HomeMy WebLinkAboutORDINANCE - 1942 - 2/9/1988 - H.E.L.P. INTERGOVERNMENTAL ARGMTORDINANCE NO. 1942
AN ORDINANCE AUTHORIZING EXECUTION OF AN INTERGOVERN-
MENTAL AGREEMENT PROVIDING FOR THE PAYMENT OF A PROPOR-
TIONATE SHARE OF THE DEBT SERVICE AND RELATED COSTS OF
THE BONDS ISSUED TO PROVIDE FUNDING FOR A JOINT SELF-
INSURANCE RESERVE FUND FOR THE MEMBERS OF THE HIGH-LEVEL
EXCESS LIABILITY POOL (HELP).
WHEREAS, Section 10 of Article VII of the Illinois
Constitutioh of 1970 authorizes units of local government to
contract or otherwise associate among themselves in any manner
not prohibited by law or by ordinance; and
WHEREAS, Chapter 127, Section 741, et seg., Illinois
Revised Statutes, entitled the "Intergovernmental Cooperation
Act," authorizes public agencies to exercise any power or powers,
privileges or authority which may be exercised by such public
agency individually to be exercised. and enjoyed jointly with any
other public agency in the State of Illinois; and
WHEREAS, Section 746 of the Intergovernmental
Cooperation Act, in furtherance of the provisions contained
within Article VII, Section 10 of the Constitution, authorizes an
intergovernmental contract which, among other undertakings,
allows public agencies to jointly self -insure and authorizes each
public agency member of the contract to utilize its funds to
protect, wholly or partially, itself or any public agency member
of the contract against liability or loss in the designated
insurable area; and
WHEREAS, the Local Governmental and Governmental
Employees Tort Immunity Act, Chapter 85, Sections 1-101 through
9-107, of the Illinois Revised Statutes (the "Act") authorizes
multi-year contracts for joint self-insurance and allows self-
insured governments to assert a range of immunities; and
WHEREAS, pursuant to the above laws, a number of
Illinois municipalities (the "Members") have created the High -
Level Excess Liability Pool (the "Agency") as a joint self-
insurance pool for the purpose of seeking the prevention or
lessening of liability claims for injuries to persons or property
or claims for errors and omissions made against the Members and
other parties included within the scope of coverage of the
Agency, which scope of coverage may be amended from time to time;
and
WHEREAS, the Agency was established as of April 1, 1987
under and operates pursuant to an agreement entitled "Contract
and By -Laws -- High -Level Excess Liability Pool" (the "Contract
and By -Laws") and a "Memorandum of Coverage," bearing the
retroactive date of April 1, 1987, as amended from time to time
(the "Memorandum of Coverage"); and
WHEREAS, the Agency and the Members have determined to
increase the amount of coverage specified in Article VIII of the
Contract and By -Laws, to be backed by a joint self-insurance
reserve fund initially financed from proceeds of bonds to be
issued by the Village of Elk Grove Village, Illinois (the "Elk
Grove Village"), as initial host member; and
WHEREAS, Elk Grove Village has issued $5,000,000
General Obligation Bonds, Series 1987 (the "Initial Bonds") to
provide the initial funding for such joint self-insurance reserve
fund; and
WHEREAS, it is possible from time to time that the
Agency, one or more of the Members, or some other entity may
issue additional bonds to replenish or provide further funding
for the joint self-insurance reserve fund; and
WHEREAS, the additional bonds and the initial bonds are
herein collectively referred to as the "Bonds"; and
WHEREAS, this municipality has been asked to enter into
an Intergovernmental Agreement Providing for the Payment of Debt
Service (the "Agreement") dated as of March 1, 1988, among the
Agency, Elk Grove Village and the other Members of the Agency;
and
WHEREAS, the purpose of the Agreement is to provide in
more detail the manner in which each Member shall be obligated to
pay its proportionate share of the retirement or repayment of the
Bonds and the interest thereon; and
WHEREAS, the Corporate Authorities of this municipality
have further determined that the funding of the joint self-
insurance reserve fund provided for under the Agreement is
essential to the preservation and fostering of the health, safety
and property rights of the citizens of this municipality; and
WHEREAS, the cost of funding such reserve fund has been
determined by Corporate Authorities of this municipality to be
more than offset by the anticipated benefits and economies to be
realized by the pooling of risks and losses pursuant to the
Contract and By -Laws and the Agreement; and
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WHEREAS, Sections 9-105 and 9-107 of the Act authorize
the creation of reasonable reserves which may be utilized by a
joint self-insurance entity; and
WHEREAS, it is a matter for the Corporate Authorities
of this municipality to determine the amount of reasonable
reserves which each Member should contribute to provide for
proper joint self-insurance coverage; and
WHEREAS, the Corporate Authorities of this municipality
have heretofore determined and do hereby confirm that, in view of
the foregoing facts and circumstances, the amounts to be required
hereunder are reasonable and advantageous and to the public
benefit of the citizens of this municipality; and
WHEREAS, the Corporate Authorities have reviewed the
Agreement and find that the repayment of the Bonds and the
obligations imposed upon this municipality under the Agreement
are in accordance with the philosophy and public policy
objectives of this municipality; and
WHEREAS, the Corporate Authorities of this municipality
find that it is in the best interests of its citizens that it
execute and deliver the Agreement.
