HomeMy WebLinkAboutORDINANCE - 3070 - 2/14/2006 - 2006 AMENDED/RESTATED INTERGOV AGRMTORDINANCE NO. 3070
AN ORDINANCE AUTHORIZING THE EXECUTION OF "THE 2006 AMENDED AND
RESTATED INTERGOVERNMENTAL AGREEMENT PROVIDING FOR THE
PLANNING, DEVELOPMENT AND OPERATION OF THE ABRAHAM LINCOLN
NATIONAL AIRPORT AND THE CREATION OF THE ABRAHAM LINCOLN
NATIONAL AIRPORT COMMISSION"
WHEREAS, Section 5/11-101-1 et seq. of the Illinois Municipal Code (65 ILLS 5/11-
101-1), Section 5/11-103-1 et seq. of the Illinois Municipal Code (65 ILCS 5/11-103-1), Section
20/0.01 et seq. of the Joint Airports Act (620 ILCS 20/0.01) together with other acts adopted by
the General Assembly of the State of Illinois authorize Illinois municipal corporations to plan,
develop, own and operate airports and related facilities either within or without their corporate
limits; and,
WHEREAS, Section 10 of Article VII of the Constitution of the State of Illinois of 1970
authorizes units of local government, including municipalities, to contract to exercise, combine,
or transfer any power or function not prohibited to them by law or ordinance; and,
WHEREAS, the Illinois Intergovernmental Cooperation Act (5 ILCS 220/1 et seq.),
authorizes municipalities to exercise jointly with any public agency of the State, including other
units of local government, any power, privilege, or authority which may be exercised by a unit of
local government individually, and to enter into contracts for the performance of governmental
services, activities and undertakings; and,
WHEREAS, that certain Intergovernmental Agreement dated October 20, 2003, as
amended and restated in January 2004 (hereinafter referred to as "IGA") created the South
Suburban Airport Commission, subsequently renamed as the Abraham Lincoln National Airport
Commission (the "Commission") and it is desired that the IGA be further amended and restated
pursuant to "The 2006 Amended And Restated Intergovernmental Agreement Providing For The
Planning, Development And Operation Of The Abraham Lincoln National Airport And The
Creation Of Abraham Lincoln National Airport Commission" dated as of February 2006 ("2006
Revised IGA") , and comprised solely of home rule units of local government, a copy of which is
attached hereto as Exhibit "A" and is, by this reference, incorporated herein; and,
WHEREAS, Elk Grove Village, Illinois, one of the initial signatories and Members of
the IGA and a Predevelopment Founding Member of the Commission, desires to execute the
2006 Revised IGA as an exercise of its home rule and intergovernmental cooperation authority
under the Constitution and Statutes of the State of Illinois.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND BOARD OF
TRUSTEES OF ELK GROVE VILLAGE, ILLINOIS, an Illinois Municipal Corporation, a
home rule unit of local government in the excercise of its powers, as follows:
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Section 1: That the recitals set forth hereinabove are incorporated herein by reference as
substantive provisions of this Ordinance.
Section 2: That the Mayor and the Village Clerk be and the same are hereby authorized
and directed to execute "The 2006 Amended and Restated Intergovernmental Agreement
Providing For The Planning, Development and Operation of the Abraham Lincoln National
Airport and the Creation of the Abraham Lincoln National Airport Commission", a copy of
which has attached hereto as Exhibit "A" and incorporated by reference herein.
Section 3: That all ordinances and resolutions, or parts thereof, in conflict with the
provisions of this Ordinance are, to the extent of such conflict, expressly repealed.
Section 4: That this Ordinance shall be in full force and effect from and after its passage
and approval as provided by law.
VOTE: AYES: 5 NAYS: 0 ABSENT: 1
PASSED this 14`' day of February 2006.
APPROVED this 10 day of February 2006.
APPROVED:
Mayor Craia B. Johnson
Village of Elk Grove Village
ATTEST:
Ann I. Walsh, Villaee Clerk
PUBLISHED this 17`h day of February 2006 in pamphlet form.
Ord.aiMonamende &UW6
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THE 2006 AMENDED AND RESTATED INTERGOVERNMENTAL
AGREEMENT PROVIDING FOR THE PLANNING. DEVELOPMENT AND
OPERATION OF THE ABRAHAM LINCOLN NATIONAL AIRPORT AND THE
CREATION OF THE ABRAHAM LINCOLN NATIONAL AIRPORT COMMISSION
This 2006 Amended and Restated Intergovernmental Agreement (the "Agreement")
dated as of February , 2006 is entered into by and among each of the undersigned home rule
units of local government (together with such additional home rule units of local government as
may, from time to time, be admitted into membership as "Subsequent Members" as hereinafter
defined and provided), (hereinafter individually referred to as "Member" and collectively as
"Members").
RECITALS
WHEREAS, the South Suburban Airport Commission, an Illinois joint airport
commission, was formed in October 20, 2003 pursuant to a certain Intergovernmental Agreement
dated October 20, 2003 as amended and restated in January 2004 (hereafter the January 2004
Amended and Restated Intergovernmental Agreement) for the purpose of establishing and
operating the Abraham Lincoln National Airport (the "Airport"); and
WHEREAS, the South Suburban Airport Commission, changed its name to the Abraham
Lincoln National Airport Commission; and
WHEREAS, the Abraham Lincoln National Airport Commission (the "Commission")
desires to amend and restate the January 2004 Amended and Restated Intergovernmental
Agreement to reconstitute the Commission as provided for below; and
WHEREAS, each Member which is a city or a village is an Illinois municipal corporation
organized and existing under the Illinois Municipal Code (65 ILCS 5/1-1-1, et seq.) and is a body
politic and corporate (65 ILCS 5/2-3-8); and
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WHEREAS, the Village of Park Forest and the Village of University Park are sometimes
hereinafter referred to individually as a "Founding Member" and collectively as the "Founding
Members"; and
WHEREAS, the Village of Bensenville and the Village of Elk Grove are sometimes
hereinafter referred to individually as a "Predevelopment Supporting Member" and collectively
as the "Predevelopment Supporting Members" and the Village of Elk Grove is sometimes
referred to as a Predevelopment Home -Rule Founding Member or a Predevelopment Founding
Member; and
WHEREAS, each Member is a "unit of local government" as that term is defined in
Article VII, Section 1, of the Constitution of Illinois, 1970;
WHEREAS, on the effective date of this Agreement each Member is a "home rule unit"
of local government as provided for in Article VII, Section 6 of the Constitution of Illinois, 1970,
and each such home rule unit, in entering into this Agreement, has made an express legislative
finding that the subject matter of this Agreement pertains to its government and affairs and that it
is the intent of each such home rule unit to share its home rule authority to the extent permitted
by law;
WHEREAS, the Members intend to confer upon the Commission (as hereinafter defined
and created) all powers recognized by the Constitution of Illinois, 1970, Article VII, Section 10,
which authorizes units of local government, including the Members, to contract or otherwise
associate among themselves, and to exercise, combine or transfer any power or function in any
manner not prohibited by law or by ordinance. Said Section further permits units of local
government, including the Members, to contract and otherwise associate with individuals,
associations and corporations in any manner not prohibited by law or ordinance; and
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WHEREAS, the Intergovernmental Cooperation Act (5 ILCS 220/1, et seq.) defines
"public agency" to include, among other entities, units of local government as defined in the
Illinois Constitution of 1970, which includes the Members, and provides that any public agency
may exercise, combine, transfer and enjoy jointly with any other public agency, including other
units of local government, any power, privilege, function, or authority which may be exercised
by a public agency individually (5 ILCS 220/3); and
WHEREAS, the Intergovernmental Cooperation Act further specifically provides that:
"Any public agency entering into an agreement pursuant to this act may appropriate
funds and may sell, lease, give, authorize the receipt of grants, or otherwise supply the
administrative joint board or other legal or administrative entity created to operate the joint or
cooperative undertaking by such personnel or services therefore as may be within its legal power
to furnish" (5 ILCS 220/4); and
WHEREAS, the Intergovernmental Cooperation Act further specifically provides that:
"(A)ny one or more public agencies may contract with any one or more other public
agencies to perform any governmental service, activity or undertaking or to combine, transfer, or
exercise any powers, functions, privileges, or authority which any of the public agencies entering
into the contract is authorized by law to perform, provided that such contract shall be approved
by the governing bodies of each party to the contract and except where specifically and expressly
prohibited by law. Such contract shall set forth fully the purposes, powers, rights, objectives and
responsibilities of the contracting parties."(5 ILCS 220/5); and
WHEREAS, the corporate authorities of each Member which is a city or village
organized and existing under the Illinois Municipal Code is further expressly authorized to
jointly exercise with other municipal corporations, governmental subdivisions or districts
(including the other Members) the powers conferred upon such municipalities in the Illinois
Municipal Code (65 ILCS 5/1-1-5); and
WHEREAS, under the Constitution of Illinois, 1970, and under various statutes enacted
thereunder, each Member enjoys numerous powers and authorities, enumerated and implied,
which enable, permit and authorize it to cooperate in the development, construction and
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operation of airports, a partial list of such powers and authorities being hereinafter set forth in
Article Six hereof; and
WHEREAS, in addition to the powers specified herein, each of the Members may have
additional enumerated and implied powers which would aid in the implementation of the
purposes of this Agreement. Each Member agrees that in addition to the powers identified in
Article Six hereof, each Member further agrees to exercise, combine, transfer and jointly enjoy
such additional enumerated and implied powers as may otherwise exist which might, in any way,
assist in obtaining and securing the benefits and purposes of this Agreement, and
WHEREAS, 620 ILCS 20/0.01 et seq. (the "Joint Airports Act") provides that any
number of municipalities (and/or counties) may enter into an agreement with any one or more
other municipalities under the Intergovernmental Cooperation Act for the purpose of jointly
establishing and operating an airport and its facilities; and
WHEREAS, the Joint Airports Act further provides that:
"I'he Commission of any airport established under the `Intergovernmental Cooperation
Act' shall have the authority to carry out any and all statutory powers and duties or other
responsibilities vested in the corporate authorities of the counties or the municipalities entering
into an Intergovernmental Agreement to establish and operate an airport and its facilities under
this Act." (620 ILCS 20/4).
