in their own
names to enforce the Development Services Agreement through any action at law and in equity
and to thereby seek any remedy for a violation of the provisions of the Development Services
Agreement, particularly the covenants related to the long term development of the Airport,
including but not limited to specific performance, provided, however, that under no
circumstances whatsoever shall the individual Members (as distinguished from the Commission)
be held liable or otherwise be found obligated to pledge their full faith credit, be compelled to
levy taxes, or be required to pay, encumber or expend any of their financial resources, monies,
accounts or deposits in order to assure, carry -out or achieve the ultimate build -out of the Airport,
and no such relief shall be claimed or sought as against the individual Members (as distinguished
from the Commission); (iv) provisions obligating the Developer(s) to actively market, solicit and
diligently pursue the location or relocation of commercial passenger airlines and cargo carriers to
the Airport.
In executing this Agreement, the Commission and each of the Members of the
Commission agree, represent and warrant to the Predevelopment Supporting Members, that the
Development Services Agreement shall contain an express provision identifying the
Predevelopment Supporting Members by their proper names (the Village of Elk Grove and the
Village of Bensenville) together with an affirmative covenant identifying the Predevelopment
Supporting Members as parties intended to be directly benefited by the performance of the
Development Services Agreement and providing that the Predevelopment Supporting Members
36
shall be considered to be third party beneficiaries of that agreement under Illinois law and that
the Predevelopment Supporting Members, or either of them, may enforce the terms of the
Development Services Agreement through any appropriate action at law or in equity including,
without limitation, injunctive and declaratory relief as well as specific performance of the terms
of the Development Services Agreement.
The Commission and each of its Members represent and warrant to the Predevelopment
Supporting Members that, upon the withdrawal of the Predevelopment Supporting Members as
provided in Section 5.13 hereof, said Predevelopment Supporting Members shall continue to be
parties that are intended to be directly benefited by the provisions of this Section 5.14 and, as
such, shall be considered to be third party beneficiaries of this Agreement and of the
Development Services Agreement for the purpose of permitting said Predevelopment Supporting
Members, or either of them, to enforce this Agreement, and particularly this Section 5.14, and
the Development Services Agreement through any appropriate action at law or in equity
including, without limitation, injunctive and declaratory relief as well as specific performance of
the terms of this Agreement, provided, however, that under no circumstances whatsoever shall
the individual Members (as distinguished from the Commission) be held liable or otherwise be
found obligated to pledge their full faith credit, be compelled to levy taxes, or be required to pay,
encumber or expend any of their financial resources, monies, accounts or deposits in order to
assure, carry -out or achieve the ultimate build -out of the Airport, and no such relief shall be
claimed or sought as against the individual Members (as distinguished from the Commission).
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
37
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
establish different standards of compliance or upon the application of requirements for the hiring
of local area businesses/residents.
5.15. Assignment of the Pre -Development Agreement. The Commission, acting through
its Board of Directors, the Predevelopment Supporting Members and the Developers shall enter
into an Assignment and Consent Agreementpursuant 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 5.12 (a) (2) 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 20/1 et
38
seq., particularly Section 20/4 thereof, 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 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. The Commission shall constitute a separate legal entity which may, in its own
name, enter into contracts, sue and be sued, borrow money and execute bonds and other
instruments evidencing such debt, hold title to real and personal property and acquire and
dispose of same all in accordance with the authority transferred to the Commission in Section
. 1 TI :I it
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
39
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).
(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
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)
(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
40
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, and the rules, rulings, regulations, orders or decisions of the
Illinois Department of Transportation. (65 ILCS 5/11-103-5)
(g) 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)
(h) 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. (65 ILCS 5/11-101-1)
(i) 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 otherwise granted herein and in the
statutes enumerated in this Article Six , including engineering, legal, and other expenses,
including predevelopment expenses together with interest thereon. (65 ILCS 5/11-103-2; 620
ILCS 20/4)
ARTICLE SEVEN
PERSONNEL
7.01. Member Officers and Employees. The officers and employees of the various
Members may provide work or other services to the Commission, or its Board of Directors,
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, through its Board of Directors, 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.
41
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. Employment 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 5n-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.
ARTICLE EIGHT
FINANCIAL MATTERS
8.01. Budget. Prior to the commencement of each fiscal year, the Board of Directors
shall propose, and the Commission shall adopt, an annual budget containing estimated revenues
and required and recommended expenditures, all of which shall be presented in a manner which
is in conformity with good fiscal management practices. The Budget shall be approved in
accordance with Section 5.12. The budget, and any proposed or adopted revision to the budget,
shall apply the revenues of the South Suburban Airport to purposes and expenses identified in
Section 8.02 hereof, in the order provided in said Section 8.02 unless and until this Agreement
shall be properly amended to provide otherwise. During the Transition Period, any amendment
to this Agreement must be approved by the majorities hereinbefore identified in this Section
8.01.