President and
NOW, THEREFORE, BE IT ORDAINED BY THE Board of Trustees
OF THE Village OF Elk Grove Village , Cook & DuPage COUNTY,
ILLINOIS, as follows:
SECTION 1. That the form, terms and provisions of the
Intergovernmental Agreement Providing for the Payment of Debt
Service in substantially the form submitted to this meeting are
hereby approved, and the (President of the Board of Trustees/
Mayor] is hereby authorized and directed to execute and deliver
said Agreement with such changes therein as shall be approved by
the [President of the Board of Trustees/Mayor], the execution of
such document by the [President of the Board of Trustees/Mayor]
to constitute conclusive evidence of such approval, and the
[Village/City] Clerk is hereby authorized and directed to affix
to said Agreement the official seal of this municipality.
SECTION 2. That the Corporate Authorities of this
municipality hereby ratify and confirm and agree to be bound by
the provisions of the Contract and By -Laws.
SECTION 3. That the [President of the Board of
Trustees/ Mayor and [Village/City] Clerk are hereby empowered
and directed to execute and deliver all documents and other
instruments necessary to further the intent and purpose of this
Ordinance.
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SECTION 4. That it is the intention of the Corporate
Authorities of municipality that this Ordinance shall bind
future members of the Corporate Authorities of this municipality
and shall remain in effect for the full term provided therein.
It is further understood that the Members shall have no right to
terminate, cancel or rescind the Intergovernmental Agreement
Providing for the Payment of Debt Service, no right to withhold
from the Agency payments due or to become due under said
Agreement, no right to recover from the Agency amounts previously
paid under said Agreement unless paid in error or contrary to the
provisions of said Agreement or law, no right of reduction or
set-off against the amounts due or to become due under said
Agreement, to the Agency, and no lien on any amounts in any fund
established ,by the Agency for any reason or on account of the
existence or occurrence of any event, condition or contingency,
whether foreseen or unforeseen or foreseeable or unforeseeable by
the Members or the Agency or any other person; it being the
intent of said Agreement that the Members shall be absolutely and
unconditionally obligated to make all payments thereunder.
SECTION 5. That this Ordinance shall be in full force
and effect from and after its passage and approval as provided by
law.
PASSED this 9th day Of February , 1988.
AYES: Bosslet, Chernick, Gallitano, Hauser, Petri, Tosto
NAYS: None
ABSENT: None
APPROVED this 9th day Of February , 1988,
ATTEST:
Patricia S. Smith
Village City Clerk
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Charles J. Zettek
President of the Board o
Trustees/Mayor]
January 29, 1988
TO: C. A. Willis, Village Manager
FROM: 61" �ZAII_A
G r C. ney, Director of Fi e
SUBJECT: High -Level Excess Liability Po H .L.P)
Enclosed are the final drafts of the Intergovernmental Agreement providing
for the payment of debt service and the related Ordinance authorizing
execution of the Agreement.
The Agreement has been extensively reviewed by all the legal and financial
consultants to H.E.L.P., the members of the executive board and their
attorneys. We are asking all member communities to adopt the Ordinance
and execute the Agreement during February as it becomes effective March
1, 1988.
The Agreement is an unconditional obligation between the member communities
of H.E.L.P. and the H.E.L.P. Pool and the village of Elk Grove to provide
the payment of the debt service on the initial $5,000,000 General Obligation
Bonds issued by Elk Grove Village.
I respectfully request consideration to adopt the Ordinance and execution
of the Intergovernmental Agreement be placed on the Village Board's
agenda for the February 9th meeting.
By copy of this memo I am transmitting to the Village Clerk the five
clean copies of the Ordinance and Agreement.
GCC/el
C: Pat Smith, Village Clerk
Hilda Ingebrigtsen, ASS't Director of Finance
Law Offices of
CHAPMAN AND CUTLER"
a partnership including professional corporations
Theodore S. Chapman III West Monroe Street, Chicago, Illinois 60601 i Two North Central Avenue
1877-1943 TWX 910-221-2103 Telex 206281 Phoenix, Arizona 85004
Henry E. Cutler
1879-1959 FAX (312) 701-2361 L'c(, 6',U)VE 'r.LLAG3602) 256-4060
Telephone (312) 845-3000 .t.a F:EpAt:.i1AEN __
44 Broad Street, N.W.
Atlanta, Georgia 30303
January 25, 1988 (404)524-7590
50 South Main Street
Salt Lake City, Utah 84144
(801) 533-0066
To Persons on the attached mailing list
Re: Village of Elk Grove Village, Cook and DuPage
Counties, Illinois, and High -Level Excess Liability
Pool Intergovernmental Aqreement for Bonds
Ladies and Gentlemen:
We are enclosing one blacklined and five clean copies
of the final draft of the Intergovernmental Agreement and related
form of ordinance for adoption. In due course, please supply
directly to this office five signed copies of the agreement, five
duly certified copies of the ordinance (under manual signature
and seal of the municipal clerk) and five duly certified copies
of the minutes of the meeting showing adoption (also under manual
signature and seal).
If the meeting at which the ordinance is adopted is
other than a regular meeting, please so advise us as certain
additional showings will be necessary to evidence compliance with
the Open Meetings Act of the State of Illinois, as amended.
We will be forwarding in the near future a certifi-
cation to be executed.by designated officers of the municipality
and a form of legal opinion we will need from your municipal
attorney.
If you have any comments or questions please contact
the undersigned at 312/845-3803 or Robert W. 011is, Jr. at
312/845-3806.
