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HomeMy WebLinkAboutRESOLUTION - 69-90 - 10/23/1990 - AGRMT/FUNDING/IL INTERN'L CONVENTION CTR RESOLUTION NO. 6g_g0 A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE CLERK TO EXECUTE AN AGREEMENT FOR FUNDING AND DEVELOPMENT OF THE ILLINOIS INTERNATIONAL CONVENTION CENTER NOW, THEREFORE, BE IT RESOLVED by the President 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 Village President be and is hereby authorized to sign the attached documents marked: Agreement For Funding and Development of the Illinois International Convention Center a copy 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 Village President. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYE: Dennis J. Gallitano, Nancy J. Czarnik, Ronald L. Chernick, President Charles J. Zettek NAY: Joseph T. Bosslet, James P. Petri ABSENT: Michael A. Tosto PASSED this 23rd day of October 1990. APPROVED this 23rd day of October 1990. Charles J. Zettek Village President ATTEST: Patricia S. Smith Village Clerk AGREEMENT FOR FUNDING AND DEVELOPMENT OF THE ILLINOIS INTERNATIONAL CONVENTION CENTER (INTERGOVERNMENTAL AGREEMENT) This Agreement for Funding and Development of the Illinois International Convention Center ("Agreement") is made and entered into this 23rd day of October 1990, by and among: THE ILLINOIS INTERNATIONAL CONVENTION CENTER AUTHORITY, a unit of local government authorized pursuant to Illinois Revised Statutes 1989, Chapter 85, Section 3901, et. seq. as amended by Public Act 86-1414, and as may be amended from time to time, herein sometimes referred to as the "AUTHORITY; and THE VILLAGE OF SCHAUMBURG, a home rule municipal corporation of the State of Illinois, herein sometimes known as "Schaumburg"; and THE VILLAGE OF ELK GROVE VII.LAGE, a home rule municipal corporation of the State of Illinois; and THE VILLAGE OF ROF'FMAN ESTATES, a home rule municipal corporation of the State of Illinois; and TIM VII LAGE OF PALATINE, a home rule municipal corporation of the State of Illinois; and THE CITY OF ROLLING MEADOWS, a home rule municipal corporation of the State of Illinois. (the above municipal corporations are herein sometimes referred to collectively as the "Municipalities" or individually as the "Municipality") WITNESSETH: WHEREAS, the Municipalities and the Authority believe that each of the Municipalities will receive significant economic benefit from the development and operation of the Convention Center (as hereinafter defined) through increases in tourism and hotel and motel use and occupancy and an increase in the tax base for sales, hotel and motel taxes, and that in order to enhance the local tax base, promote the health, safety and welfare of the citizens of the Municipalities, it is necessary and desirable that a Convention Center be developed and that this development be undertaken within the area surrounding Schaumburg; and WHEREAS, the Authority intends to arrange, finance, and maintain commercial, industrial, cultural, educational, theatrical, scientific, and other activities, and to design, construct, equip, and maintain a Convention Center for the purposes of holding conventions, meetings, trade shows and for other similar purposes; and that pursuant to Illinois Revised Statutes 1989, Chapter 85, Section 3901 et, seq., as amended by Public Act 86-1414, and as may be amended from time to time, the Authority has all rights and powers necessary to perform such duties; and -2- WHEREAS, the Authority desires to construct, operate, and maintain the Convention Center in Schaumburg and the Municipalities desire to locate the Convention Center in the surrounding area and to have the Authority construct and operate the Convention Center to meet the needs of the Municipalities; and WHEREAS, the Authority proposes to issue Revenue Bonds (as hereinafter defined) to finance a portion of the cost of the initial construction of the Convention Center, including providing for payment of capitalized interest, funding a debt service, operating, and other reserve funds, paying costs of issuance, and any other lawful purpose; and WHEREAS, the Municipalities are each units of local government, as defined by Article VII, Section 1 of the Constitution of the State of Illinois; and WHEREAS, the Municipalities are each a home rule municipality as authorized by Article VII, Section 6 of the Constitution of the State of Illinois; and WHEREAS, the Authority is a unit of local government, as defined by Article VII, Section 1 of the Constitution of the State of Illinois, and was established pursuant to the Illinois International Civic Center Law, Illinois Revised Statutes, 1989 Chapter 85, Sections 3901, et. seq. as amended by Public Act 86-1414, and as may be amended from time to time ("the Act"); and WHEREAS, units of local government are enabled by Article VII, Section 10 of the Constitution of the State of Illinois to enter into Agreements among themselves to 'obtain or share -3- services and to exercise, combine, or transfer any power or function in any manner not prohibited by law or by ordinance or may use their credit, revenues, and other resources to pay costs and to service debt related to intergovernmental activities'; and WHEREAS, the Municipalities and the Authority, pursuant to the Intergovernmental Cooperation Act, Illinois Revised Statutes 1989, Chapter 127, Section 741, are permitted to enter into agreements to perform any governmental service, activity, or undertaking which any of them entering into this Agreement are authorized by law to perform, and to exercise jointly any power, privilege, or authority which any of the Municipalities and the Authority entering into this contract are authorized by law to perform; and WHEREAS, the State of Illinois, under the Metropolitan Civic Center Support Act, Illinois Revised Statutes 1989, Chapter 85, Section 1391, et. seq. as amended by 86-1414 ("Support Act"), is considering an application from the Authority for a grant of $20,000,000; and WHEREAS, the Authority desires to obtain from the Municipalities and the Municipalities have agreed to provide the Authority a share of the cost of constructing, financing, and operating the Convention Center. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1. DEFINITIONS. The following words or phrases shall have the meaning herein contained: -4- Authority means the Illinois International Convention Center Authority as defined by Article VII, Section 1 of the Constitution of the State of Illinois, as established by the Act. Base Sum means the amount of State financial support committed and distributed from the monies paid into the Illinois Civic Center Bond Fund to the Authority pursuant to a State Support Agreement between the Authority and the Department (hereinafter defined) for the purpose of financing the Convention Center in a sum of Twenty Million Dollars ($20,000,000.00). Board means the governing board of the Authority. Bond Ordinance means one or a series of ordinances or resolutions to be adopted by the Authority authorizing and providing for the issuance of Revenue Bonds. Bud et means the annual budget for the Authority. Certification means the decision of the Department (hereinafter defined) which indicates that the Authority is eligible to receive State financial support in an amount not less than the Base Sum. Collection Costs means an amount not to exceed one percent (1%) of the Tax Proceeds (hereinafter defined) of each respective Municipality's 2% Privilege Tae (hereinafter -5- defined) to be used by the Municipalities to cover the administrative costs associated with the collection of such Tax. Convention Center means one or more buildings, facilities or improvements to be constructed substantially in accordance with a Master Building Plan (hereinafter defined),which will be owned and operated by the Authority. Department means the Illinois Department of Commerce and Community Affairs, or any successor agency or agencies which the State of Illinois selects as being responsible for administration of the Illinois Civic Center Bond Fund. Final Cost Estimate means the estimate of the cost of the construction of the Convention Center made by the architect retained by the Authority at the end of the schematic design phase but prior to the bidding phase as set forth in the contract between the Architect and the Authority. Fiscal Year means the fiscal year for the Authority which begins on May 1 of the calendar year and ends on April 30 of the succeeding calendar year. Master Building Plan means the building plan which was submitted with and made a part of the Authority's application to the Department, as may be amended by the Authority from time to time upon approval of the Department. -6- Quarter means the period in any calendar year extending from May 1 to July 31, August 1 to October 31, November 1 to January 31, and February 1 through April 30. Revenue Bonds means bonds issued by the Authority, to construct, develop,operate and maintain the Convention Center in accordance with the Master Building Plan including, but not limited to bonds, notes and other legal obligations. State Support Aereement means the agreement between the Authority and the Department wherein the Department agrees to provide funding in the amount of the Base Sum for the Convention Center, which agreement contains certain responsibilities, covenants, and obligations by and between the Authority and the Department. Tax Proceeds means with respect to each Municipality the gross proceeds of the 2% Privilege Tax collected by each Municipality less, in each case, the Municipality's Collection Costs and any credits. 2 % Privileee Tax means that certain privilege tax enacted by each Municipality which tax shall equal 2% of the sale of nightly accommodations in the hotel or motel rooms in such Municipality pursuant to an ordinance substantially in the form of Exhibit A attached hereto for all Municipalities except Hoffman Estates and Exhibit B for Hoffman Estates attached hereto (the incidence of and liability for payment of said tax to be borne by the person or entity purchasing such nightly accommodation). -7- 2. 2% PRIVILEGE TAX AND LOCAL CONTRIBUTIONS A. Within thirty (30) days after notice by the Authority to the Municipalities of Certification, the Municipalities agree to enact and keep in effect for the term of this Agreement the 2% Privilege Tax and to pay to the Authority each Municipality's Tax Proceeds. Each Municipality shall impose the 2% Privilege Tax effective the first day of the second month after expiration of the thirty (30) day period for adoption. B. In addition to the Schaumburg Tax Proceeds, Schaumburg agrees to make annual payments to the Authority of$1,700,000 for a period of twenty-five (25) years. Schaumburg's obligations herein shall commence no earlier than fourteen (14) months after Certification, at which time Schaumburg shall commence to make semi-annual payments of$850,000 for the term provided above. Schaumburg's obligations herein shall be a general obligation of Schaumburg. C. The Authority shall establish a"Convention Center Fund" to be administered by the Authority into which shall be deposited the aggregate Tax Proceeds, and the additional payments of Schaumburg as stated above. Within forty-five (45) days after the end of each Quarter, each Municipality shall deposit or cause to be deposited with the Authority the Tax Proceeds collected during such Quarter. D. Upon completion and filing of the Authority's annual audit, the Authority shall determine what amounts, if any, are to be considered excess revenues of the Authority after taking into consideration all revenues received during the prior fiscal year and all expenditures including debt service, operations and maintenance, administration, and deposits to such reserve -8- accounts as the Authority determines. If the Authority determines that excess revenues exist, the Authority shall pay to each Municipality its pro-rata share of such excess revenues which pro-rata share shall be determined based on Tax Proceeds received from each Municipality during the subject fiscal year, and such payment shall be made no later than the last date of the fiscal year in which the audit is made. E. In the event a Municipality has not paid all amounts due by the end of the month in which they are due, such Municipality shall pay interest on the unpaid amounts at the rate of 1% per month or portion of month beginning with the fust calendar month after the due date. In addition to the right to receive interest as provided in this section, the Authority reserves all other rights and remedies it may have at law, in equity or under this Agreement as a result of any failure of any Municipality to pay when due all amounts payable under this Agreement. Election of any other remedy shall not be a waiver of any other remedy. 3. AUTHORITY BOARD A. The Authority Board shall include at least one member from each Municipality as nominated in accordance with the following sections, provided that such nominee meets the qualifications set forth in the Act. Schaumburg agrees to appoint members to the Authority in accordance with the Act. B. The President or Mayor of each Municipality with the advice and consent of the Village Board or City Council shall nominate one person to serve on the Authority Board, which person must meet the qualifications set forth in the Act. -9- C. Upon receipt of nomination from any Municipality, the Village President of Schaumburg shall further nominate and submit that individual or those individuals to the Village Board of Trustees of the Village of Schaumburg for consent. In the event the Village President of Schaumburg fails to appoint a nominee who meets the qualifications of the Act in accordance with law and this Agreement, Schaumburg agrees to pay to that Municipality an amount equal to the Tax Proceeds contributed by the Municipality for the time period during which the nominee was not appointed and reasonable attorney's fees and expenses. D. Any Board member shall hold office in accordance with the Act the term