WHEREAS, the Joint Airports Act further provides that the terms of such
intergovernmental agreement shall provide for the creation of a "Joint Airport Commission" for
the purpose of "establishing and operating the airport and its facilities" and, in creating said
Commission, may provide for "the number and manner of the appointment of members of the
Commission, residence requirements, term of office, compensation, resignation or removal from
office, filling of vacancies, election of officers and such other functions, powers and duties of
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membership as are reasonable and necessary to establish and operate an airport and its facilities."
(620 ILCS 20/2); and
WHEREAS, the Commission entered into that certain Memorandum of Agreement
("Memorandum of Agreement') dated as of September 13, 2004 by and among the Commission,
LCOR Holdings LLC, a Delaware limited liability company ("LCOR") and SNC-Lavalin
America, Inc. a Colorado corporation ("SNC') (LCOR together with SNC, ("Developer")
pursuant to which the Commission agreed to negotiate with Developer to determine if mutually
acceptable terms and conditions can be agreed upon for the lease, financing, development,
operation, maintenance and management of the Airport.
WHERAS, the Predevelopment Supporting Members have heretofore entered into an
"Intergovernmental Pre -Development Services Agreement" as of July 7, 2002, as amended, by
and among the Predevelopment Supporting Members and LCOR Holdings LLC and SNC-
Lavalin (respectively, the "Pre -Development Services Agreement' and the "Consultants") for the
purpose of performing certain due diligence and feasibility studies, as therein specified, for the
planning, development, construction and operation of a regional commercial airport in the south
suburban region; and
WHEREAS, the Members have determined that the development of the Airport will
enhance the air traffic system serving the greater Chicago metropolitan area benefiting all of the
residents and businesses located therein, providing jobs and promoting the development of
business and industry in the greater south suburban area while relieving any delays being
experienced at other area airports; and
WHEREAS, the Members have created, and by the adoption and execution of this
Amended and Restated Agreement, confirm the creation of the Commission in conformance with
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the Joint Airports Act and further confirm that they have transferred to, and have agreed to
exercise, combine and enjoy jointly with, the Commission the powers referenced in the
foregoing recitals as well as those powers which are further enumerated in Article Six hereof,
together with such other additional enumerated and implied powers as they may presently have
or hereafter acquire to develop, own and operate a south suburban regional commercial airport,
and, in furtherance thereof, the Predevelopment Supporting Members have delegated, transferred
and assigned and hereby confirm the delegation, transfer and assignment of their rights and
responsibilities under the Pre -Development Services Agreement to the Commission as
hereinafter more fully set forth; and
WHEREAS, the Founding Members and the Predevelopment Supporting Members have
heretofore entered into the "Intergovernmental Agreement Providing For The Planning,
Development And Operation Of The South Suburban Airport And The Creation Of The South
Suburban Airport Commission" dated as of October 20, 2003, as restated and amended on
January 13, 2004, and as renamed the Abraham Lincoln National Airport Commission, and now
desire to modify said agreement through the adoption of this amendment and restatement
thereof:
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
and agreements hereinafter set forth, and other good and valuable consideration, the adequacy
and sufficiency of which is hereby acknowledged, the Members do hereby agree as follows:
ARTICLE ONE
RECITALS
The preambles set forth above are hereby incorporated herein as substantive provisions of
this Agreement as if they were fully set out in this Article One.
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ARTICLE TWO
PURPOSE
2.01. The Members agree that the purpose of this Agreement is to make provision for
the planning, development, funding, construction and operation of a regional commercial airport
with passenger and cargo facilities to be known as the "Abraham Lincoln National Airport" to
meet the future public demand for additional airport facilities to serve the south suburban region
and to expand the Chicago region's aviation capacity in an efficient, cost-effective, expeditious
and environmentally sound basis.
2.02. The Members have heretofore created a Joint Airport Commission as authorized
in 620 ILCS 20/2 which is now, and shall continue to be known as, the "Abraham Lincoln
National Airport Commission" (hereinabove and hereinafter sometimes referred to as the
"Commission"). The Commission has been established for the purpose of planning, developing,
funding, constructing and operating the Abraham Lincoln National Airport and shall continue to
further exercise such powers and authorities as the Members may presently enjoy, or such
powers and authorities as may be enjoyed in the future, specifically including, but not by way of
limitation, the powers and authorities set forth in Article Six hereof, and the Members hereby
transfer and delegate such powers and authorities to the Commission, and its Board of Directors
(as hereinafter defined and provided), for the purposes herein identified.
ARTICLE THREE
COOPERATION. EXCLUSIVITY AND CONFIDENTIALITY
3.01. Each Member covenants and promises to each other Member that it shall diligently, in
good faith and in the exercise of its best efforts, take all actions necessary for the planning,
development, creation, construction, and funding of the Abraham Lincoln National Airport and,
further, provide for the operation, maintenance, expansion and further development of said
Airport through participation in the Commission all as more fully provided for herein. Pursuant
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to 5 ILCS 220/4, each Member may provide personnel or services to the Commission as maybe
within its legal power to furnish. Except to the extent a Member has expressly agreed in writing
to pledge its full faith and credit with respect to the planning, development, funding,
construction, and operation of the Airport, under no circumstances whatsoever shall the
individual Members (as distinguished from the Commission) be held liable, or otherwise be
found obligated, to pledge their full faith credit, be compelled to levy taxes, or be required to
pay, encumber or expend any of their financial resources, monies, accounts or deposits in order
to assure, carry -out or achieve the planning, development, funding, construction, and operation
of the Airport, and no such relief shall be claimed or sought as against the individual Members
(as distinguished from the Commission) from other Members or from third -parties.
3.02. Each Member covenants and promises to take no action which is inconsistent
with, or fail to take action which is consistent with this Agreement as originally written or as
validly amended.
3.03. Each Member covenants and promises to work exclusively with each other
Member and shall not work with or negotiate with any other private or public entity other than
through the Commission in the planning, development, creation, funding, operation, and
maintenance of the Abraham Lincoln National Airport (including but not limited to the planning,
development, creation, funding, operation, and maintenance of any other airport related
commission, or another airport within the radius of 75 miles of the Abraham Lincoln National
Airport), and shall not take any action or fail to take any such action that could reasonably be
expected to create any conflict of interest that would prevent or materially affect or impair the
ability of the Members to develop the Abraham Lincoln National Airport pursuant to this
Agreement. This covenant shall not be deemed to apply to any general aviation airport (an
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airport that does not hold a certificate issued by the Federal Aviation Administration under Part
139 of the Federal Aviation Regulations) located within the counties of Will, Kankakee and
Cook as the same may exist as of the date hereof and as the same may be configured as of the
date hereof.
3.04. Except as otherwise expressly provided herein, the parties shall maintain the
results of any and all studies, inquiries, information, documents and materials provided by or on
behalf of any party to this Agreement relating to the subject matter of this Agreement and the
development of the Abraham Lincoln National Airport (collectively "Confidential Information")
strictly confidential, except as required by law, provided that the parties may disclose such
Confidential Information with the express written consent of the other parties.
ARTICLE FOUR
As used herein, the following terms shall have the meanings ascribed to them in this
Article Four:
4.01. "Airport" or "Abraham Lincoln National Airport" shall mean the regional
commercial airport serving the south suburban region of Chicago, Illinois, and generally
located within the Townships of Monee, Crete, Will and Washington in Eastern Will
County, Illinois, created pursuant to the provisions of this Agreement. This term shall
include landing fields, landing strips, hangars, terminal buildings and other structures and
facilities related thereto.
4.02. "Airport Development Build -out and Enforcement Provisions" shall have the
meaning set forth in Section 5.12.01 (b) (3).
4.03. "Alternate Commissioner" or "Alternate" shall mean a person appointed by a
Member to serve on the Commission in the capacity of Alternate Commissioner as herein
provided.