TVM:jr
Federal Express
cc: HELP Municipal Attorneys
Very truly yours,
CHAPMAN AND CUTLER
By \�� V• C
Timothy TM
cGree
INTERGOVERNMENTAL AGREEMENT PROVIDING FOR
THE PAYMENT OF DEBT SERVICE
Dated as of March 1, 1988
among the
HIGH-LEVEL EXCESS LIABILITY POOL
the Agency,
VILLAGE OF ELK GROVE VILLAGE, ILLINOIS
the Initial Host Member
and
VILLAGE OF ELK GROVE VILLAGE, VILLAGE OF HOFFMAN ESTATES, CITY OF
DES PLAINES, VILLAGE OF GLENVIEW, VILLAGE OF ARLINGTON HEIGHTS,
VILLAGE OF SKOKIE, VILLAGE OF STREAMWOOD, VILLAGE OF WINNETKA,
CITY OF PARK RIDGE, VILLAGE OF MOUNT PROSPECT, VILLAGE OF
LINCOLNSHIRE, VILLAGE OF OAK LAWN, VILLAGE OF DEERFIELD, CITY OF
WHEATON AND VILLAGE OF CHICAGO RIDGE; all of the STATE OF
ILLINOIS
the Members
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND EXHIBITS
SECTION 1.1. Definitions and Rules of Construction........ 3
SECTION 1.2. Exhibit ...................................... 4
ARTICLE II
INITIAL FUNDING OF JOINT SELF-INSURANCE FUND ............... 5
ARTICLE III
OBLIGATIONS OF MEMBERS
SECTION3.1.
...........................................
Agreement to Pay ............................. 5
SECTION3.2.
Bills and Due Date ........................... 6
SECTION3.3.
OR DEFEASANCE
Calculation of Amount ........................ 6
SECTION
3.4.
Provision for Payment ........................ 6
SECTION3.5.
Default Shares ............................... 6
SECTION3.6.
Disputed Payments ............................ 6
SECTION
3.7.
Interest on Overdue Payments ................. 7
ARTICLE IV
ADDITIONALBONDS
...........................................
7
ARTICLE V
REDEMPTION
OR DEFEASANCE
................................... 8
ARTICLE VI
NEW MEMBERS; EXPULSION
SECTION 6.1. New Members... ............................ 8
SECTION 6.2. Expulsion of Members ......................... 8
ARTICLE VII
UNCONDITIONAL OBLIGATION
SECTION 7.1.Absolute and Irrevocable Conditions.......... .10
SECTION 7.2. Member's Obligation Unconditional............ 10
ARTICLE VIII
THIS AGREEMENT TO GOVERN; ASSIGNMENT
SECTION 8.1. This Agreement to Govern ..................... 10
SECTION8.2. Assignment ................................... 11
ARTICLE IX
MISCELLANEOUS
SECTION9.1. Notices.. ................................. 11
SECTION9.2. Binding Effect ............................... 11
SECTION 9.3. Severability ........ .. .... ... ........ 11
SECTION 9.4. Further Assurances and Corrective
Instruments ................................ 11
SECTION 9.5. Execution in Counterparts .................... 11
SECTION 9.6. Applicable Law ............................... 12
SECTION9.7. Term....... _... ............................. 12
Exhibit A - Notice Addresses
INTERGOVERNMENTAL AGREEMENT PROVIDING FOR
THE PAYMENT OF DEBT SERVICE
THIS INTERGOVERNMENTAL AGREEMENT PROVIDING FOR THE
PAYMENT OF DEBT SERVICE, dated as of March 1, 1988, by and among
the HIGH-LEVEL EXCESS LIABILITY POOL, a cooperative agency
voluntarily established by contracting units of local governments
and similar governmental entities as defined in the Illinois
Constitution of 1970 pursuant to Article VII, Section 10 of the
1970 Constitution of the State of Illinois, Chapter 85, Sections
1-101 through 9-107, and Chapter 127, Section 746 of the Illinois
Revised Statutes (the "Agency"), the VILLAGE OF ELK GROVE
VILLAGE, ILLINOIS, as initial host member ("Elk Grove Village")
and VILLAGE OF ELK GROVE VILLAGE, VILLAGE OF HOFFMAN ESTATES,
CITY OF DES PLAINES, VILLAGE OF GLENVIEW, VILLAGE OF ARLINGTON
HEIGHTS, VILLAGE OF SKOKIE, VILLAGE OF STREAMWOOD, VILLAGE OF
WINNETKA, CITY OF PARK RIDGE, VILLAGE OF MOUNT PROSPECT, VILLAGE
OF LINCOLNSHIRE, VILLAGE OF OAK LAWN, VILLAGE OF DEERFIELD, CITY
OF WHEATON AND VILLAGE OF CHICAGO RIDGE, each a municipality duly
organized and existing under the Constitution and laws of the
State of Illinois (each a "Member" and collectively, the
"Members");
W I T N E S S E T H:
WHEREAS, Section 10 of Article VII of the Illinois
Constitution of 1970 authorizes units of local government to
contract or otherwise associate among themselves in any manner
not prohibited by law or by ordinance; and
WHEREAS, Chapter 127, Section 741, et sec., Illinois
Revised Statutes, entitled the "Intergovernmental Cooperation
Act," authorizes public agencies to exercise any power or powers,
privileges or authority which may be exercised by such public
agency individually to be exercised and enjoyed jointly with any
other public agency in the State of Illinois; and
WHEREAS, Section 746 of the Intergovernmental
Cooperation Act, in furtherance- of the provisions contained
within Article VII, Section 10 of the Constitution, authorizes an
intergovernmental contract which, among other undertakings,
allows public agencies to jointly self -insure and authorizes each
public agency member of the contract to utilize its funds to
protect, wholly or partially, itself or any public agency member
of the contract against liability or loss in the designated
insurable area; and
WHEREAS, the Local Governmental and Governmental
Employees Tort Immunity Act, Chapter 85, .Sections 1-101 through
9-107, of the Illinois Revised Statutes (the "Act") authorizes
multi-year contracts for joint Self -Insurance and allows self-
insured governments to assert a range of immunities; and