of his or her office and may not be removed other than by law. 4. AUTHORITY'S OBLIGATIONS AND AGREEMENTS. In performance of its duties hereunder, the Authority agrees that: A. Within a reasonable time after Certification, and entering into the State Support Agreement with the Department, the Authority will proceed with the preparation of final design and construction documents for the Convention Center and the obtaining of all technical i and professional services necessary for construction. B. After receipt of the Final Cost Estimate, the Authority will authorize, and within a reasonable time, initiate the construction of the Convention Center, pursuant to the Master Building Plan and the State Support Agreement between the State and the Authority. C. The Authority shall use the funds, property, or services received from the Municipalities under this Agreement solely for the development, financing, construction and operation of the Convention Center. -10- D. Upon development of the Convention Center, the Authority shall cause the Convention Center to be operated and maintained in accordance with the Act and the Support Agreement (including the completion of a construction audit) and all applicable local ordinances, and for the benefit of the public and general welfare. E. So long as any Revenue Bonds are outstanding pursuant to any Bond Ordinance, the Authority shall: 1. Prepare, execute, and file all certificates as and when required by a Bond Ordinance. 2. Acquire and construct the Convention Center in conformity with law and all requirements of all governmental authorities having jurisdiction thereover. 3. Operate the Convention Center in a sound and economic manner and maintain, preserve, and keep the same, or cause the same to be maintained, preserved, and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and from time to time, make, or cause to be made, all necessary and proper repairs, replacements, and renewals so that at all times, the operation of the Convention Center may be properly conducted. F. The Authority shall pay all taxes and assessments or other municipal and governmental charges, if any, lawfully levied or assessed upon or in respect to the Convention Center or upon any part thereof or upon any revenue therefrom, when the same shall become due, and duly observe and comply with all valid requirements of any municipal or governmental authority having jurisdiction with respect to any part of the Convention Center. The -11- Authority shall pay, or cause to be discharged, or make adequate provision to satisfy and discharge within sixty (60) days after the same shall accrue, all lawful claims and demands for labor, materials, supplies, or other objects, which, if unpaid, might by law become alien upon the Convention Center or any part thereof, or any of the revenues therefrom; provided, however, that nothing in this section contained shall require the Authority to pay, or cause to be discharged, or make provision for, any such lien or charge, so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings. G. The Authority shall so far as it may be authorized by law, pass, make, do, execute, acknowledge, and deliver all and every such further resolutions, acts, deeds, conveyances, assignments, transfers, and assurances as may be necessary for assuring, conveying, granting, assigning, and confirming the rights and payments made by the State of Illinois pursuant to the Support Act, or other funds thereby pledged and assigned, bound to pledge or assign, or as may be reasonable and required to carry out the purposes of the Bond Ordinance and comply with the Act. H. The Authority shall use its best efforts to issue the Revenue Bonds in an amount sufficient to pay a portion of the cost of acquiring, constructing, maintaining and operating the Convention Center, to pay costs of issuance of the Revenue Bonds, to pay capitalized interest on the Revenue Bonds for the period or periods to be determined by the Authority, to fund a debt service, operating, and other related reserve funds in connection with the Revenue Bonds, and to pay other costs as related to those costs not financed by grants or gifts from other parties, persons, or governments. The Authority shall cover any deficits in revenues arising from Convention Center -12- operations through the utilization of reserve funds established by the Authority for such purposes. The Authority shall monitor the status of such reserve funds. If the Authority believes such reserve funds to be insufficient, the Authority shall take such measures as may be reasonable and prudent to address any deficits. I. The aggregate principal amount of Revenue Bonds issued by the Authority (net of any original issue discount and underwriters' discount and net of amounts issued to fund the debt service reserve funds, cost of issuance, other fund reserves, and capitalized interest of the bonds issued by the Authority to finance the Convention Center) shall not exceed $35,850,000 or such other amount as the Authority determines is financially feasible. The Revenue Bonds shall be a continuing, valid, and binding obligation of the Authority payable from its revenues. J. The Authority shall make and keep proper books and accounts in which complete entries shall be made of all transactions relating to the Convention Center, and, within ninety (90) days following the close of each Fiscal Year of the Authority, it will cause the books and accounts of the Convention Center to be audited annually by independent certified public accountants, showing the receipts and disbursements on account of the Convention Center. Copies of such audits shall be furnished to the State and each participating Municipality within thirty (30) days of receipt and filing by the Authority. K The Authority shall carry Directors and Officers, General Comprehensive, Casualty, and Business Interruption insurance and maintain other risk management protection on the Convention Center of the kinds and in the amounts which are customarily carried or maintained by parties operating similar properties, including without limiting the generality of the foregoing, -13- fire, windstorm insurance, public liability, and all additional insurance or protection covering those risks, including such coverage as may be recommended for coverage. All monies received for losses under the insurance policies or risk management protection shall be used to repair, replace or otherwise applied to improving the Convention Center or retiring the bonds. The proceeds derived from any and all policies or risk management protection for public liability shall be credited to an account for payment of operation and maintenance of the Convention Center and used in paying claims on account of which they were received. Uncovered or uninsured losses shall be financed from regular incomes received by the Authority: No special or unplanned charges shall be placed against the Municipality. L. The Authority shall provide an attorney's opinion substantially in the form set forth in Exhibit C attached hereto and marked. 