4.04 "Architectural Services" shall mean any professional service as defined in Section 5
of the Illinois Architectural Practice Act of 1989.
4.05. "Board" or "Board of Directors" shall mean the Board of Directors constituted
pursuant to Section 5.06 hereof.
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4.06. `By-laws" shall mean the By-laws attached hereto and incorporated herein as
Exhibit "A", together with any subsequent amendments thereto adopted in conformance
with the restrictions and procedures set forth herein.
4.07. "Commissioner" shall mean a person appointed by a Member to serve on the
Commission in the capacity of a Commissioner as herein provided.
4.08. "Construction Services" shall mean labor and/or material services in furtherance of
the construction and development of the Airport.
4.09. "Consultants" or "Developer" as the case may be shall mean LCOR Holdings LLC
and SNC-Lavalin America, Inc.
4.10. "Development Services Agreement" means one or more Agreements between the
Commission and a private developer(s) for the planning, development, construction,
financing, leasing, operation and maintenance of the Abraham Lincoln National Airport,
including the Memorandum of Agreement between the Commission and the Developer..
4.11. "Director" or "Directors" shall mean, as the context requires, one or more
Commissioners or Alternate Commissioners, elected or appointed to the Board of
Directors pursuant to the provisions of Section 5.06 hereof.
4.12. "Engineering Services" shall mean any professional services as defined in Section
4 of the Professional Engineering Act of 1989.
4.13. "Founding Member" or "Founding Members" shall mean one or both of the
following Members, as the context may provide: the Village of Park Forest or the Village
of University Park.
4.14. "Initial Phase" shall have the meaning set forth in Section 5.09.
4.15. "Land Surveying Services" shall mean any professional service as defined in
Section 5 of the Illinois Professional Land Surveyor Act of 1989.
4.16. "Legal Services" shall mean any professional services provided or to be provided
by one or more attorneys licensed to practice law in the State of Illinois or before the bar
of any other state or the District of Columbia.
4.17. "Manager" shall mean a person or firm possessing expertise in the development,
construction, operation and management of regional commercial airports and retained or
employed by the Commission for the purpose of securing the benefit of such services for
the Airport.
4.18. "Management Services" shall mean professional services for the development,
construction, operation and management of the Airport.
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4.19. "Member" shall mean the Founding Members, the Predevelopment Founding
Member and any Subsequent Member which has executed this Agreement in the manner
herein provided, remains in good standing hereunder and has not defaulted in the
performance of any duty or responsibility assumed and imposed under the terms hereof.
4.20. "Predevelopment Home -Rule Founding Member" shall mean Elk Grove Village.
4.21 "Predevelopment Supporting Member" or "Predevelopment Supporting Members"
shall mean one or both of the Village of Bensenville or Elk Grove Village.
4.22. "Predevelopment Supporting Members' Contribution" shall have the meaning set
forth in Section 5.12.
4.23. "Pre -Development Services Agreement" shall mean the Intergovernmental Pre -
Development Services Agreement effective as of July 7, 2002 , as amended from time to
time, by and among the Predevelopment Supporting Members and the Developer.
4.24. "Services Contract" shall mean any contract, written or oral, entered into by the
Commission for the purpose of securing provision of Architectural Services, Land
Surveying Services, Engineering Services or Legal Services for the benefit of the
Commission or the Airport.
4.25. "South Suburban Airport Commission" renamed the "Abraham Lincoln National
Airport Commission" or "Commission" shall mean the Commission created pursuant to
the terms of this Agreement.
4.26. "Subsequent Member" shall mean a home -rule unit of local government which
becomes a Member subsequent to the date first referenced above in the manner
hereinafter provided.
4.27. "Terminated Member" shall mean any Member which loses its status as such,
voluntarily or involuntarily, in the manner and subject to the terms hereinafter provided.
4.28. "Transferred Authority" shall mean the powers, privileges, functions or authorities
of each Member hereof transferred and delegated to the Commission pursuant to the
terms of this Agreement.
4.29. "Transition Event" or "Transition Events" shall have the meaning set forth in
Section 5.12.
4.30. "Transition Period" shall have the meaning set forth in Section 5.12,
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ARTICLE FIVE
THE ABRAHAM LINCOLN NATIONAL AIRPORT COMMISSION
5.01. Formation, General. Each Member hereby confirms and covenants that ordinances
were passed and approved by each of the Members duly authorizing the execution of this
Agreement and that each of these ordinances sets forth the agreement of the enacting Member to
exercise, combine, transfer, delegate and jointly enjoy to and with the Commission the powers,
functions, privileges and authorities set forth in this Agreement and detailed in Article Six
hereof.
The Commission shall operate on a calendar fiscal year. All meetings of the
Commission, its Board of Directors or any Committee thereof, shall be conducted in accordance
with the "Open Meetings Act" (5 ILCS 120/1 et seq) and the Commission shall comply with the
requirements of the Local Records Act (50 ILCS 205/1 et seq.), the Freedom of Information Act
(5 ILCS 140/1.1 et seq.), together with any other applicable law, rule or regulation governing the
conduct of business by units of local government in the State of Illinois.
5.02. Membership. The Commission shall consist of Commissioners equal in number to
the number of Members. Each Member shall, by a majority vote of its corporate authorities,
appoint to the Commission a Commissioner, as well as an Alternate Commissioner who shall be
authorized to act in the absence of the Commissioner appointed by such Member. Each
Commissioner and each Alternate Commissioner shall reside within the corporate limits of the
Member appointing same. Commissioners and Alternate Commissioners may be elected or
appointed officers or officials of any of the Members. Subsequent to the execution of this
Agreement, and subject to the provisions of Section 5.12 hereof, additional governmental entities
may become Members ("Subsequent Members"). The approval of Subsequent Members for
membership shall require the vote of a majority of the Commissioners (or, in the absence of any
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of the Commissioners, their respective Alternate Commissioners) appointed from all of the
Members, except that (i) during the Transition Period, as defined in Section 5.12 hereof, any
such vote approving admission of an additional Subsequent Member shall include the affirmative
approving vote of the Commissioner (or in the absence of any of such Commissioner, the
respective Alternate Commissioner) appointed from the Predevelopment Home -Rule Founding
Member, and (ii) after the Transition Period any such vote shall include the vote of at least one
of the Commissioners (or in the absence of any of such Commissioner, the respective Alternate
Commissioner) appointed from either of the Founding Members.
5.03. Withdrawal and Expulsion of Members. Any Member may withdraw from the
Commission upon not less than sixty (60) days prior written notice to the other Members. Upon
the vote of not less than 2/3 of the other Members, except that (i) during the Transition Period,
any such vote shall be in accordance with the requirements of Section 5.12.02 (1)(B), and (ii)
after the Transition Period any such vote shall be in accordance with the requirements of Section
5.12.03 (1) (B), any Member may be expelled from the Commission for cause, i.e., for defaulting
in the performance of any duty or responsibility assumed by such Member and imposed under
the terms of this Agreement. Whether a Member withdraws or is expelled from the Commission,
such Member shall continue to be fully responsible for the performance of any duty or obligation
assumed by such Member or imposed on such member under the terms of this Agreement or for
any financial obligation incurred by or accruing against that Member under the terms of this
Agreement prior to the date of withdrawal or expulsion (unless pursuant to the express terms of
this Agreement any such duty or obligation survives such withdrawal or expulsion) as if it was
still a Member of the Commission.
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Upon the effective date of this Agreement the Commission shall hereafter be comprised
solely of home rule governmental units and the following non -home rule governmental units
shall have withdrawn from and are deemed no longer Members of the Commission and the sixty
(60) day notice provided for above shall not apply to such withdrawals: Bensenville, Dixmoor,
Flossmoor, Ford Heights, Hazel Crest, Homewood, Lynwood, Markham, Matteson, Midlothian,
Olympia Fields, Phoenix, Richton Park, Riverdale, Sauk Village, South Chicago Heights, and
Steger.
Upon the effective date of the withdrawal or expulsion of any Member as herein
provided, those persons functioning as the Commissioner or the Alternate Commissioner for
such withdrawing or expelled Member shall cease to function in those capacities and shall be
conclusively deemed to have automatically vacated their positions as such together with any
other office to which they have been elected or appointed with the Commission including their
membership on any standing or ad hoc committee created by the Commission or its Board of
Directors pursuant to this Agreement or the By-laws of the Commission.
Section 5.12 hereof contains specific provisions providing for the voluntary withdrawal
of the Predevelopment Home -Rule Founding Member upon the occurrence of all of the
Transition Events and at the conclusion of the Transition Period.
5.04. Term. Each Commissioner, together with the Alternate Commissioner appointed to
serve in the absence of such Commissioner, shall serve at the pleasure of the Member
appointing same. Except as otherwise provided in the first sentence hereof, Commissioners and
their respective Alternate Commissioners shall serve for a concurrent period of four years unless
such Commissioner (and/or Alternate) shall resign or be removed as otherwise provided herein
or in the By-laws. The terms of Commissioners and Alternate Commissioners shall be staggered
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so that, as nearly as practicable, the terms of one-half of the Commissioners (and their respective
Alternates) shall expire every two years. Any person appointed to fill a vacancy created by the
resignation or removal of a Commissioner or an Alternate Commissioner shall serve for the
unexpired term of the resigned or removed Commissioner or Alternate, as the case may be.