WHEREAS, pursuant to the above laws, the Members have
created the Agency as a joint Self -Insurance pool for the purpose
of seeking the prevention or lessening of liability claims for
injuries to persons or property or claims for errors and
omissions made against the Members and other parties included
within the scope of coverage of the Agency, which scope of
coverage may be amended from time to time; and
WHEREAS, the Agency was established as of April 1, 1987
under and operates pursuant to an agreement entitled "Contract
and By -Laws -- High -Level Excess Liability Pool" (the "Contract
and By -Laws") and a "Memorandum of Coverage," bearing the
retroactive date of April 1, 1987, as amended from time to time
(the "Memorandum of Coverage"); and
WHEREAS, the Agency and the Members have determined to
increase the amount of coverage specified in Article VIII of the
Contract and By -Laws, to be backed by a joint Self -Insurance
reserve fund initially financed from proceeds of bonds issued by
Elk Grove Village, as initial host member; and
WHEREAS, Elk Grove Village has issued $5,000,000
General Obligation Bonds, Series 1987 (the "Initial Bonds") to
provide the initial funding for such.joint Self -Insurance reserve
fund; and
WHEREAS, it is possible from time to time that the
Agency, one or more of the Members, or some other entity may
issue additional bonds to replenish or provide further funding
for the joint Self -Insurance reserve fund; and
WHEREAS, the additional bonds and the initial bonds are
herein collectively referred to as the "Bonds"; and
WHEREAS, the purpose of this Agreement is to provide in
more detail the manner in which each Member shall be obligated to
pay its proportionate share of the retirement or repayment of the
Bonds and the interest thereon; and
WHEREAS, the Board of Directors of the Agency has
authorized the execution of this Agreement; and
WHEREAS, the governing body of each Member has
authorized the execution of this Agreement; and
WHEREAS, the Members have further determined that the
funding of the joint Self -Insurance reserve fund provided for
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under this Agreement is essential to the preservation and
fostering of the health, safety and property rights of the
citizens of each Member; and
WHEREAS, the cost of funding the reserve fund has been
determined by each Member to be more than offset by the
anticipated benefits and economies to be realized by the pooling
of risks and losses pursuant to the Contract and By -Laws and this
Agreement; and
WHEREAS, Sections 9-105 and 9-107 of the Act authorize
the creation of reasonable reserves which may be utilized by a
joint Self -Insurance entity; and
WHEREAS, it is a matter for the governing body of each
Member to determine the amount of reasonable reserves which each
Member should contribute to provide for proper joint Self -
Insurance coverage; and
WHEREAS, each Member has heretofore determined and does
hereby confirm that, in view of the foregoing facts and
circumstances, the amounts to be required hereunder are
reasonable and advantageous and to the public benefit of the
citizens of such Member;
NOW, THEREFORE, in consideration of the above premises
and of the mutual covenants hereinafter contained and for other
good and valuable consideration, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS AND EXHIBITS
SECTION 1.1. Definitions and Rules of Construction.
Unless the context otherwise requires, the capitalized terms used
herein shall, for all purposes of this Agreement,_ have the
meanings specified in the Contract and By -Laws; and the
additional terms defined in this Section shall, for all purposes
of this Agreement, have the meanings herein specified. Unless
the context otherwise indicates, words importing the singular
number shall include the plural number and vice versa. The terms
"hereby," "hereof," "hereto," "herein," "hereunder" and any
similar terms, as used in this Agreement, refer to this Agreement
as a whole.
"Act" means the Local Governmental and Governmental
Employees Tort Immunity Act, Chapter 85, Sections 1-101 through
9-107, of the Illinois Revised Statutes.
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"Additional Bonds" means one or more series of
additional bonds, notes or other evidences of indebtedness
authorized to be issued subsequent to the issuance of the Initial
Bonds by the Agency, various Host Members or another entity
selected by the Agency, to replenish or provide additional
funding for the joint Self -Insurance reserve fund.
"Aggregate Debt Service Amounts" shall have the meaning
provided in Section 3.1 hereof.
"Bonds" means the Initial Bonds and all issues of
Additional Bonds.
"Bond Ordinance" means a bond ordinance under which a
Host Member will authorize the issuance of Bonds.
"Contract and By -Laws" means the Contract and By -Laws
-- High -Level Excess Liability Pool, as amended from time to
time, among the Agency and the Members, establishing the Agency
as of April 1, 1987.
"Debt Service Payment" shall have the meaning provided
in Section 3.1 hereof.
"Host Member" means any Member selected by the Agency
to issue Bonds or otherwise incur indebtedness for or on behalf
of the Agency under this Agreement.