5. MUNICIPALITIES' OBLIGATIONS AND AGREEMENTS Each Municipality agrees to: A. Establish, maintain, and collect the 2% Privilege Tax for the purposes of making payments under this Agreement. B. Pay or cause to be paid the Municipality's Tax Proceeds in the manner provided in Section 2 above. C. Provide for the deposit of all revenues of the 2% Privilege Tax and to provide for the application of revenues as provided above. -14- D. To make and keep proper books and accounts in which complete entries shall be made of all transactions relating to the 2% Privilege Tax and the Municipality's Tax Proceeds, and within One Hundred Eighty (180) days following the close of the Fiscal Year of the Municipality to cause the books and accounts with respect to the 2% Privilege Tax and the Municipality's Tax Proceeds to be audited annually by independent certified public accountants, showing the receipts and disbursements account of the 2% Privilege Tax and the Municipality's Tax Proceeds. The Municipalities shall furnish a copy of said audit to the Authority within thirty (30) days of the receipt and filing of said audit. E. To cooperate with the Authority in the issuance of the Revenue Bonds. In connection with the issuance of Revenue Bonds, each Municipality agrees to comply with all reasonable requests of the Authority and will, upon request: (1) Make available Municipality financial information; (2) Consent to publication and distribution of Municipality financial information; (3) Certify that Municipality financial information is accurate, does not contain an untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements in that information, in light of the circumstances under which they were made, not misleading; (4) Make available to the Authority certified copies of official legislative Municipality proceedings; (5) Provide certificates to be used in a transcript of closing documents; and -15- (6) Provide such other documents that might be reasonably required in connection with this Agreement and the Revenue Bonds. F. Provide an attorney's opinion in a form substantially in the form set forth in Exhibit D attached hereto. G. Each Municipality agrees to use its best efforts and to reasonably enforce collection of the 2% Privilege Tax and to cooperate with the Authority. H. Schaumburg further agrees to waive any impact fees to be assessed against the Convention Center and may limit any other fees as it deems reasonable. 6. DURATION This Agreement shall be effective upon the date entered on the first page of this Agreement which shall be the last date of approval of any of the parties to this Agreement, and shall be in force for forty (40) years from the due date of the first payment of the Tax Proceeds made by the Municipalities. Notwithstanding the above, this Agreement shall terminate eighteen (18) months from the date hereof if the Authority fails to issue any portion of any Revenue Bonds as provided herein. In the event of such termination, the Authority shall pay to each participating Municipality, such Municipality's Tax Proceeds deposited in the Convention Center Fund. 7. DEFAULTS AND REMEDIES A. Defaults of the Municipalities and remedies against defaults. -16- 1. The following events or conditions shall be considered defaults of the Municipalities under this Agreement: (a) Failure to pay when due any amounts payable under this Agreement or; (b) Failure to perform any obligation under this Agreement and the continuation of that failure to perform for thirty (30) days after written notice from the Authority of such failure. 2. In addition to any other remedy which may be available to the Authority at law or in equity or under this Agreement, the Authority shall have the rights to mandamus and specific performance of a Municipality's obligations to the extent allowed by law. 3. In the event of a default by any Municipality, the Authority shall provide the defaulting Municipality with written notice sufficiently detailing the default. In the event the Authority fails to take reasonable steps to enforce the provisions of this Agreement, any two or more Municipalities acting collectively may enforce the provisions of this Agreement with respect to any default of another Municipality by bringing an action against the Municipality in the name of the Authority. B. Defaults by the Authority and Remedies Against Default. (1) The failure by the Authority to diligently pursue or perform any obligation under this Agreement and the continuation of that failure to perform for thirty (30) days after written notice from a Municipality to the Authority of such failure shall be a default of the Authority under this Agreement. -17- (2) The Authority shall not be in default under this Agreement to the extent that it is prevented from or delayed in performance of its obligations under this Agreement by any event or condition beyond its reasonable control, including, but not limited to, strikes or other work stoppages, war, acts of civil or military authorities, earthquakes, tornadoes, or inability of the Authority to borrow money to finance acquisition and construction of the Convention Center. (3) In the event of a default by the Authority under this Agreement, any two Municipalities may collectively bring any action against the Authority, including an action in equity, and actions for mandamus and specific performance of the Authority's obligations to the extent allowed by law, but in any event, whether or not there is an Authority default. A Municipality shall have no right to cancel or rescind this Agreement, no right to withhold payments due or to become due under this Agreement, no right to recover amounts previously paid under this Agreement, no right of reduction or of setoff against amounts due or to become due under this Agreement and no claim on any amounts in the Convention Center Fund. Election of any remedy shall not be a waiver of any other remedy. 8. INDEMNIFICATION A. The Authority shall indemnify, defend and hold harmless each Municipality from any liabilities which the Municipalities may suffer as a result of claims, demands, costs, or judgments against the Municipalities arising out of the financing, design, construction, use, operation, or maintenance of the Convention Center; provided, howcccr, that the Authority shall not be obligated to protect, defend, indemnify, or save harmless any of the Municipalities from any liabilities suffered by the Municipalities caused by a default of a Municipality under the terms of this Agreement or caused by the gross negligence or willful misconduct of a Municipality. In the event that a -18- Municipality suffers or may suffer a loss or incur liability for which an indemnification right is provided, such Municipality shall provide the Authority with written notice of any claim made against the Municipality within ten (10) days after notice or knowledge of such claim. The Authority shall have the exclusive right, in its sole discretion, but without an obligation to do so, to adjust, settle, or