Commissioners and Alternate Commissioners may be reappointed by the Member represented by
them for successive terns without limitation. There shall be no limitation on the reappointment
of the same persons to the positions of Commissioner and Alternate Commissioner and such
Commissioners and Alternate Commissioners shall continue to serve after the expiration of their
respective terms until their respective successors are appointed as otherwise provided herein or
in the By-laws incorporated herein by reference.
5.05 Meetings and Notices. An annual organization meeting of the Commission shall be
held in January of each year. The Commission shall thereafter meet as frequently as may be
necessary or beneficial to conduct such business as may properly come before the Commission
under the terms of this Agreement. Additional meetings of the Commission shall be called by
the Chairman, the Board of Directors or by two or more of the Commissioners (or, in the absence
of one or more of such Commissioners, their respective Alternate Commissioners). Notice of the
required annual meeting and every other additional meeting of the Commission shall be given to
each Member and such Member's respective Commissioner and Alternate Commissioner and
shall minimally include the date, location, time and agenda for such meeting and shall be
delivered in advance of such meetings at such addresses and in a manner as may be provided in
the By-laws. All meetings of the Commission shall be called, noticed and conducted in
accordance with the requirements of Section 5.01 hereof and the By-laws.
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5.06. Board of Directors.
5.06.01. Board of Directors- During the Transition Period. After the effective date
of this Agreement and during the Transition Period (as herein defined), and so long as the
Commission consists of nine (9) or more Members, the Board of Directors of the Commission
shall consist of nine (9) Directors appointed or elected, as the case may be, in the following
manner provided that not less than a majority of the Members of the Board of Directors shall be
persons who reside in Will County:
(i) The two Founding Members shall each appoint a Director from among its
respective Commissioners and Alternate Commissioners.
(ii) The Predevelopment Home -Rule Founding Member shall appoint a Director
from among its respective Commissioners and Alternate Commissioners.
(iii) To the extent that South Holland shall become, and remain, a Member in
good standing of the Commission, South Holland shall be entitled to appoint one Director from
among its respective Commissioners and Alternate Commissioners. Should South Holland fail to
appoint a Director within one month after the date effective date of this Agreement, one Director,
shall be elected to the Board as provided in Section 5.06.03
(iv) To the extent that Calumet Park shall become, and remain, a Member in
good standing of the Commission, Calumet Park shall be entitled to appoint one Director from
among its respective Commissioners and Alternate Commissioners. Should Calumet Park fail to
appoint a Director within one month after the date effective date of this Agreement, one Director,
shall be elected to the Board as provided in Section 5.06.03
(v) The Governor of the State of Illinois shall be entitled to appoint four (4)
Directors from among the Commissioners (or Alternate Commissioners) of the Members in good
16
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standing from among the following home rule units of local government: Bolingbrook,
Channahon, Elwood, Joliet, Manhattan, Monee, Naperville, Orland Park, Park Forest, Rockdale,
Romeoville, Tinley Park, Woodridge and University Park, provided that not less than a majority
of the Members of the Board of Directors shall be persons who reside in Will County. In the
event the Governor fails to appoint one or more of such Directors within two months of the
effective date of this Agreement then, during the Transition Period, four (4) Directors shall be
elected to the Board as provided in Section 5.06.03.
(vi) Those Directors appointed or elected in the manner set forth in subsections (i)
through (v) hereof shall function as the Board of Directors until such time as all nine (9)
Directors are appointed or elected, as the case may be, as herein provided.
5.06.02 Board of Directors — Post Transition Period. Upon the occurrence of
each and every one of the Transition Events and the conclusion of the Transition Period as
provided for in Section 5.12 hereof and immediately after the voluntary withdrawal of the
Predevelopment Home -Rule Founding Member in accordance with Section 5.13 hereof after all
of the Transition Events have occurred, the Board of Directors shall consist of nine (9) Directors
appointed or elected, as the case may be, in the following manner, provided that not less than a
majority of the Members of the Board of Directors shall be persons who reside in Will County:
(i) The two Founding Members shall each be entitled to appoint a Director from
among its respective Commissioners and Alternate Commissioners.
(ii) South Holland, to the extent it has become and remains a Member in good
standing of the Commission, shall be entitled to appoint one Director from among its respective
Commissioners and Alternate Commissioners.
17
NYC - 238691W -2243621v4
(iii) Calumet Park, to the extent it has become and remains a Member in good
standing of the Commission, shall be entitled to appoint one Director from among its respective
Commissioners and Alternate Commissioners.
(iv) The Governor of the State of Illinois shall be entitled to appoint five (5)
Directors as follows:
(a) four (4) Directors from among the following home -rule units of local
governmental who are and remain Members of the Commission: Bolingbrook, Channahon,
Elwood, Joliet, Manhattan, Monee, Naperville, Orland Park, Park Forest, Rockdale, Romeoville,
Tinley Park, Woodridge and University Park (provided that in making such appointments not
less than majority of the members of the Board shall reside in Will County).
(b) one (1) Director from among the following home rule governmental units who
are and remain Members of the Commission: Village of Hopkins Park and City of Kankakee.
In the event the Governor fails to appoint one or more of the foregoing Directors within sixty
(60) days of the formation of the Board of Directors provided for in this Section 5.06.02, or
within the first three months of any calendar year thereafter, such Director or Directors shall
then be elected to the Board as provided in Section 5.06.03
(v) The Board of Directors elected or appointed, as the case may be, in the
manner set forth in subsections (i) through (iv) hereof shall function as the Board of Directors
until such time as all five Directors are appointed or elected, as the case may be, as herein
provided.
5.06.03 Appointment of Certain Director Vacancies. Should the entities in Section
5.06.01 (iii), (iv) or (v) or Section 5.06.02 (ii), (iii) or (iv) fail to appoint a Director or should
none of the communities referenced in Section 5.06.01 (iii) or (iv) or in Section 5.06.02 (ii) or
18
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(iii), as the case may be, become or remain Members in good standing, then the Board shall elect
such Director(s) from residents of University Park or Park Forest who reside in Will County by a
majority vote of the Board , as evidenced by the adoption of a resolution approving same,
provided however that
(i) during the Transition Period any such majority vote of the Board shall include
the vote of the Director appointed by the Predevelopment Home -Rule Founding Member, and
(ii) after the Transition Period, any such majority vote of the Board shall include
the vote at least one of the Directors appointed by the Founding Members.
5.06.04 Board of Directors -Powers. Term and Officers.
(A) The Board of Directors composed of the Directors appointed and elected in the
manner set forth in this Section 5.06 shall serve and govern the day-to-day activities of the
Commission and, except as otherwise provided herein, shall serve until their successors are
appointed or elected as herein provided.
(B) The Board of Directors shall have the authority to exercise any and all of the
authority conferred on the Commission under Article 6 hereof.
(C) Should any Director appointed or elected to the Board resign or otherwise be unable
to continue to serve as a Director, that Director's replacement shall be appointed or elected in the
same manner and by the same authority or the Governor, as the case may be, as shall have
initially appointed the resigning or incapacitated Director.
(D) Except for the year in which the post Transition Period Board of Directors is initially
formed, during the month of January of each succeeding year, but in each case after the date of
the required annual meeting of the Commission as provided in Section 5.05, the Board of
Directors shall hold a required annual meeting.
19
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(E) Directors, whether appointed or elected, shall serve for a term of four (4) years
commencing at the time of their election, or until their respective successor shall be appointed or
elected in the same manner and by the same authority or the Governor, as the case may be, as
hereinabove provided.
(F) The Board of Directors shall, from amongst the Directors appointed or elected
thereto, appoint subject to Section 5.12.02 (2) (viii) and Section 5.12.03 (2) (viii): a Chairman, a
Vice -Chairman, a Secretary, a Treasurer together with such other officers as the Board (or the
Commission by amendment to the By-laws) may, from time to time, provide. The officers so
appointed shall simultaneously function as the officers of the Board and of the Commission.
Except as otherwise provided herein, the terms, duties and responsibilities of the Commission's
officers shall be as provided in the By-laws.
(G) In addition, the Board of Directors may appoint an Executive Director who shall
serve as the principal administrator of the business of the Commission.
(H) The officers and the Executive Director thus appointed shall serve for a term of one
(1) year or until their respective successor shall be appointed, provided however that prior to the
close of the Transition Period, the Board of Directors shall appoint a Chairman and Vice
Chairman who shall serve for a term of not less than a period of two (2) years beyond the date
that scheduled airline operations commence at the Airport. The Directors and officers of the
Commission shall continue to serve after the expiration of their respective terms until their
respective successors are elected or appointed as herein otherwise provided or in the By-laws.