"Initial Bonds" means the $5,000,000 General Obligation
Bonds, Series 1987, of the Initial Host Member.
"Initial Host Member" means the Village of Elk Grove
Village, Illinois, as issuer of the Initial Bonds.
"Issuer" means any issuer of Bonds, including the
Initial Host Member, the Agency, a Host Member or any other
entity selected by the Agency.
"Memorandum of Coverage" means the memorandum bearing
the retroactive date of April 1, 1987, as amended from time to
time, setting forth the scope of coverage of the insurance
provided by the Agency.
SECTION 1.2. Exhibit. The following Exhibit is
attached to, and by reference made a part of, this Agreement:
Exhibit A: Notice Addresses.
Q�
ARTICLE II
INITIAL FUNDING OF JOINT SELF-INSURANCE FUND
The amount of coverage provided each Member for losses
in excess of $1,000,000 per occurrence is set forth in Article
VIII of the Contract and By -Laws and in the Memorandum of
Coverage. The Board of Directors of the Agency has decided to
increase the amount of coverage provided, as may be done from
time to time in accordance with the procedures of Article
V(h)(vi) of the Contract and By -Laws. The parties hereto approve
such .increase, and the Initial Host Member has agreed to fund a
joint Self -Insurance reserve fund from the proceeds of .the
Initial Bonds. By its execution and delivery of this Agreement,
the Initial Host Member agrees that it will convey to the Agency
all net proceeds of the Initial Bonds, subject to the terms and
conditions of the Escrow Agreement, dated December 30, 1987 (the
"Escrow"), pursuant to which such proceeds are held, and a copy
of which has been supplied to the Agency. By its execution and
delivery of this Agreement, the Agency and each of its Members
agrees, in addition to all of the other agreements hereinafter
set forth, that the Agency shall accept the net proceeds of the
Initial Bonds subject to the provisions of the Escrow. The
Initial Host Member and the Agency representing all of its
Members agree to good faith negotiations for the terms of the
"Subsequent Documents" as defined in the Escrow, which documents
shall provide for disbursement of the proceeds of the Initial
Bonds for Self -Insurance and other purposes as permitted therein,
appropriate investment of such proceeds to maintain the tax-
exempt status of the Initial Bonds, and application of the Debt
Service Payments.
ARTICLE III
OBLIGATIONS OF MEMBERS
SECTION 3.1.Agreement to Pay. The purpose of this
Agreement is to provide for the payment of. the following amounts
(the "Aggregate Debt Service Amounts"): (a) the repayment of
principal of, premium, if any, and interest on the Bonds, (b)
compensation, if any, to an Issuer for issuing Bonds, to the
extent not paid out of bond proceeds and (c) issuance costs to
the extent not paid out of bond proceeds. Each Member hereby
agrees to pay its proportionate share of the Aggregate Debt
Service Amounts until the Bonds are fully paid, such individual
portion referred to herein as a Member's "Debt Service
Payment." A Member's Debt Service Payment may be included within
or be in addition to the annual and supplementary payments due to
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the Agency pursuant to the first sentence of paragraph (a) of
Article IX of the Contract and By-Laws.
SECTION 3.2. Bills and Due Date. The Agency shall
notify each Member of the amount of such Member's Debt Service
Payments due for a given year, on or before April 1 of each year
that Bonds are outstanding. Such annual notice shall specify the
amount of such two equal payments, which shall be due and payable
and must be received by the Agency on or before May 1 and
November 1 of such year. The Agency shall pay the Aggregate Debt
Service Amounts paid by the Members to the Issuer or Issuers of
the Bonds, on or before May 15 and November 15, for payment of
debt service on the Bonds. If Additional Bonds are issued, the
Agency may specify different payment dates relating to such
bonds.
SECTION 3.3. Calculation of Amount. The Agency shall
calculate the amount of the Debt Service Payment of each
Member. A Member shall pay the same proportionate share of the
Aggregate Debt Service Amounts as the proportion of its payments
to the Agency under the terms of the Contract and By-Laws.
SECTION 3.4. Provision for Payment. Each Member hereby
agrees to appropriate, budget for and, where necessary, levy
taxes, so as to have funds available to make its Debt Service
Payment on a timely basis.
SECTION 3.5. Default Shares. If any Member shall
default in the payment to the Agency of any part of its Debt
Service Payments, each Member agrees to pay a share of the amount
so in default to the Agency, which share shall be in the same
proportion as such Member's most recent Debt Service Payment,
adjusted proportionately to cover the defaulting Member's
portion. A Member's share of defaulted Aggregate Debt Service
Amounts shall be due and payable five (5) days after the Agency's
written demand therefor. The demand shall include the Agency's
calculations of the amount due by the Member hereunder. If and
when the defaulting Member makes a payment to the Agency of a
defaulted amount or interest thereon for which the Members have
made a payment to the Agency under this section, the Agency will
pay to each Member its proportionate share of such defaulted
amount, including any such interest.
SECTION 3.6. Disputed Payments. If a Member desires to
dispute all or any part of any payments under this Agreement, the
Member shall nevertheless pay the full amount of any such payment
when due and include with such payment written notification to
the Agency that charges are disputed, the grounds for dispute and
the amount in dispute.