compromise any claim, obligation, debt, suit or judgment against the Convention Center, Authority or Municipalities concerning the Convention Center, and retain counsel in accordance with the above and to otherwise defend against such claims. The Municipalities shall not adjust, settle, or compromise any claim, obligation, debt, suit, or judgment against the Convention Center, the Authority or the Municipalities in connection with the Convention Center so long as the Authority, after receiving notice of such claim, obligation, debt, suit or judgment is diligently pursuing the resolution of the same. In the event that the Authority elects not to retain counsel on behalf of the Municipality or not to adjust, settle, or compromise such claim or fails to defend, then the Municipality shall be authorized to defend, adjust, settle or compromise against such claim. In such event, the Authority shall reimburse the Municipality for such reasonable expenses and attorneys' fees within a reasonable period of time, not to exceed sixty (60) days after receipt of written notice of such expenses and fees. B. Each Municipality shall indemnify, defend and hold harmless the Authority from any liabilities which the Authority may suffer as a result of claims, demands, costs, or judgments against the Authority arising out of a default by the Municipality under the terms of this Agreement or the gross negligence or willful misconduct of the Municipality in connection with the Convention Center or the obligations of the Municipality under this Agreement. Should it become necessary for the purposes of resisting, adjusting, or compromising any claims or demands in connection with this indemnification or for the purpose of enforcing this Agreement, for the Authority to incur any expenses, or become obligated to pay any attorneys' fees, or court costs, the -19- Municipality shall reimburse the Authority for such expenses, attorneys' fees and court costs within a reasonable period of time, which in no event shall exceed sixty (60) days after the date of receipt by the Municipality of written notice from the Authority of such expenses and costs. 9. USE OF CONVENTION CENTER The Authority agrees to provide Convention Center facilities to the Municipalities for use by the Municipalities for municipal purposes for a fee equal to the cost to the Authority of providing said facilities to the Municipality, subject to the availability of such facilities as determined by the Authority in its sole discretion. 10. ASSIGNMENT A. The right to receive all payments which are required to be made by the Municipalities to the Authority in accordance with the provisions of this Agreement may be assigned by the Authority to a Trustee as designated in the Bond Ordinance to secure the payment of principal of, premium, if any, and interest on the Authority obligations as those amounts come due, subject to the application of those payments as may be provided in the Bond Ordinance. Each of the Municipalities agrees that it will, upon notice of assignment to trustee, make all payments directly to the Trustee. B. It is understood that the rights of the Authority to enforce the provisions of this Agreement may be assigned to the Trustee and that the Trustee will have the right to enforce this Agreement at law or in equity with or without the further consent or participation of the Authority. As provided in the Bond Ordinance, the Authority shall also retain the right to enforce this Agreement. -20- 11. MISCELLANEOUS A. Severability. If any provision of this Agreement shall be declared invalid for any reason, such invalidation shall not affect other provisions of this Agreement which can be given effect without the invalid provision. The provisions of this Agreement are severable. B. The Authority has, by reason of the Constitution and statutes of the State of Illinois, authority to enter into this Agreement and has further by Resolution, approved its participation in this Agreement, a copy of which is attached hereto as Exhibit E. C. The Municipalities have, by reason of the Constitution of the State of Illinois, authority to enter into this Agreement and have further by Resolution, or Ordinance approved their participation in this Agreement, a form of which Ordinance or Resolution is attached hereto as Exhibit F. D. The Authority and the Municipalities agree that no Municipality shall have any liability for the contracts or obligations of the Authority. No Municipality shall be deemed to have pledged its full faith and credit in support of the Revenue Bonds issued by the Authority; provided, however, that Schaumburg's commitment of $1,700,000 per year to the Authority shall be a pledge of its full faith and credit. E. This Agreement shall be construed in accordance with the laws of the State of Illinois. -21- F. Unless expressly provided herein to the contrary, wherever the approval or consent of any party is required, it shall not be unreasonably withheld or delayed. G. It is understood and agreed that payments made by the Municipalities to the Authority as provided herein shall not be construed as vesting any right, title, or interest in any Municipality in the Convention Center, or in any improvements, enlargements, or extensions thereof. H. This Agreement may be amended or terminated only by written agreement among the Authority and all the Municipalities. L All notices, invoices, and bills under this Agreement shall be in writing except in case of emergency and shall be delivered or mailed by first class mail: To the Authority: Illinois International Convention Center Authority 101 Schaumburg Court Schaumburg, Illinois 60193-1899 ATTENTION: Chairman of the Board -22- To the Village of Schaumburg: Village of Schaumburg Village Manager Schaumburg Municipal Center 101 Schaumburg Court Schaumburg, Illinois 60193-1899 To the Village of Hoffman Estates: Village of Hoffman Estates Village Manager Municipal Building 1200 North Gannon Drive Hoffman Estates, Illinois 60196 To the Village of Elk Grove Village: Village of Elk Grove Village Village Manager Municipal Complex 901 Wellington Avenue Elk Grove Village, Illinois 60007 -23- To the Village of Palatine: Village of Palatine Village Manager Community Center 200 East Wood Street Palatine, Illinois 60067 To the City of Rolling Meadows: City of Rolling Meadows City Manager Municipal Building 3600 Kirchoff Road Rolling Meadows, Illinois 60008 or such other address as either the Authority or any Municipality shall designate by notice to the other. Notices shall be considered given when delivered or 3 days after being deposited in the mail. J. In the event there should at any time by any conflict or possibility of conflict caused by an ambiguity herein between the requirements of a Bond Ordinance and this Agreement regarding the obligations of the Municipalities and the Authority, the provisions of the Bond Ordinance shall govern. -24- K No action by either party to this Agreement other than a written statement signed by the party against whom a waiver is claimed, shall