8.02. Application of Revenues. All revenues of the South Suburban Airport shall be
deposited in an "Airport Fund." The Revenues of the South Suburban Airport shall mean and
42
include all revenues received by the Commission from the operation of the Airport, including but
not limited to revenues received from the developers, lessees, concession operators, permittees,
fixed -base operators, licensees, and all other persons doing business on the Airport. Revenues
generated from the operation of the South Suburban Airport shall be applied to the following
purposes in the order in which they are hereinafter listed:
(a) The payment of any amounts of the Predevelopment Supporting Members'
Contribution that have not been paid pursuant to Section 5. 12.01 hereof.
(b) The payment of all expenses related to the operation and maintenance of the South
Suburban Airport including salaries of executive, management, and operating personnel,
reimbursement of out of pocket expenses of Commissioners as provided in Section 5.07, and
payment of legal, accounting, consulting and other professional services of the Commission.
(c) The payment of arty principal of, and interest on, any revenue bonds related to the
Airport, including the funding of any accounts required thereunder such as the required provision
of an adequate depreciation fund.
(d) The payment of obligations, if any, of the Commission related to the acquisition of
land for the Airport from the State.
(e) The payment of capital and operating costs of the Airport (to the extent such costs are
not required to by paid by others) as determined by the Board of Directors in accordance with the
provisions of this Agreement.
(f) The payment of costs related to any off -airport infrastructure improvements
determined by the Commission in accordance with the provisions of this Agreement to be
necessary to enhance the efficiency and utility of the Airport.
(g) The balance of Airport revenues shall be distributed to the Members of the
Commission as determined by the Commission in accordance with the provisions of this
Agreement, provided however that no such application to Members shall be made (except as
provided in (a) (b) and (c) above) until after the Transition Period.
8.03. 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.
43
8.04. Insurance. The Commission, through its Board of Directors, shall obtain insurance
of such types and in such amounts as it shall, from time to time, deem necessary.
8.05. Bonds. The Commission and its Board of Directors shall take all actions necessary
and appropriate to authorize the issuance of revenue bonds to finance the costs of acquiring land,
constructing the Airport, reimbursing the Predevelopment Supporting Members for the
Predevelopment Supporting Members' Contribution pursuant to Section 5.12 hereof, and paying
other costs as permitted by law, as more fully set forth in Section 6.02(1). Such actions shall
include, but not be limited to, adoption of an ordinance, resolution, or other measure, as
required, which shall describe in a general way the contemplated project and shall refer to the
plans and specifications therefor. The ordinance or resolution shall also set out the estimated
cost of the project, fix the amount of bonds to be issued, the maturity or maturities thereof, the
interest rate, which shall not exceed the amount permitted by law, and all details in connection
with the bonds. To the extent required by law, the ordinance, resolution, or other measure shall
also declare that a statutory mortgage lien shall exist upon the property of the South Suburban
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.
W,
The bonds shall be sold in such manner and upon such terms as the Commission and its
Board of Directors shall determine.
ARTICLE NINE
INDEMNIFICATION AND REIMBURSEMENT
9.01 Indemnification. To the fullest extent permitted by law, each Member (the
"Indemnif)ing 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 anyway accrue against such other Member,
its officials, agents and 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 Indemnifying Member shall, at its own
expense, satisfy and discharge the same.
9.02 Reimbursement. Subject to and conditioned on reimbursement of the Predevelopment
Supporting Members Contribution as provided for in Section 5.12, 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 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
45
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 5.12 hereof, 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
Commissioners, or their respective Alternate Commissioners, provided however that during the
Transition Period, such 2/3 vote shall include the affirmative vote of each of the Commissioners,
or their respective Alternate Commissioners representing 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 Commissioners, or their respective
Alternate Commissioners, of each of the Founding Members. Once the required number of
Commissioners, or their respective Alternate Commissioners, has voted in favor of such
dissolution as provided in the preceding sentence, the Commission shall immediately cease
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.
46
(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.
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.
47
hereto.
11.02. Assignment. This Agreement shall not be assigned by any Member who is a party
11.03. Severability. Should any Section, subsection, part, term 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 Members hereto and only upon the approval of such amendment by the required
vote therefore as provided in the By-laws and in this Agreement, particularly Section 5.12
hereof. No waiver, approval, consent or other agreement of any Member shall be effective
unless in writing and signed by the Member to be bound.