Upon receipt of notification of dispute, representa-
tives of the Agency shall meet with representatives of the Member
to resolve such dispute. No adjustment or relief on account of
any disputed charges shall be made unless disputed charges are
the subject of such notice within the time herein specified, or
within a reasonable period from the time the Member knew or
should have known of the facts giving rise to the dispute.
The Agency and the Member shall promptly attempt and
continue efforts to resolve the dispute. In the event that it is
determined that.the Member shall have overpaid, it shall receive
a refund with interest at the rate of six percent (6%) per annum.
SECTION 3.7. Interest on Overdue Payments. If a Member
shall fail to make any payment required under this Agreement on
or before its due date, such Member shall be in default, and
interest on the amount of such payment shall accrue during the
period of non-payment at the rate of nine percent (98) per annum,
calculated on the basis of a 360 -day year comprised of twelve
30 -day months, from the date such payment becomes due until paid
in full with interest as herein specified, plus the costs of
collection including reasonable attorney's fees. The rights
specified in this Section 3.7 shall be in addition to all other
rights and remedies available to the Agency at law or in equity
for breach of any of the provisions of this Agreement. .
ARTICLE IV
ADDITIONAL BONDS
Additional Bonds may be issued from time to time, to
replenish or increase the joint Self -Insurance reserve fund, upon
the vote of the requisite majority, as set forth in the Contract
and By -Laws, of the directors then constituting the Board of
Directors of the Agency; provided, however, that such Board shall
make the determination that such issue of Additional Bonds is
necessary for the payment of actual claims or is needed in order
to increase the size of the joint Self -Insurance reserve fund.
Such vote shall obligate all Members to pay their respective Debt
Service Payments with respect to such Additional Bonds as herein
provided. The Additional Bonds shall be issued by the Agency or
on behalf of the Agency by a Host Member or other entity selected
by the Agency. The Initial Host Member shall not be obligated to
be an Issuer on any issue of Additional Bonds, unless it so
elects.
Whenever any Additional Bonds are issued, the Agency
may provide a procedure to permit a Member to provide alternate
funding of its proportionate share of the additional Aggregate
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Debt Service Amounts resulting from such Additional Bonds, by a
method to be determined at that time. For Members not choosing
to do so, such Members' individual Debt Service Payments will be
adjusted to provide for the payment of the increased Aggregate
Debt Service Amounts payable with respect to the larger amount of
outstanding Bonds.
ARTICLE V
REDEMPTION OR DEFEASANCE
Nothing herein shall prevent the Agency or an Issuer
from electing to redeem or defease an issue of Bonds at the times
and upon the terms set forth in the proceedings relating to such
Bonds. If the funds to provide such redemption or defeasance are
furnished solely by the Issuer of an issue of Bonds, or a
successor Issuer, then the Members' Debt Service Payments under
Section 3.1 shall continue as if the Bonds were still outstanding
and the term of such Debt Service Payments shall not be
extended. If the redemption or defeasance is instead made upon
action of the Board of Directors of the Agency, then the Agency
shall provide the manner in which each Member shall thereupon
furnish its proportionate share of the funds needed to accomplish
such redemption or defeasance, and such Members' regular Debt
Service Payments shall abate accordingly.
ARTICLE VI
NEW MEMBERS; EXPULSION
SECTION 6.1. New Members. A new Member may be admitted
to the Agency pursuant to Article III and Article V(h)(iii) of
the Contract and By -Laws. Any such new Member who has not
contributed to the Aggregate Debt Service Amounts on the Bonds
from the date of initial issuance of each issue of Bonds may be
required by the Agency to pay an additional sum to the Agency, in
an amount determined to be appropriate by the Agency.
SECTION 6.2. Expulsion of Members. If a Member is
expelled from the Agency pursuant to Article XV of the Contract
and By -Laws, the former Member shall continue to be fully
obligated for any Debt Service Payments for which it was
delinquent at the time of its departure. Moreover, a former
Member shall continue to pay periodic Debt Service Payments, as
calculated by the Agency and based upon such Member's overall
proportionate share of the aggregate contributions made during
the period that such Member has belonged to the Agency, until the
Bonds are fully paid, even though the former Member no longer is
a part of the Agency. Such amounts are in consideration of the
benefit of the joint Self -Insurance reserve fund which was
established for all Members by the issuance of the Bonds, and
reflects the former Member's irrevocable promise to repay its
share of the Aggregate Debt Service Amounts until the Bonds are
fully paid.
Upon the expulsion of a Member, the Agency shall make a
valuation of such expelled Member's interest in the reserve fund,
and determine such expelled Member's share (the "Expelled
Member's Share"), based upon such Member's average proportionate
share of the aggregate contributions made during the period that
such Member has belonged to the Agency. The Expelled Member's
Share of the reserve fund.shall then be separately accounted for
(including accounting for interest earned and other profits or
losses); provided, however, that the Expelled Member shall be
required to contribute further to such account to the extent that
the amount to the credit thereof at any time is not sufficient to
provide the expelled Member's proportionate share of one year's
maximum annual debt service on the Bonds then outstanding.
Whenever a claim is asserted and determined to be
payable under the joint self-insurance provided by the Agency on
an incident arising with respect to any of the Members that
occurred during the period that an expelled Member was part of
the Agency, the expelled Member shall be liable for that portion
of the claim equal to such Member's average proportionate share
of the aggregate payments made to the Agency during the period
which such Member belonged to the Agency. In the case of claims
covered on a "claims -made basis," such claim must have both
arisen and been reported during the subject period to qualify for
payment, as provided in the Contract and By -Laws.