(I) There shall be no limitation on the reappointment or reelection of the same
Commissioner or Alternate Commissioner to the position of Director or, upon the reappointment
or reelection of the same as a Director, to the reelection of a Director to the same office
20
k\SDC - 23869/W -2243621 v4 -
previously held by such Director in successive years. The Board of Directors shall call and
conduct their meetings and business in all ways consistent with the requirements listed in Section
5.01 hereof.
5.07. Intentionally Omitted.
5.08 Standing and Ad Hoc Committees. The Board of Directors shall have the power to
create such standing and ad hoc committees to assist it in the management of the Commission's
business as the Board of Directors may, from time -to -time, deem appropriate or beneficial.
Except as otherwise herein provided, the purposes for which such committees may be created,
the number and identity of the persons serving on such committees and their terms of office shall
be within the sound discretion of the Board of Directors. Such committees shall be established
by resolution of the Board of Directors and formally entered into the Board of Directors' records.
In a similar manner, the Board of Directors may, in its sound discretion, expand, reduce or
eliminate such committees, appoint additional persons to such committees, remove previously
appointed persons from such committees as and when the Board of Directors deems such action
to be appropriate or beneficial.
5.09. By-laws. Attached hereto and incorporated as Exhibit "A" are the By-laws
of the Commission. All of the business of the Commission and the Board of Directors shall be
conducted in accordance with the By-laws. The powers and duties of the Board of Directors and
of the Commission's officers and the calling and the conduct of all meetings thereof shall be
pursuant to the By-laws and any rules of procedure adopted by the Commission and the Board of
Directors thereunder.
Subject to the limitations contained in Section 5.12 hereof, the Commission or the Board
of Directors may, from time to time, propose modifications to the By-laws. The Commissioners
21
\kW - 23869/0006 - 3243621 v4
may, at any regular meeting or special meeting called for that purpose, approve such proposed
modifications, with or without further modification, which shall become effective upon the
approval thereof by, as the case may be, a majority of the Commissioners, or in the absence of
any one or more Commissioners, their respective Alternate Commissioners, as evidenced by the
adoption of a resolution approving same, provided however that
(i) during the Transition Period any such majority vote shall include the vote of
the Commissioner, or in the absence of the Commissioner, its respective Alternate
Commissioner, appointed from the Predevelopment Home -Rule Founding Member, and
provided further that during the Transition Period in the absence of a majority vote of the
Commissioners (or their respective Alternate Commissioners) the affirmative vote of each of the
Commissioners (or their respective Alternate Commissioners) appointed by the Founding
Members and the Predevelopment Home -Rule Founding Member shall be sufficient to make
such modification effective, and
(ii) after the Transition Period, any such majority vote shall include the vote of at
least one of the Commissioners, or in the absence of any one of those Commissioners, their
respective Alternate Commissioners, appointed from the Founding Members, and provided
further that in the absence of a majority vote of the Commissioners (or their respective Alternate
Commissioners) the affirmative vote of each of the Commissioners (or their respective Alternate
Commissioners) appointed by the Founding Members shall be sufficient to make such
modification effective.
In the event of any conflict between any of the terms, provisions or covenants contained
in this Agreement and any provision of the By-laws, as attached hereto or as subsequently
22
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amended during the term of this Agreement, the terms, provisions and covenants contained in
this Agreement shall be deemed, for all purposes, to control.
5.10. Compensation. All Commissioners, Alternate Commissioners, Directors and
officers of the Commission together with any persons serving on any standing or ad hoc
committee of the Board of Directors shall serve without compensation. At the discretion of the
Board of Directors, the Executive Director may receive compensation at a level determined by
the Board of Directors. Commissioners, Alternate Commissioners, Directors, the Executive
Director, and any officers and employees of the Commission together with any persons serving
on any standing or ad hoc committee of the Board of Directors may be reimbursed for actual out
of pocket expenses when such expenses are documented in accordance with reasonable business
practices and subject to such limitations as may be adopted, from time to time, by the
Commission.
5.11. Powers and Duties. Subject to the limitations set forth in Section 5.12 hereof, the
Commission, acting through its Board of Directors and in accordance with this Agreement and
its By-laws, shall exercise all powers, duties and authority conferred upon it, from time to time,
by the Members pursuant to this Agreement.
5.12. Reserved Rights of the Predevelopment Home -Rule Founding Member.
5.12.01 Transition Period and Transition Events.
(a) The "Transition Period" shall be that period of time measured from the date
of the initial formation of the Commission by the Founding Members and the Predevelopment
Supporting Members to the date on which each and every one of the "Transition Events"
identified below shall have occurred. Notwithstanding any contrary provision contained in this
Agreement, during the Transition Period, the approval by the Commission or its Board of
23
\\W - 23869/0006 - 2243621 v4
Directors of any of the "Specified Acts" identified in subsection 5.12.03 below shall occur only
upon the passage and approval of such Specified Acts in accordance with the particular voting
limitations contained in subsection 5.12.03.
(b) The Transition Events shall consist of each and every one of the
following:
(1) Completion of the construction of the "Initial Phase" of the Abraham Lincoln
National Airport, and the commencement of scheduled passenger airline service and
other commercial airline operations at, the Airport ("Commencement of Operations") as
well as the events set forth in this Section 5.12(b)(1)(C).
(A) The Initial Phase of the Airport shall minimally consist of the elements
described on Exhibit 4B" attached hereto and incorporated herein.
(B) The Commencement of Operations (as defined above) will not be deemed to
have occurred unless and until the Board of Directors have determined by a
formal recorded vote of a majority of the Board of Directors which must include
the affirmative vote of the Director appointed by the Predevelopment Home -Rule
Founding Member, that such Commencement of Operations has occurred.
(C) In addition, the Board of Directors must determine by formal vote of a
majority of the Board of Directors, which must include the affirmative vote of the
Director appointed by the Predevelopment Home Rule Founding Member, that all
of the following events have occurred:
(i) the State of Illinois has recognized the Commission as the sponsor
of the Airport, and
(ii) the State of Illinois and the Commission have entered into a
binding agreement pursuant to which the State will complete the
acquisition of all of the land necessary for the construction of the "Initial
Phase" of the Airport and transfer (by sale or long-term lease) all such
land to the Commission, and
(iii) all required permits, certificates, authorizations, approvals or other
governmental actions have been issued, granted, received and obtained
from the Federal Aviation Administration ("FAA"), the United States
Environmental Protection Agency ("EPA"), the Illinois Department of
Transportation ("IDOT"), the local zoning and construction authorities, to
the extent required by law, together with any and all other regulatory
approvals and authorizations which may be required to lawfully authorize
the construction and operation of the Abraham Lincoln National Airport
24
\\\M-2]869MW-2241621 A
and all of said permits, certificates, authorizations, approvals and actions
shall be in full force and effect; and
(2) The Predevelopment Supporting Members shall have been paid in full for the
"Predevelopment Supporting Members' Contribution" as hereinafter defined, and the
Predevelopment Supporting Members shall have issued a notice to the Commission that they
have been paid in full for the Predevelopment Supporting Members' Contribution.
(A) The "Predevelopment Supporting Members' Contribution" shall mean the
following amounts paid by the Predevelopment Supporting Members:
(i) all amounts paid to the Developer pursuant to the Pre -
Development Services Agreement and the Memorandum of Agreement; and
(ii) all amounts paid for professional legal and consulting services
relating to the Predevelopment Services Agreement and the Memorandum of Agreement;
and
(iii) all amounts paid for professional legal and consulting services
relating to the development and negotiation of this Agreement and all predecessors
thereto; and
(iv) all amounts paid for professional legal and consulting services
relating to any agreement with the Developer and any other payments to lawyers and
Developer for work in furtherance of the establishment and business of the Commission
and the Abraham Lincoln National Airport, the selection of the Developers, and federal,
state and local approvals relating to the Abraham Lincoln National Airport, including but
not limited to the reimbursement to the Predevelopment Supporting Members of payments
for reasonable and demonstrated attorneys' fees and costs and consulting costs of the
Founding Members related to the Founding Members' evaluation and participation in the
development of this Agreement pursuant to Article Nine and all predecessors thereto; and
(v) interest on the foregoing from the date such amounts were paid by
the Predevelopment Supporting Members through the date of payment to Predevelopment
Supporting Members of the Predevelopment Supporting Members' Contribution, at the
prime rate plus two percent (2%) as such rate is established by Bank One in Chicago as
on the date of payment of the Predevelopment Supporting Members' Contribution.
(B) The Predevelopment Supporting Members' Contribution shall bear
interest at the rate set forth in the previous sub -paragraph 2(A)(v), above. The
Predevelopment Supporting Members' Contribution shall be paid to the Predevelopment
Supporting Members in equal shares. The Predevelopment Supporting Members'
Contribution shall be paid and the Development Services Agreement shall provide that
Predevelopment Supporting Members' Contribution shall be paid to the Predevelopment
Supporting Members from the funds generated by the initial financing of the Airport,
provided however that if for any reason the Development Services Agreement does not
25
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provide that Predevelopment Supporting Members' Contribution shall be paid to the
Predevelopment Supporting Members from the funds generated by the initial financing
of the Airport, the Commission shall remain ultimately obligated to pay the
Predevelopment Supporting Members' Contribution to the Predevelopment Supporting
Members. The Predevelopment Supporting Members shall provide the Commission with
reasonable documentation establishing the exact amounts of the Predevelopment
Supporting Members' Contribution paid by Predevelopment Supporting Members.