11.06. Entire Agreement. This Agreement embodies the entire agreement between the
Members hereto with relation to the transaction contemplated hereby, and there have been and
are no covenants, agreements, representations, warranties or restrictions between the Members
hereto with regard thereto other than those set forth herein.
11.07. Further Assurances. Each Member 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 Members hereby consent to the personal jurisdiction of the
48
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
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
49
A Member may change the address for delivery and receipt of such notice by communicating
such information to the other Members 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. Words 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. Captions. The captions and headings used in connection with this Agreement are
for convenience only and shall not be deemed or construed to limit the 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 1LCS 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.
50
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
ATTEST:
Village Clerk
ATTEST:
Village Clerk
ATTEST:
Village Clerk
ATTEST:
Ann I. Walsh
Village Clerk
VILLAGE OF UNIVERSITY PARK
Mayor
VILLAGE OF PARK FOREST
By:
President
VILLAGE OF BENSENVILLE
By:
President
ELK GROVE VILLAGE
By. Craig B. Johnson
Mayor
51
EXHIBIT `B"
BY-LAWS OF THE SOUTH SUBURBAN AIRPORT COMMISSION
ARTICLE I
EFFECTIVENESS
These By-laws are attached to and incorporated by reference in that certain document
dated January , 2004 and entitled "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" (the "IGA"). In executing the IGA, each
of the Members has agreed that these By-laws shall be the By-laws of the Commission and the
Board of Directors. As defined in Section 5.12 of the IGA, there exists a certain Transition
Period which lasts from the initial formation of the Commission until the accomplishment of
each and every one of several Transition Events. During and after the Transition Period certain
Specified Acts (as defined therein) are subject to special voting requirements, as set forth in
Section 5.12.02 and 5.12.03 of the IGA.
ARTICLE 11
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 Directors (sometimes hereinafter referred to as the
"Board") shall from time to time select.
Section 2.2. Vacancies. Except as otherwise set forth in the IGA, any vacancy occurring
in the Commission or the Board shall be filled in the same manner as the original election or
appointment of such position.
Section 2.3. Compensation. Commissioners, Alternate Commissioners, Directors, and
officers of the Commission, together with any persons serving on any committee shall serve
without compensation; however, each such person and the Executive Director 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 Board.
Section 2.4. Definitions. Capitalized terms not otherwise defined herein shall have the
same meaning as such terms are given in the IGA.
ARTICLE III
MEETINGS
Section 3.1. Annual Meetings. The annual meeting of the Commission shall be held in
January each year for the transaction of such business as may come before the meeting.
Except for the year in which the post Transition Period Board of Directors is initially
formed, the Board shall also have an annual meeting, to be held in January of each year, but in
each case after the date of the required annual meeting of the Commission.
Section 3.2. Special Meetings. Special meetings of the Commission may be called by or
at the request of the Chairman, the Board of Directors or by two or more of the Commissioners
(or, in the absence of one or more of such Commissioners, their respective Alternate
Commissioners). Business conducted at special meetings shall be limited to those items
specified in the agenda.
Special meetings of the Board may be called by or at the request of the Chairman or any
Director. Business conducted at special meetings shall be limited to those items specified in the
agenda.
Section 3.3. Place of Meetings. Any meeting of the Commission or the Board 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 or at any other location as the Board shall from time to
time select.
Section 3.4. Notice of Meetings. Public notice of all meetings of the Commission and of
the Board shall be given in accordance with the provisions of the Open Meetings Act (5 ILCS
120/1 et seq.). In addition, notice of every meeting, including the date, location, time and
agenda, shall be given at least forty eight (48) hours previously thereto by written notice
delivered personally or by facsimile, to such addresses and/or facsimile numbers as each
Commissioner or Director, as applicable, shall have on file with the Secretary. 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 or Director may waive notice of any meeting. The attendance of a
Commissioner or Director at any meeting shall constitute a waiver of notice of such meeting,
except where a Commissioner or Director attends a meeting for the express and sole purpose of
objecting to the transaction of any business because the meeting is not lawfully called or
convened.
Section 3.5. Quorum. Except as otherwise provided in the IGA, a majority of the
Commissioners who are duly appointed shall constitute a quorum for the transaction of business
at any meeting of the Commission, 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.
Except as otherwise provided in the IGA, a majority of the Directors who are duly elected
or appointed shall constitute a quorum for the transaction of business at any meeting of the
Board, provided, that if less than a majority of such Directors are present at said meeting, a
majority of the Directors present may adjourn the meeting from time to time without further
noticc.