The account with respect to an expelled Member shall
only be drawn upon (i) to meet any previously -incurred liability
as described above, (ii) to pay any delinquent Debt Service
Payments of such expelled Member or (iii) to pay any other
amounts due to the Agency or any other Member under this
Agreement or under the Contract and By -Laws.
Amounts shall remain on deposit in the account of an
expelled Member until all claims have been paid with respect to
the period during which such expelled Member was a part of the
Agency, or until the amounts in the reserve fund of the Agency
have been declared "surplus" by the Agency and returned to the
Members, at which point any balance in such account shall
likewise be returned to the expelled Member. If, after return of
such account moneys to an expelled Member, new claims result in a
judgment or settlement within the scope of coverage of the Agency
for the period it was a Member, of the Agency or there are other
sums due from the Members for such period under the Contract and
By -Laws, the expelled Member shall be subject to a call for
supplementary payments for its share of such claim, calculated as
provided above.
ARTICLE VII
UNCONDITIONAL OBLIGATION
SECTION 7.1. Absolute and Irrevocable Conditions. All
terms and conditions contained herein are intended to be absolute
and irrevocable conditions hereof and are agreed to by the
parties. It is hereby intended that no change in the Act or
other law or regulation subsequent to the date hereof shall
affect any of the terms or provisions of this Agreement, and
neither the Members nor the Agency, without the unanimous consent
of all of them, shall take any actions under a change in the Act
or other law or regulation contrary to the terms and conditions
herein.
SECTION 7.2. Member's Obligation Unconditional. The
Members shall have no right to terminate, cancel or rescind this
Agreement, no right, to withhold from the Agency payments due or
to become due under this Agreement, no right to recover from the
Agency amounts previously paid under this Agreement unless paid
in error or contrary to the provisions of this Agreement or law,
no right of reduction or set-off against the amounts due or to
become due under this Agreement, to the Agency, and no lien on
any amounts in any fund established by the Agency for any reason
or on account of the existence or occurrence of any event,
condition or contingency, whether foreseen or unforeseen or
foreseeable or unforeseeable by the Members or the Agency or any
other person; it being the intent hereof that the Members shall
be absolutely and unconditionally obligated to make all payments
hereunder. The above sentence shall be included in the ordinance
of each Member approving this Agreement. An Issuer will issue
its Bonds in specific reliance on the limitations set forth in
this Section with respect to the rights of the Members.
ARTICLE VIII
THIS AGREEMENT TO GOVERN; ASSIGNMENT
SECTION 8.1. This Agreement to Govern. The parties
hereto are entering into this Agreement to supplement and expand
the scope of the Contract and By -Laws. The proceeds of Bonds may
be used for any lawful purposes as provided in the Contract and
By -Laws, subject to the terms and provisions of the Subsequent
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Documents under the Escrow. In the event of a conflict between
the provisions of this Agreement and of the Contract and By -Laws,
this Agreement shall control.
SECTION 8.2. Assignment. This Agreement is made solely
among the parties hereto, and may not be assigned, other than to
(i) a Host Member or (ii) an institution serving as a trustee or
escrow or depository agent for the benefit of an issue of Bonds
issued by a Host Member pursuant to or payable from Debt Service
Payments made pursuant to this Agreement.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. Notices. All notices, certificates or
other communications hereunder shall be sufficiently given and
shall be deemed to have been received five business days after
deposit in the United States mail in certified form, postage
prepaid, to the Members, the Agency or the Host Member at the
addresses set forth in Exhibit A hereto. The Agency and the
Members, by notice given hereunder, may designate different
addresses to which subsequent notices, certificates or other
communications will be sent.
SECTION 9.2. Binding Effect. This Agreement shall
inure to the benefit of and shall be binding upon the Agency and
the Members and their respective successors and assigns.
SECTION 9.3. Severability. In the event any provision
of this Agreement shall be held invalid or unenforceable by a
court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
SECTION 9.4. Further Assurances and Corrective
Instruments. The Agency and the Members agree that they will,
from time to time, execute, acknowledge and deliver, or cause to
be executed, acknowledged and delivered, such supplements hereto
and such further instruments as may reasonably be required for
carrying out the expressed intention of this Agreement.
SECTION 9.5. Execution in Counterparts. This Agreement
may be executed in any number of counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument; provided that for purposes of perfecting
the pledge and assignment of certain rights under this Agreement
to the Agency, the counterpart of this Agreement delivered to the
Agency shall be deemed the original.
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SECTION 9.6. Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Illinois.
SECTION 9.7. Term. If, on or before March 1, 1988,
this Agreement shall have been approved and executed by Members
having among them 75% or more of the following percentage
allocations:
Municipality Allocation (%)
Arlington Heights
11.64
Chicago Ridge
2.24
Deerfield
3.56
DesPlaines
11.39
Elk Grove Village
7.64
Glenview
6.20
Hoffman Estates
6.60
Lincolnshire
1.34
Mount Prospect
7.76
Oak Lawn
9.23
Park Ridge
6.25
Skokie
10.52
Streamwood
4.18
Wheaton
6.98
Winnetka
4.46
then such agreement shall be in full force and effect. In the
event that the required number of Members do not approve and
execute this Agreement by March 1, 1988, this Agreement shall be
null and void. If this Agreement does become effective as
hereinabove provided, a majority vote of the Members who approved
and executed this Agreement by March 1, 1988 will be required to
extend the benefits of this Agreement to any other Members that
desire to execute this Agreement after March 1, 1988; provided,
however, that no additional Members may be added under this
provision after March 31, 1988.