(3) A Development Services Agreement shall have been executed, which, in the
reasonable opinion of the Predevelopment Founding Member, shall contain the following
specific and enforceable build -out and enforcement provisions (the "Airport Development
Build -out and Enforcement Provisions")
(A) obligations on the Developer[s] providing for the long term development and
ultimate build -out of the Airport for a period of at least twenty-five (25) years
beyond the Initial Phase, including provisions requiring additional improvements
and landside/airside capacity expansions tied to the achievement of certain
express and unambiguous milestones and benchmarks which shall trigger required
improvements and expansion at the Airport (such triggering events might be
framed in terms of the passage of years (Le. 5, 10, 15, 25, etc. year programs) or
other suitable benchmark events such as utilization of the Airport by a specified
number of passengers or by a specified number of flights);
(B) covenants identifying the Predevelopment Supporting Members by their
proper names (the Village of Elk Grove and the Village of Bensenville) as parties
intended to be directly benefited by the performance of the Development Services
Agreement, and providing that the Predevelopment Supporting Members shall be
considered third party beneficiaries under Illinois law of the Development
Services Agreement and of this Agreement, and granting the Predevelopment
Supporting Members the right individually or collectively to sue in their own
names to enforce the Development Services Agreement through any action at law
and in equity against the Commission and to thereby seek any remedy, including
but not limited to specific performance, for a violation of the provisions of the
Development Services Agreement, particularly the covenants related to the long
term development of the Airport, provided, however, that under no circumstances
whatsoever shall the individual Members (as distinguished from the Commission)
be held liable or otherwise be found obligated to pledge their full faith credit, be
compelled to levy taxes, or be required to pay, encumber or expend any of their
financial resources, monies, accounts or deposits in order to assure, carry -out or
achieve the ultimate build -out of the Airport, and no such relief shall be claimed
or sought as against the individual Members (as distinguished from the
Commission).
(c) Under the terms of Section 5.15 of this Agreement and the Assignment and
Consent Agreement among the Commission, the Predevelopment Supporting Members and the
26
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Consultants, the Predevelopment Supporting Members will have assigned to, and the
Commission will have accepted and the Consultants will have consented to the assignment of the
Pre -Development Services Agreement. By virtue of this assignment, except as otherwise
provided in the Pre -Development Services Agreement, the Commission has acquired the right to
receive the Consultants' work product. Also by virtue of this assignment, the Commission has
become responsible for the performance of the various covenants and undertakings of the
Predevelopment Supporting Members contained therein.
5.12.02 Minimum Voting Requirements During the Transition Period.
(1) Specified Acts During the Transition Period Requiring Commission Approval.
(A) Except as otherwise noted, any of the following Specified Acts of the Commission
during the Transition Period shall require (i) the affirmative vote of a majority of all the
Commissioners, or their respective Alternate Commissioners, which majority shall include the
affirmative vote of the Commissioner, or its respective Alternate Commissioner, appointed from
the Predevelopment Home -Rule Founding Member, or (ii) if a majority of the Commissioners or
respective Alternate Commissioners does not so affirmatively vote for the approval of a
Specified Act, the affirmative vote of each of Commissioners, or their respective Alternate
Commissioners, of the Founding Members and the Predevelopment Home -Rule Founding
Member shall be sufficient for passage of said Specified Act:
(i) Any amendment of the By-laws.
(ii) The addition of any Subsequent Members to the Commission and the election of
Board of Director's vacancies pursuant to Section 5.06.03.
(iii) The acquisition, sale, lease or other conveyance of any land or any interest in any
land in which the Commission, or any Member acting on behalf or for the benefit of
the Commission, has an interest.
(iv) Approval and amendment of the Budget in accordance with Section 8.01.
27
9\W - 21869/0006 - 22436210
(B) Except as otherwise noted, any of the following Specified Acts of the Commission
during the Transition Period shall require the affirmative vote of two-thirds (2/3) of the
Commissioners, or respective Alternate Commissioners, and the affirmative vote of each
Commissioner, or respective Alternate Commissioner, of each of the Founding Members and the
Predevelopment Home -Rule Founding Member:
(i) The termination of this Agreement pursuant to Article Ten.
(ii) The expulsion of any Member pursuant to Section 5.03.
(C) Except as otherwise noted, any of the following Specified Acts of the
Commission during the Transition Period shall require the affirmative vote of three-fourths (3/4)
of the Commissioners, or respective Alternate Commissioners, and the affirmative vote of each
Commissioner, or respective Alternate Commissioner, of each of the Founding Members and the
Predevelopment Home -Rule Founding Member:
(i) The modification of the plans for the Initial Phase of the Airport, provided further
that the consent of the Predevelopment Home -Rule Founding Member shall be
required to approve any modification or modifications of the Inaugural Airport as
described on Exhibit C, paragraphs 1, 2, and 3 which as a result of such modification
or modifications, the Inaugural Airport would not contain each and every one of the
following minimum elements: (1) Runway: CATI/CATII, over 8,500 ft, capable of
handling FAA Group IV aircraft; (2) Aprons: at least 839,700 square feet of apron
area; (3) Terminal size: Gross area of at least 121, 390 square feet, with curbside
length of at least 600 feet; (4) Holdroom area: at least 9,000 square feet; (5) Gates: at
least five (5) gates with five (5) loading bridges.
(ii) Any modification of provisions of the Airport Development Build -out and
Enforcement Provisions of the Development Services Agreement (subject to the
rights of the Predevelopment Supporting Members as set forth herein).
Notwithstanding the foregoing, nothing in this Agreement shall affect or impair or be
deemed to affect or impair the rights of the Predevelopment Supporting Members to
enforce the Airport Development Build -out and Enforcement Provisions.
(2) Specified Acts Requiring Board Approval. Except as otherwise noted, any of the
following Specified Acts of the Board of Directors during the Transition Period shall require (A)
28
23869/0006 - 2243621 A
the affirmative vote of a majority of all the Directors, which majority shall include the
affirmative vote of the Director representing the Predevelopment Home -Rule Founding Member;
or (B) if a majority of the Directors does not so affirmatively vote for any such Specified Act, the
affirmative vote of each Director of the Founding Members and the Predevelopment Home -Rule
Founding Member shall be sufficient for passage of said Specified Act:
(i) Appointment of the Executive Director and election of the Officers.
(ii) Removal of the Executive Director and removal of Officers.
(iii) The retention or termination of any Manager, Architect, Surveyor,
Engineer, Attorney, or other contractor.
(iv) The initiation, defense, settlement or compromise of any litigation
affecting the Commission, the Airport, any land or any interest in any land in which
the Commission, or any Member acting on behalf of or for the benefit of the
Commission, has an interest, any plan(s) for the Initial Phase of the Airport or any
application for any governmental approval.
(v) The execution of any contracts as provided in Section 5.14.
(vi) The approval of the terms of any debt financing provided that such
financing shall be limited to non-recourse revenue instruments on which the general
credit of the Members and/or the Commission is not pledged as collateral.
(vii) Approval or amendment of the proposed Budget in accordance with
Section 8.01.
(viii) The approval of the Chairman and Vice -Chairman of the Board of
Directors of the Commission.
5.12.03 Minimum Voting Requirements After the Transition Period.
(1) Specified Acts After the Transition Period Requiring Commission Approval.
(A) Except as otherwise noted, any of the following Specified Acts of the Commission
after the Transition Period shall require (i) the affirmative vote of a majority of all the
Commissioners, or their respective Alternate Commissioners, which majority shall include the
affirmative vote of at least one of the Commissioners, or their respective Alternate
Commissioners, appointed from one of the Founding Members, or (ii) if a majority of the
29
33869/0006 - 2243621 v4
Commissioners or respective Alternate Commissioners does not so affirmatively vote for the
approval of a Specified Act, the affirmative vote of each of Commissioners, or their respective
Altemate Commissioners, of the Founding Members shall be sufficient for passage of said
Specified Act:
(i) Any amendment of the By-laws.
(ii) The acquisition, sale, lease or other conveyance of any land or any interest in any
land in which the Commission, or any Member acting on behalf or for the benefit of
the Commission, has an interest.
(iii) Approval and amendment of the Budget in accordance with Section 8.01.
(B) Except as otherwise noted, any of the following Specified Acts of the
Commission after the Transition Period shall require the affirmative vote of two-thirds (2/3) of
the Commissioners, or respective Alternate Commissioners, and the affirmative vote of each
Commissioner, or respective Alternate Commissioner, of the Founding Members:
(i) The termination of this Agreement pursuant to Article Ten.
(ii) The expulsion of any Member pursuant to Section 5.03.