be deemed a waiver of any rights granted by this Agreement. A waiver of rights with respect to any matter arising under this Agreement shall not be deemed a waiver of any other rights under this Agreement, nor a waiver of similar or identical rights with respect to any other matter. L. This Agreement supersedes all prior negotiations or understandings and is the whole Agreement of the parties. There are no other oral or written agreements concerning the subject of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereinabove first written. -25- VILLAGE OF ELK GROVE VILLAGE, a municipal corporation of the State of Illinois, BY: Charles S. Zettek Village President ATTEST: Patricia S. Smith Village Clerk _2g_ EXHIBIT A Form of Ordinance AN ORDINANCE TO AMEND OF THE CODE OF ORDINANCES WHEREAS, the Illinois International Convention Center Authority (hereinafter called the "Authority") has made application to and received certification from the State of Illinois in the sum of $20,000,000 for the construction of the Illinois International Convention Center in the Village of Schaumburg; and WHEREAS, the Illinois Constitution of 1970, Article 7, Section 10, authorizes units of local government to contract and otherwise associate with one another and to use their credit, revenues, and other resources to pay costs and to service debt related to intergovernmental activities; and WHEREAS, the City of Rolling Meadows, and the Villages of Schaumburg, Hoffman Estates, Elk Grove Village, and Palatine have approved an intergovernmental agreement ("Intergovernmental Agreement") with the Authority; and WHEREAS, the Intergovernmental Agreement specifies that the City/Village of shall enact a 2% Privilege Tax pursuant to its home rule authority to be used to cover a portion of the cost of the construction, operation, financing, and management of the Convention Center; and WHEREAS, the Illinois Constitution of 1970, Article 7, Section 6 (a), authorizes home rule units, such as the City/Village of to exercise any power and perform any function pertaining to its government and affairs, including, but not limited to, the power to tax; A-1 EXHIBIT A Form of Ordinance AN ORDINANCE TO AMEND OF THE CODE OF ORDINANCES WHEREAS, the Illinois International Convention Center Authority (hereinafter called the "Authority") has made application to and received certification from the State of Illinois in the sum of $20,000,000 for the construction of the Illinois International Convention Center in the Village of Schaumburg; and WHEREAS, the Illinois constitution of 1970, Article 7, Section 10, authorizes units of local government to contract and otherwise associate with one another and to use their credit, revenues, and other resources to pay costs and to service debt related to intergovernmental activities; and WHEREAS, the City of Rolling Meadows, and the Villages of Schaumburg, Hoffman Estates, Elk Grove Village, and Palatine have approved an intergovernmental agreement ("Intergovernmental Agreement") with the Authority; and WHEREAS, the Intergovernmental Agreement specifies that the City/Village of shall enact a 2% Privilege Tax pursuant to its home rule authority to be used to cover a portion of the cost of the construction, operation, financing, and management of the Convention Center; and WHEREAS, the Illinois Constitution of 1970, Article 7, Section 6 (a), authorizes home rule units, such as the City/Village of to exercise any power and perform any function pertaining to its government and affairs, including, but not limited to, the power to tax; A-1 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL/VILLAGE BOARD OF THE CITY/VILLAGE OF , ILLINOIS, THAT: (INSERT STATUTE BEING AMENDED OR ADDED) The added sections are to read as follows: Division 3. 2% Privilege Tax Section 1. Short Title. This Chapter shall be known and may be cited as the Convention Center 2% Privilege Tax Ordinance of the City/Village of Section 2. Definitions. For the purposes of this Article, the following words and phrases shall have the meanings respectively applied to them: (1) Authority means the Illinois International Convention Center Authority, established as a unit of local government by Illinois Revised Statutes 1989, Chapter 85, Section 3901, et. seq. as amended by Public Act 86- 1414 and as may be amended from time to time. (2) Bond Ordinance means theordinanceto be adopted by the Authority authorizing and providing for the issuance of revenue bonds. (3) Collection Costs means the cost to each Municipality of collecting this tax, which costs shall not exceed in the aggregate one percent (1%) fo the proceeds of this tax. (4) Convention center means one or more bdildings, facilities, or improvements, to be constructed substantially in accordance with a Master Building Plan, which will be owned and operated by the Authority. (5) Treasurer means the Office of Treasurer (or Director of Finance) of the City/Village of , created under of the Code of Ordinances. A-2 + J (6) Hotel or Motel Room means a room within a structure offered for rental and containing facilities for sleeping. One room offered for rental with or without an adjoining bath shall be considered as a single motel or hotel room. The number of motel or hotel rooms within a suite shall be computed on the basis of those rooms utilized for the purpose of sleeping, and separately rented rooms within a suite shall each be considered as a separate hotel or motel room for the purposes of this ordinance. (7) Person means any natural person, trust, court appointed representative, syndicate, association, partnership, firm, club, company, corporation, business trust, institution, agency, contractor, supplier, vendor, vendee, operator, user, owner, or any officers, agents, employees, or other representatives acting either for himself or any other person in any capacity or any other entity recognized by law as the subject of rights and duties; the masculine, feminine, singular, or plural is included in these circumstances. (8) Renter means any person who pays for the privilege of using or occupying a Hotel Room or Motel Room for the period for which payment is made. (9) State means the state of Illinois or any agency or department of the State of Illinois. (10) State Funding means money committed and distributed to the Authority from the Metropolitan Exposition, Auditorium, and Office Building Fund in the State Treasury, created in Section 1393 of the "Metropolitan Civic Center Support Act," Chapter 85, Section 1391 et. sec, of the Illinois Revised Statutes. A-3 Section 3. Hotel or Motel Sales Tax Imposed. (a) There is hereby levied and imposed upon the use and privilege of renting a Hotel or Motel Room for any purpose in the City/Village of for each twenty-four (24) hour period, or any portion thereof, a tax of two percent (2%) of the daily room rental rate. The tax herein levied shall be paid in addition to any and all other taxes and charges applicable to such hotels and motels, but such other taxes and charges shall not be construed to be a part