The term of this Agreement shall extend to authorize,
permit and require the issuance of additional bonds whenever such
bonds are required to fund the obligations of the Agency. It is
acknowledged and made the essence of this agreement that the
claims made against the Members shall be payable by the Agency
that the scope of the Agency may be extended to include any claim
made within 10 years of their occurrence so long as that
occurrence took place during the contractual term of the
Agency. The parties acknowledge that the amount of such claims
will not be known at the end of the 11th year term of the Agency
and that additional bonds may need to be issued under this
Agreement or supplementary payments required by the Contract and
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By -Laws, even after the end of the 11th year term of the Agency
such that all claims within the scope and amount of the coverage
provided by the Agency can be adjudicated or settled.
IN WITNESS WHEREOF, the Agency has caused this
Agreement to be executed in its name by its duly authorized
officers; and the Initial Host Member and the Members have caused
this Agreement to be executed in their respective names by their
respective duly authorized officials, as of the date first above
written, and such Agreement shall be effective from the date of
execution shown below.
Attest:
SECRETARY OF THE
HIGH-LEVEL EXCESS LIABILITY POOL
By
Attest:
VILLAGE CLERK OF THE VILLAGE OF
ELK GROVE VILLAGE
By Patricia S. Smith
Attest:
VILLAGE CLERK OF THE VILLAGE OF
HOFF1 AN ESTATES
By
Attest:
CITY CLERK OF
DES PLAINES
By
THE CITY OF
HIGH-LEVEL EXCESS LIABILITY
POOL, the Agency
By
Chairman
VILLAGE OF ELK GROVE VILLAGE,
Initial Host Member
By Charles J. Zettek
President
VILLAGE OF HOFFMAN ESTATES,
Member
By
President
CITY OF DES PLAINES,
Member
By
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r
Attest:
VILLAGE CLERK OF THE VILLAGE
OF GLENVIEW
By
Attest:
VILLAGE CLERK OF THE VILLAGE
OF ARLINGTON HEIGHTS
LOA
Attest:
VILLAGE CLERK OF THE VILLAGE
OF SKOKIE
Lo
Attest:
VILLAGE CLERK OF THE VILLAGE
OF STREAMWOOD
Attest:
VILLAGE CLERK OF THE VILLAGE
OF WINNETKA
By
VILLAGE OF GLENVIEW,
Member
By
es
VILLAGE OF ARLINGTON HEIGHTS,
Member
By
President
VILLAGE OF SKOKIE,
Member
By
President
VILLAGE OF STREAMWOOD,
Member
By
President
VILLAGE OF WINNETKA,
Member
By
President
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Attest:
CITY CLERK OF THE CITY OF
PARK RIDGE
By
Attest:
VILLAGE CLERK OF THE VILLAGE
OF MOUNT PROSPECT
By
Attest:
VILLAGE CLERK OF THE VILLAGE
OF LINCOLNSHIRE
By
Attest:
VILLAGE CLERK OF THE VILLAGE
OF OAK LAWN
By
Attest:
VILLAGE CLERK OF THE VILLAGE
OF DEERFIELD
By
CITY OF PARK RIDGE,
Member
By
VILLAGE OF MOUNT PROSPECT,
Member
By
President
VILLAGE OF LINCOLNSHIRE,
Member
By
President
VILLAGE OF OAK LAWN,
Member
By
President
VILLAGE OF DEERFIELD,
Member
By
President
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Attest: CITY OF WHEATON,
CITY CLERK OF THE CITY OF Member
WHEATON
By
Attest:
VILLAGE CLERK OF
OF CHICAGO RIDGE
By
THE VILLAGE
By
Mayor
VILLAGE OF CHICAGO RIDGE,
Member
By
President
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EXHIBIT A
NOTICE ADDRESSES
High -Level Excess Liability
Pool
c/o Elk Grove Village Hall
901 Wellington Avenue
Elk Grove Village, IL 60007-3499
Attn: George C. Coney
Village of Elk Grove Village,
Illinois
Elk Grove Village Hall
901 Wellington Avenue
Elk Grove Village, IL 60007-3499
Attn: George C. Coney
Village of Hoffman Estates,
Illinois
Hoffman Estates, IL
Attention:
City of Des Plaines, Illinois
Des Plaines, IL
Attention:
Village of Glenview, Illinois
Glenview, IL
Attention:
Village of Arlington Heights,
Illinois
Arlington Heights, IL
Attention:
Village of Skokie, Illinois
Skokie, IL
Attention:
Village of Streamwood, Illinois
Streamwood, IL
Attention:
Village of Winnetka, Illinois
Winnetka, IL
Attention:
City of Park Ridge, Illinois
Park Ridge, IL
Attention:
Village of Mount Prospect,
Illinois
Mount Prospect, IL
Attention:
Village of Lincolnshire, Illinois
Lincolnshire, IL
Attention:
Village of Oak Lawn, Illinois
Oak Lawn, IL
Attention:
Village of Deerfield, Illinois
Deerfield, IL
Attention:
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City of Wheaton, Illinois
Wheaton, IL
Attention:
Village of Chicago Ridge,
Illinois
Chicago Ridge, IL
Attention:
OEM