(iii) The addition of any Subsequent Members to the Commission and the election of
Board of Directors vacancies pursuant to Section 5.06.03.
(C) Except as otherwise noted, any of the following Specified Acts of the
Commission after the Transition Period shall require the affirmative vote of three-fourths (3/4) of
the Commissioners, or respective Alternate Commissioners, and the affirmative vote of each
Commissioner, or respective Alternate Commissioner, of each of the Founding Members:
(i) Any modification of provisions of the Airport Development Build -out
and Enforcement Provisions of the Development Services Agreement (subject to the
rights of the Predevelopment Supporting Members as set forth herein).
Notwithstanding the foregoing, nothing in this Agreement shall affect or impair or be
deemed to affect or impair the rights of the Predevelopment Supporting Members to
enforce the Airport Development Build -out and Enforcement Provisions.
30
U\OC-23869/O -2243621 v4
(2) Specified Acts Requiring Board Approval. Except as otherwise noted, any of the
following Specified Acts of the Board of Directors after the Transition Period shall require (A)
the affirmative vote of a majority of all the Directors which majority shall include the affirmative
vote of at least one of the Directors representing one of the Founding Members, or (B) if a
majority of the Directors does not so affirmatively vote for any such Specified Act, the
affirmative vote of both of the Directors representing the Founding Members shall be sufficient
for passage of said Specified Act:
(i) Appointment of the Executive Director and election of the Officers.
(ii) Removal of the Executive Director and of Officers.
(iii) The retention or termination of any Manager, Architect, Surveyor, Engineer,
Attorney, or other contractor.
(iv) The initiation, defense, settlement or compromise of any litigation affecting the
Commission, the Airport, any land or any interest in any land in which the
Commission, or any Member acting on behalf of or for the benefit of the
Commission, has an interest, or any application for any governmental approval.
(v) The execution of any contracts as provided in Section 5.14.
(vi) The approval of the terms of any debt financing provided that such financing
shall be limited to non-recourse revenue instruments on which the general credit of
the Members and/or the Commission is not pledged as collateral.
(vii) The approval and amendment of the proposed Budget in accordance with
Section 8.01.
(viii) The approval of the Chairman and Vice -Chairman of the Board of Directors of
the Commission.
5.13. Voluntary Withdrawal of the Predevelopment Home -Rule Founding Member. Upon
the full and complete performance, attainment and accomplishment of each and every one of the
Transition Events identified in Section 5.12.01 (b) (1), (2) and (3) hereof, in the reasonable
opinion of the Predevelopment Home -Rule Founding Member, the Transition Period identified
therein shall end, and the Predevelopment. Home -Rule Founding Member shall voluntarily
withdraw from membership in the Commission upon the terms and conditions contained in this
31
"SDC - 23869/0006 - 2243621 W
Agreement and, particularly, this Section 5.13.. The criteria of "full and complete performance,
attainment and accomplishment of each and every one of the Transition Events" shall not be
deemed to be satisfied by substantial performance.
In accordance with and subject to Section 5.12, at such time as the Board of Directors
reasonably believe that each and every one of the Transition Events have been fully and
completely performed, attained and accomplished, as herein provided, the Board shall deliver a
written notice (the "Notice of Completion of Transition Events") to the Predevelopment
Founding Member, setting forth in detail the bases for that determination including a detailed
description of the performance, attainment and accomplishment of the Transition Events. The
delivery of the Notice of Completion of Transition Events shall be verified, in the case of the
Predevelopment Home -Rule Founding Member, by the countersignature of the Commissioner, or
in the Commissioner's absence, the respective Alternate Commissioner, appointed by the
Predevelopment Home -Rule Founding Member. The Notice of Completion of Transition
Events shall further provide that the Predevelopment Home -Rule Founding Member shall have
twenty-one (21) days from the date of the receipt by the Predevelopment Home -Rule Founding
Member of the Notice of Completion of Transition Events to provide the Board with a written
response (the "Response") to the Notice of Completion of Transition Events. If the Response of
the Predevelopment Home -Rule Founding Member concurs in the Board's finding, then the
Predevelopment Home -Rule Founding Member shall be deemed to have withdrawn from
membership in the Commission five (5) business days after the date of the concurring
Predevelopment Home -Rule Founding Member's Response. If the Predevelopment Home -Rule
Founding Member fails to provide the Response within twenty-one (21) days of the date of the
receipt by the Predevelopment Founding Members of the Notice of Completion of Transition
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Events as herein provided, then the Predevelopment Home -Rule Founding Member shall be
conclusively deemed to have withdrawn from the Commission twenty-six (26) days after the
receipt by the Predevelopment Founding Members of the Notice of Completion of Transition
Events.
If the Response of the Predevelopment Home -Rule Founding Member disputes the
Board's finding as contained in the Notice of Completion of Transition Events, in whole or in
part, the Predevelopment Home -Rule Founding Member shall include in such Response an
itemization of each of the elements of the Transition Events identified in Section 5.12 hereof as
to which the Predevelopment Home -Rule Founding Member contends that there has not been
"full and complete performance, attainment and accomplishment" Within ten (10) business
days of the Response of the Board shall issue a written determination ("Final Board
Determination") on the issues raised in the Response. If within fifteen (15) days of the Final
Board Determination, the Board of Directors and the Predevelopment Home -Rule Founding
Member are unable to reach an agreement with respect to the resolution of the disputed matters ,
the Predevelopment Home -Rule Founding Member shall have the right to pursue any remedy
available at law or in equity, including but not limited to injunctive and declaratory relief and
specific performance. If the Predevelopment Home -Rule Founding Member pursues legal
redress within thirty (30) days of the Final Board Determination, until the matters in dispute are
finally determined by a court of competent jurisdiction, or otherwise resolved by agreement
among the parties, the Transition Period shall not be deemed to have ended and the
Predevelopment Home -Rule Founding Member shall continue to be a Member and the
Commissioners and the Alternate Commissioners appointed from the Predevelopment Home -
Rule Founding Member shall continue to serve as Directors and/or officers of the Commission.
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5.14. Contracts. Subject to Section 5.12, the Board of Directors may, from time to time,
authorize the Chairman, the Executive Director or an officer of the Commission to execute
contracts and related documents and further may authorize the Secretary to attest to the execution
of such contracts and related documents. Such contracts and documents may include, but not by
way of limitation, agreements related to loans, leases or other financing instruments provided
that the Commission shall have first approved same, service contracts, and contracts to retain or
employ such qualified persons or firms to provide for the benefit of the Airport the following
services: execution and performance of the Development Services Agreement, Architectural
Services, Engineering Services, Land Surveying Services, Legal Services, Financial Services,
Management Services and Construction Services all upon such terms and conditions as the
Board may determine to be appropriate. The right to obtain Architectural Services, Engineering
Services and Construction Services shall specifically include, but not be limited to, the use of
design/build contracts or other forms of planning, management and construction contracts as the
Board may determine to be appropriate. Pursuant to the Transferred Authority, the Board of
Directors shall utilize such selection procedures as it deems appropriate and as may be consistent
with applicable law, in order to enter into all contracts.
Notwithstanding the foregoing, the Board of Directors shall not authorize the execution
of the Development Services Agreement unless that agreement contains the Airport
Development Build -out and Enforcement Provisions described in Section 5.12.01 (b) (3) setting
forth specific and enforceable (i) obligations on the Developer[s] providing for the long term
development and ultimate build -out of the Airport for a period of at least twenty-five (25) years
beyond the Initial Phase, including provisions requiring additional improvements and
landside/airside capacity expansions tied to the achievement of certain express and unambiguous
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milestones and benchmarks which shall trigger required improvements and expansion at the
Airport, (such triggering events might be framed in terms of the passage of years (Le. 5, 10, 15,
25, etc. year programs) or other suitable benchmark events such as utilization of the Airport by a
specified number of passengers or by a specified number of flights); (ii) covenants identifying
the Prcdevelopment Supporting Member by their proper names (the Village of Elk Grove and the
Village of Bensenville) as parties intended to be directly benefited by the performance of the
Development Services Agreement; (iii) provisions providing that Predevelopment Supporting
Members shall be considered third party beneficiaries under Illinois law of the Development
Services Agreement and of this Agreement, and granting the Predevelopment Supporting
Members the right individually or collectively to sue in their own names to enforce the
Development Services Agreement through any action at law and in equity against the
Commission and to thereby seek any remedy for a violation of the provisions of the
Development Services Agreement, particularly the covenants related to the Airport Development
Build -out and Enforcement Provisions, including but not limited to specific performance,
provided, however, that under no circumstances whatsoever shall the individual Members (as
distinguished from the Commission) be held liable or otherwise be found obligated to pledge
their full faith credit, be compelled to levy taxes, or be required to pay, encumber or expend any
of their financial resources, monies, accounts or deposits in order to assure, carry -out or achieve
the ultimate build -out of the Airport, and no such relief shall be claimed or sought as against the
individual Members (as distinguished from the Commission); (iv) provisions obligating the
Developer(s) to actively market, solicit and diligently pursue the location or relocation of
commercial passenger airlines and cargo carriers to the Airport.