2
Section 3.6. Manner of Acting. Except as otherwise required herein or in the IGA
(including but not limited to Section 5.12 of the IGA), the act of a majority of the
Commissioners present at a meeting at which a quorum of the Commissioners is present shall be
the act of the Commission.. Each Commissioner shall be entitled to one (1) vote. Such vote
may be cast only by the Commissioner or the Alternate Commissioner. Proxy or absentee voting
shall not be permitted.
Except as otherwise required herein or in the IGA (including but not limited to Section
5.12 of the IGA) the act of a majority of the Board of Directors at a meeting at which a quorum
of the Board of Directors is present shall be the act of the Board.. Each Director shall be entitled
to one (1) vote. Such vote may be cast only by the Director. Proxy or absentee voting shall not
be permitted.
Section 3.7. Electronic Attendance. Attendance and participation by Commissioners or
Directors at meetings shall be allowed through electronic means provided that such attendance is
conducted in a manner which complies with any applicable governing law of the State of Illinois
regulating electronic attendance and open meetings. To the extent such law may provide,
Commissioners and Directors 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
or the Board at any duly noticed meeting thereof. Attendance through electronic means shall be
reflected in the minutes.
Section 3.8. Order of Business. The order of business at any meeting of the Board 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) Reports of Ad Hoc Committees, if any.
(H) Consideration of Old Business.
(I) Consideration of New Business.
(J) Adjournment.
Any By-law or rule respecting the consideration of business by the Commission or the
Board may be suspended in respect to the business considered at any meeting; provided,
however, that such suspension shall be pursuant to the same voting requirements set forth in
Sections 5.09 and Section 5.12 of the IGA regarding amendment of the By-laws, and, further,
that such suspension shall not apply to subsequent meetings of the Commission or the Board.
Section 3.9. 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
Commission at all meetings except as may be otherwise provided by these By-laws or by the
Commission's rules of proceeding.
The Board 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 Board's rules of proceeding.
ARTICLE W
BOARD OF DIRECTORS
Section 4.1. Formation. Pursuant to Section 5.06.01 of the IGA, at such time as the
Commission shall consist of more than seven Members, the Board of Directors shall be created.
During the Transition Period, the Board shall consist of seven Directors. Pursuant to 5.06.02 of
the IGA, upon the occurrence of each and every one of the Transition Events and the conclusion
of the Transition Period as provided in Section 5.12 of the IGA, the Board shall consist of five
Directors. The Directors of the Board of Directors shall be appointed pursuant to the provisions
of Section 5.06 of the IGA.
Section 4.2. Powers and Duties. The Board shall govern the day -today affairs of the
Commission and shall have the powers, duties and authority to exercise any and all of the
authority conferred on the Commission under Article 6 of the IGA, including all such powers,
duties and authority conferred upon it by the Members pursuant to the IGA and these By-laws.
Such powers, duties and authority of the Board shall include, but not be limited to, the following:
(A) Appointment of the Executive Director and officers.
(B) The retention or termination of any Manager, Architect, Surveyor, Engineer,
Attomey, or other contractor.
(C) The initiation, defense, settlement or compromise of any litigation affecting the
Commission, the Airport, any 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 any application for any govemmental approval.
(D) The execution of any contracts as provided in Section 5.14 of the IGA.
(E) 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 not pledged as collateral.
(F) The removal of the Executive Director and officers.
(G) Preparation of the annual budget to be submitted to the Commission for approval
as provided in Section 8.01 of the IGA.
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(H) The retention of a certified public accountant to perform an annual audit of the
financial affairs of the Commission at the end of each fiscal year as provided in Section 8.03 of
the IGA.
(I) The purchase of insurance of such types and in such amounts as it shall, from time
to time, deem necessary, as provided in Section 8.04 of the IGA.
The vote required for approval of items (A) through (F) above shall be pursuant to
Section 5.12 of the IGA.
Notwithstanding the foregoing, the following actions shall require the approval of the
Commission, upon such votes as set forth in the IGA:
(A) The amendment of these By-laws or the IGA.
(B) The modification of the plans for the Initial Phase of the Airport.
(C) The addition of any Subsequent Members to the Commission and the appointment
of any Director pursuant to Section 5.06.03 of the IGA.
(D) 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.
(E) The termination of the IGA pursuant to Section Article Ten of the IGA.
(F) The expulsion of any Member pursuant to Section 5.03 of the IGA.
(G) Approval of the annual budget pursuant to Section 8.01 of the IGA.
ARTICLE VI
OFFICERS
Section 5.1. 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
Board (or by the Commission pursuant to an amendment to these By-laws). The officers so
appointed shall simultaneously function as the officers of the Board and of the Commission.