of the charge upon which the herein tax is levied. (b) The ultimate incidence of and liability for payment of the tax levied herein is to be borne by the Renter of the Hotel Room or Motel Room, and nothing in this section shall be construed to impose a tax upon the occupation of renting Hotel or Motel rooms. (c) Any Person engaged in renting Hotel or Motel Rooms shall include the tax imposed herein in the rental price, or otherwise absorb such tax, and pay over to the Treasurer said tax under procedures prescribed by the Treasurer in the manner provided in this ordinance. (d) This section shall not apply to any Renter who pays for the privilege of renting same room in the same Hotel or Motel Room more than thirty (30) consecutive days, or to any person who works and resides in the same hotel or motel as a condition of employment therein. (e) The tax herein shall be effective and collected beginning the first day of the second month after its adoption by the CITY/VILLAGE of A-4 Section 4. Transmittal of Hotel and Motel Tax; Transmittal of Reports; Records Rewired. (a) Any Person engaged in the renting of Hotel or Motel Rooms shall transmit to the Treasurer, on or before the last day of the calendar month following the last day of any fiscal quarter, May 1 to July 31, August 1 to October 31, November 1 to January 31, and February 1 through April 30 a sum of money equal to the tax collected for the renting of Hotel or Motel rooms for the preceding quarter; and simultaneously therewith, shall transmit a report upon forms supplied by the Treasurer indicating the gross receipts from the renting of Hotel or Motel rooms and such other information as the Treasurer may require for the enforcement of this ordinance. (b) Any Person engaged in the renting of Hotel or Motel Rooms shall keep complete and accurate books and records, including a daily sheet showing the gross receipts for the Hotel or Motel rentals for the day reported, and the taxes collected on that day. (c) For the purposes of administering and enforcing this ordinance, the Treasurer shall, after providing not less than twenty-four (24) hours• notice, have access during normal business hours to the books and records of persons engaged in the renting of Hotel and Motel rooms. Section 5. Penalty. Any person who violates Sections 3 or 4 of this ordinance, upon conviction thereof, shall be punished by a fine of not less than Two Hundred Dollars ($200) nor more than Three Hundred Dollars ($300) for the first offense and not less than Three Hundred Dollars ($300) nor more than Five Hundred Dollars ($500) for the second and each subsequent offense in any 180 day period. A separate and distinct offense shall be regarded as having been committed each day upon which said person shall continue any such violation. A-5 Section 6. Proceeds of Taxes. Convention Center Fund. Upon receipt of the proceeds of this tax, the Treasurer shall no later than 45 days after the end of the Quarter deposit the taxes paid pursuant to Section 3 thereof for the preceding Quarter to the Authority, or its Assignee. In the event any trustee designated by the Authority notifies the Treasurer that there has been a default by the Authority under the Bond Ordinance, and notifies the Treasurer to direct all payments to the trustee, the Treasurer shall pay the proceeds from this tax to the trustee and shall perform all of its obligations hereunder for the benefit of such trustee. Section 7. Termination. Partial Invalidity. (a) This ordinance shall remain in full force and effect for a period of 40 years, unless terminated sooner in accordance with the terms and conditions of the Intergovernmental Agreement. (b) The sections and provisions of this ordinance shall be deemed to be separable, and the invalidity of any section or provision of this ordinance shall not affect the validity of the remainder. Section S. Full Force and Effect. This ordinance shall take effect and be in full force upon its enactment and the proper publication thereof. The taxes levied shall be collected from the first day of the first month after the effective date and shall be transmitted to the Treasurer per the manner prescribed in Section 4. Section 9. Ordinances in Conflict; Repeal. Any ordinances or parts of ordinances in conflict herewith are hereby repealed to the extent of such conflict. A-6 EXHIBIT B Form of Ordinance Village of Hoffman Estates WHEREAS, the Illinois International Convention Center Authority (hereinafter called the "Authority") has made application to and received certification from the State of Illinois in the sum of $20,000,000 for the construction of the Illinois International Convention Center in the Village of Schaumburg; and _ WHEREAS, the Illinois Constitution of 1970, Article 7, Section 10, authorizes units of local government to contract and otherwise associate with one another and to use their credit, revenues, and other resources to pay costs and to service debt related to intergovernmental activities; and WHEREAS, the City of Rolling Meadows, and the Villages of Schaumburg, Hoffman Estates, Elk Grove Village, and Palatine have approved an intergovernmental agreement ("Intergovernmental Agreement") with the Authority; and WHEREAS, the Intergovernmental Agreement specifies that the Village of Hoffman Estates shall enact a 2% Privilege Tax pursuant to its home rule authority to be used to cover a portion of the cost of the construction, operation, financing, and management of the Convention Center; and WHEREAS, the Illinois Constitution of 1970, Article 7, Section 6 (a) , authorizes home rule units, such as the Village of Hoffman Estates to exercise any power and perform any function pertaining to its government and affairs, including, but not limited to, the power to tax; B-1 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL/VILLAGE BOARD OF THE VILLAGE OF HOFFMAN ESTATES, ILLINOIS, THAT: (INSERT STATUTE BEING AMENDED OR ADDED) The added sections are to read as follows: Division 3. 2% Privilege Tax Section 1. Short Title. This Chapter shall be known and may be cited as the Convention Center 2% Privilege Tax Ordinance of the Village of Hoffman Estates. Section 2. Definitions. For the purposes of this Article, the following words and phrases shall have the meanings respectively applied to them: (1) Authority means the Illinois International Convention Center Authority, established as a unit of local government by Illinois Revised Statutes 1989, Chapter 85, Section 3901, et. seq. as amended by Public Act 86- 1414 and as may be amended from time to time. (2) Bond Ordinance means the ordinance to be adopted by the Authority authorizing and providing for the issuance of revenue bonds. (3) Collection Costs means the cost to each Municipality of collecting this tax, which costs shall not exceed in the aggregate one percent (1%) of the proceeds of this tax. (4) Convention Center means one or more buildings, facilities, or improvements, to be constructed substantially in accordance with a Master Building Plan, which will be owned and