Any two or more offices may be held by the same person, except the offices of Chairman and
Secretary.
Section 5.2. Election, Term of Office and Vacancies. Except as otherwise provided in the
IGA, the officers of the Commission shall be elected by the Board at its annual meeting and shall
serve for a term of one (1) year commencing at the time of their election. 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
shall continue to serve after the expiration of their respective terms until their respective
successors are elected, or until said office has been declared vacant by the Board for any of the
reasons set forth in Section 5.4 hereof.
Section 5.3. Removal. Any officer elected by the Board may be removed pursuant to the
vote requirement set forth in Section 5.12 of the IGA, whenever in the Board's judgment the best
interests of the Commission would be served thereby. Such officer shall remain a Director
unless otherwise removed pursuant to these By-laws or the IGA.
Section 5.4. 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 5.3. Except as otherwise provided
in the IGA, a vacancy in any office shall be filled in the same manner in which the office was
originally filled.
Section 5.5. Chairman. The Chairman shall be the chief executive officer of the
Commission and shall preside at all meetings of the Board and the Commission. He may sign,
with the Secretary, any deeds, mortgages, bonds, contracts, or other instruments which the Board
has authorized to be executed, except in cases where the signing and execution thereof shall be
expressly delegated, by the Board 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 from time
to time.
Section 5.6. 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.
Section 5.7. Secretary. The Secretary shall keep the minutes of the Commission's
meetings and the Board's 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 by the Chairman or by the Board.
Section 5.8. 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 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 as shall be authorized by
the Commission; 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.
ARTICLE VI
COMMITTEES
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Section 6. 1. Committee of the Whole. There shall be a Committee of the Whole, which
shall consist of all of the Commissioners, and which shall perform such duties as authorized by
the Chairman or by the Commission.
Upon formation of the Board of Directors, the Committee of the Whole shall cease to
exist.
Section 6.2 Standing Committees. The Board shall, by resolution, form such standing
committees as it deems appropriate or beneficial. Except as otherwise provided herein or in the
IGA, 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. Each such committee shall have a chairman appointed by the Chairman of the
Commission and which shall perform such duties as authorized by the Chairman or by the Board.
Committee Chairman may create temporary sub -committees and appoint the members thereof.
The Board shall also have the right, in its sound discretion, to expand, reduce or eliminate such
committees, appoint additional persons to such committees, remove previously appointed
persons from such committees as and when the Board deems such action to be appropriate or
beneficial.
Notwithstanding the above, there shall be created a standing committee of the Board
entitled the Regional Transportation and Infrastructure Committee, pursuant to the provisions of
Section 5.08 of the IGA.
Section 6.3. Ad Hoc Committees. The Board shall form such ad hoc committees as it
deems appropriate or beneficial. Each such committee shall have a chairman appointed by the
Chairman of the Commission and which shall perform such duties as authorized by the Chairman
or by the Board. Committee Chairman may create temporary sub -committees and appoint the
members thereof. The Board shall also have the right, in its sound discretion, to expand, reduce
or eliminate such committees, appoint additional persons to such committees, remove previously
appointed persons from such committees as and when the Board deems such action to be
appropriate or beneficial.
ARTICLE VII
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, including, but not limited to, the appointment of an
Executive Director who shall serve as the principal administrator of the business of the
Commission. The Executive Director shall serve for a term of one year.
ARTICLE VIII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 8.1. Contracts. Subject to the limitations and requirements of Section 5.14 of the
IGA regarding the Development Services Agreement, the Board, by ordinance or resolution, may
authorize the Chairman, the Executive Director or any officerof the Commission to execute
contracts and related documents and may further authorize the Secretary to attest to the execution
of such contracts and related documents, and deliver any instrument in the name of, and on
behalf of the Commission.
Section 8.2. 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 Commission as provided for in the IGA.
Section 8.3. 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; provided, however, that any and every person who as
Commissioner, Director, officer, Treasurer or employee of the Commission is authorized by the
Board to make or enter into contracts of deposit or 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 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 8.4. 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 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
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 IX
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 X
SEAL
The Board shall provide for an official seal of the Commission, which shall be impressed
on the official copy of these Bylaws contained in the corporate minute book.
ARTICLE XI
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 terms, provisions and covenants
contained in the IGA shall be deemed, for all purposes, to control.
ARTICLE XII
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AMENDMENTS
These By-laws may be altered, amended or repealed and new By-laws may be adopted by
resolution passed by only in accordance with the voting requirements of Section 5.09 and
Section 5.12 of the IGA and the provisions of Article I hereof at any meeting called for that
purpose of the Commission.
As amended and enacted by the Commission this day of January, 2004.
{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 5 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