operated by the Authority. (5) Treasurer means the Office of Treasurer (or Director of Finance) of the Village of Hoffman Estates, created under of the Hoffman Estates Code of ordinances. B-2 (6) Hotel or Motel Room means a room within a structure offered for rental and containing facilities for sleeping. one room offered for rental with or without an adjoining bath shall be considered as a single motel or hotel room. The number of motel or hotel rooms within a suite shall be computed on the basis of those rooms utilized for the purpose of sleeping, and separately rented rooms within a suite shall each be considered as a separate hotel or motel room for the purposes of this ordinance. (7) Person means any natural person, trust, court appointed representative, syndicate, association, partnership, firm, club, company, corporation, business trust, institution, agency, contractor, supplier, vendor, vendee, operator, user, owner, or any officers, agents, employees, or other representatives acting either for himself or any other person in any capacity or any other entity recognized by law as the subject of rights and duties; the masculine, feminine, singular, or plural is included in these circumstances. (8) Renter means any person who pays for the privilege of using or occupying a Hotel Room or Motel Room for the period for which payment is made. (9) State means the State of Illinois or any agency or department of the State of Illinois. (10) State Funding means money committed and distributed to the Authority from the Metropolitan Exposition, Auditorium, and Office Building Fund in the state Treasury, created in section 1393 of the "Metropolitan Civic Center Support Act, " Chapter 85, Section 1391 et. sec. of the Illinois Revised Statutes. B-3 Section 3. Hotel or Motel Sales Tax Imposed. (a) There is hereby levied and imposed upon the use and privilege of renting a Hotel or Motel Room for any purpose east of Bartlett Road in the Village of Hoffman Estates for each twenty-four (24) hour period, or any portion thereof, a tax of two percent (28) of the daily room rental rate. The tax herein levied shall be paid in addition to any and all other taxes and charges applicable to such hotels and motels, but such other taxes and charges shall not be construed to be a part of the charge upon which the herein tax is levied. (b) The ultimate incidence of and liability for payment of the tax levied herein is to be borne by the Renter of the Hotel Room or Motel Room, and nothing in this section shall be construed to impose a tax upon the occupation of renting Hotel or Motel rooms. (c) Any Person engaged in renting Hotel or Motel Rooms shall include the tax imposed herein in the rental price, or otherwise absorb such tax, and pay over to the Treasurer said tax under procedures prescribed by the Treasurer in the manner provided in this ordinance. (d) This section shall not apply to any Renter who pays for the privilege of renting same room in the same Hotel or Motel Room more than thirty (30) consecutive days, or to any person who works and resides in the same hotel or motel as a condition of employment therein. (e) The tax herein shall be effective and collected beginning the first day of the second month after its adoption by the VILLAGE of HOFFMAN ESTATES. B-4 Section 4. Transmittal of Hotel and Motel Tax; Transmittal of Reports; Records Required. (a) Any Person engaged in the renting of Hotel or Motel Rooms shall transmit to the Treasurer, on or before the last day of the calendar month following the last day of any fiscal quarter, May 1 to July 31, August 1 to October 31, November 1 to January 31, and February 1 through April 30 a sum of money equal to the tax collected for the renting of Hotel or Motel rooms for the preceding quarter; and simultaneously therewith, shall transmit a report upon forms supplied by the Treasurer indicating the gross receipts from the renting of Hotel or Motel rooms and such other information as the Treasurer may require for the enforcement of this ordinance. (b) Any Person engaged in the renting of Hotel or Motel Rooms shall keep complete and accurate books and records, including a daily sheet showing the gross receipts for the Hotel or Motel rentals for the day reported, and the taxes collected on that day. (c) For the purposes of administering and enforcing this ordinance, the Treasurer shall, after providing not less than twenty-four (24) hours'notice, have access during normal business hours to the books and records of persons engaged in the renting of Hotel and Motel rooms. Section 5. Penalty. Any person who violates sections 3 or 4 of this ordinance, upon conviction thereof, shall be punished by a fine of not less than Two Hundred Dollars ($200) nor more than Three Hundred Dollars ($300) for the first offense and not less than Three Hundred Dollars ($300) nor more than Five Hundred Dollars ($500) for the second and each subsequent offense in any 180 day period. A separate and distinct offense shall be regarded as having been committed each day upon which said person shall continue any such violation. B-5 Section 6. Proceeds of Taxes. Convention Center Fund. Upon receipt of the proceeds of this tax, the Treasurer shall no later than 45 days after the end of the Quarter deposit the taxes paid pursuant to Section 3 thereof for the preceding Quarter to the Authority, or its Assignee. In the event any trustee designated by the Authority notifies the Treasurer that there has been a default by the Authority under the Bond Ordinance, and notifies the Treasurer to direct all payments to the trustee, the Treasurer shall pay the proceeds from this tax to the trustee and shall perform all of its obligations hereunder for the benefit Of such trustee. Section 7. Termination. Partial Invalidity. (a) This ordinance shall remain in full force and effect for a period of 40 years, unless terminated sooner in accordance with the terms and conditions of the Intergovernmental Agreement. (b) The sections and provisions of this ordinance shall be deemed to be separable, and the invalidity of any section or provision of this ordinance shall not affect the validity of the remainder. Section S. Full Force and Effect. This ordinance shall take effect and be in full force upon its enactment and the proper publication thereof. The taxes levied shall be collected from the first day of the first month after the effective date and shall be transmitted to the Treasurer per the manner prescribed in Section 4. Section 9. Ordinances in Conflict; Repeal. Any ordinances or parts of ordinances in conflict herewith are hereby repealed to the extent of such conflict. B-6 EXHIBIT E Authority Resolution (A cony of the Authority's Resolution authorizing its entrance into this Agreement will be attached .or to submission to the State of Illinois) EXHIBIT F Form of Municipality Resolution or Ordinance (Copies of the resolutions or ordinances authorizing the participating municipalities to participate in this Agreement will be attached prior to submission to the State of Illinois)