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In executing this Agreement, the Commission and each of the Members of the
Commission agree, represent and warrant to the Predevelopment Supporting Members, that the
Development Services Agreement shall contain an express provision identifying the
Predevelopment Supporting Members by their proper names (the Village of Elk Grove and the
Village of Bensenville) together with an affirmative covenant identifying the Predevelopment
Supporting Members as parties intended to be directly benefited by the performance of the
Development Services Agreement and providing that the Predevelopment Supporting Members
shall be considered to be third party beneficiaries of that agreement under Illinois law and that
the Predevelopment Supporting Members, or either of them, may enforce the terms of the
Development Services Agreement through any appropriate action at law or in equity against the
Commission, including, without limitation, injunctive and declaratory relief as well as specific
performance of the terms of the Development Services Agreement.
The Commission and each of its Members represent and warrant to the Predevelopment
Supporting Members and the Predevelopment Home -Rule Founding Member that, the
Predevelopment Supporting Members and the Predevelopment Home -Rule Founding Member
shall continue to be parties that are intended to be directly benefited by the covenants relating to
the Airport Development Build -out and Enforcement Provisions and the provisions of this
Section 5.14 and, as such, shall be considered to be third party beneficiaries of this Agreement
and of the Development Services Agreement for the purpose of permitting said Predevelopment
Supporting Members, or either of them, to enforce this Agreement, and particularly this Section
5.14, and the Development Services Agreement through any appropriate action at law or in
equity against the Commission, including, without limitation, injunctive and declaratory relief as
well as specific performance of the terms of this Agreement, provided, however, that under no
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circumstances whatsoever shall the individual Members (as distinguished from the Commission)
be held liable or otherwise be found obligated to pledge their full faith credit, be compelled to
levy taxes, or be required to pay, encumber or expend any of their financial resources, monies,
accounts or deposits in order to assure, carry -out or achieve the ultimate build -out of the Airport,
and no such relief shall be claimed or sought as against the individual Members (as distinguished
from the Commission).
The Commission shall establish and maintain in connection with the construction,
operation, maintenance and repair of the Airport a program of Affirmative Action in compliance
with 14 C.F.R. Part 152 which shall strive to achieve diversity among employees and contractors
by using every good faith effort to provide for meaningful opportunities for employment and
contracting by minority-owned business enterprises (`MBE') and women -owned business
enterprises ("WBE"). In addition, the Commission shall provide a preference to local area
businesses/residents in the event of equally qualified contractors, subject to applicable law.
Nothing herein shall be construed as a limitation upon the application of any laws which shall
establish different standards of compliance or upon the application of requirements for the hiring
of local area businesses/residents.
5.15. Assignment of the Pre -Development ServicesAgreement. The Commission, acting
through its Board of Directors, the Predevelopment Supporting Members and the Developers
have assigned to the Commission, the Commission has accepted, the Pre -Development Services
Agreement, and the Developers have consented to the assignment of the Pre -Development
Services Agreement and the Commission shall be entitled to receive and utilize all work product
produced by the Developers pursuant to the terms thereof The assignment of the Pre -
Development Agreement made herein is expressly made subject to the conditions set forth in
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Section 5.12 (a) (2) hereof, including the continuing obligation of the Predevelopment
Supporting Members to pay all costs specified in the Predevelopment Services Agreement.
ARTICLE SIX
TRANSFERRED POWERS AND AUTHORITY
6.01. General. Pursuant to the Constitution of Illinois, 1970, Article VII, Section 10 and
the Intergovernmental Cooperation Act, 5 ILCS 220/3 and 5 ILCS 220/5, the Members hereby
agree to transfer and delegate to and exercise, combine and enjoy jointly with the Commission
the enumerated powers and authorities set forth herein. In addition, pursuant to 620 ILCS 20/1 et
seq., particularly Section 20/4 thereof, the Commission shall have the authority to cavy out any
and all statutory powers and duties or other responsibilities vested in the corporate authorities of
the municipalities entering into this Agreement to establish and operate the Airport. Finally,
pursuant to 620 ILCS 25/14, the Commission shall have the authority to act as a joint airport
zoning board. The Commission shall constitute a separate legal entity which may, in its own
name, enter into contracts, sue and be sued, borrow money and execute bonds and other
instruments evidencing such debt, hold title to real and personal property and acquire and
dispose of same all in accordance with the authority transferred to the Commission in Section
6.02 hereof.
6.02. Transferred Authority. Specifically, but not by way of limitation, the Members, by
this Agreement, transfer and delegate to the Commission all of their powers and authorities
under the Constitution of Illinois, 1970, including the home rule powers granted under Section 6,
together with the following statutes (the "Transferred Authority"):
5 ILCS 220/1 et seq. — Intergovernmental Cooperation Act.
620 ILCS 20/0.01 et seq. — Joint Airports Act.
65 ILCS 5/11-101-1 et seq. — Illinois Municipal Code — "Airports — General Authority."
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65 ILCS 5/11-103-1 et seq. — Illinois Municipal Code — "Airports for Municipalities less
than 500,000."
620 ILCS 25/1 et seq. — Airport Zoning Act.
Each Member farther hereby agrees to transfer, exercise, combine and jointly enjoy with each
other and with the Commission, such other powers, privileges, functions or authority as may
otherwise exist, whether express or implied, which might, in any way, assist in obtaining and
securing the benefits and purposes of this Agreement. The following paragraphs of this Section
6.02 set forth a partial list of the Transferred Authority:
(a) The power to locate, establish, acquire, own, construct, manage, maintain, and
operate, develop, expand, extend and improve the Airport within or without the corporate limits
of any municipality or within the boundaries of any county or within or upon any land adjacent
thereto, together with all land, appurtenances, and easements, required therefor or deemed
necessary or useful in connection therewith, together with the right to provide for the safe
approach and take -off of aircraft therefrom. Such power includes every kind of structure. (65
ILCS 5/11-101-1; 65 ILCS 5/11-103-1).
(b) The power to acquire by dedication, gift, lease, purchase, contract, condemnation
under the power of eminent domain or otherwise all property and rights, necessary and proper,
within or outside the corporate limits of a municipality or within the boundaries of any county or
adjacent thereto, land in fee simple, rights in and over land, easements upon, over or across land,
tangible and intangible personal property and all property rights necessary or proper for any of
the purposes specified in this Agreement. The power of eminent domain applies to any private
property or property devoted to public use, or rights or easements therein. In all cases where
property or the rights in property are acquired or sought to be acquired by condemnation, such
property shall be deemed to be acquired, owned, leased, and occupied for a public purpose and
the process to be followed in the acquisition of such property or rights in property shall be the
procedure provided for the exercise of the right of eminent domain under Article VII of the Code
of Civil Procedure as heretofore and hereafter amended. (65 ILCS 5/11-101-1; 65 ILCS 5/11-
103-1, 3 & 4)
(c) The power to lease any part of the Airport and fix and collect rentals therefore,
and to fix, charge and collect rents, rates, tolls, fees, charges or other compensation for any use
of the Airport or for any service rendered by the Commission in the operation thereof, provided
that, subject to the capacity thereof, the landing field and landing strips shall be available to any
person, without unjust or unreasonable discrimination as to services and charges, for landing and
take -off by any aircraft. (65 ILCS 5/11-101-1; 65 ILCS 5/11-103-6)
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(d) The power to let to, or enter into any operating agreement with, any person for the
operation and maintenance of the Airport, provided that all such leases or operating agreements
shall expressly provide that, to the extent that available capacity exists, the landing fields and
landing strips shall be available to any person, without unjust or unreasonable discrimination as
to services and charges, for landing and take -off by any aircraft. (65 ILCS 5/11-101-1)
(e) The power to let to any person, or grant concessions or privileges in, any land
adjoining the landing field or any building or structure on such land for the shelter, servicing,
manufacturing and repair of aircraft, aircraft parts and accessories, for receiving and discharging
passengers and cargo, and for the accommodation of the public at the Airport. (65 ILCS 5/11-
101-1)
(f) The power to make all reasonable rules and regulations for the use of the Airport,
for air traffic and Airport landing field conduct, and for the maintenance and control of the
Airport and other air navigation facilities and property under the control of the Commission
including the approach of aircraft and their take -offs and landings to and from the Airport.
Notwithstanding the foregoing, these rules and regulations shall not be in conflict with the laws
of the State of Illinois, the laws and regulations of the United States, the regulations of the
Illinois Commerce Commission, and the rules, rulings, regulations, orders or decisions of the
Illinois Department of Transportation. (65 ILCS 5/11-103- 5)
(g) The power to vacate roads, highways, streets, and alleys, or parts thereof, when
the vacation is deemed essential to the proper and safe construction and maintenance of the
Airport. (65 ILCS 5/11-103-7)
(h) The power to establish, maintain, extend and improve roadways and approaches
by land, water or air to any airport and to contract or otherwise provide, by condemnation if
necessary, for the removal of any airport hazard or the removal or relocation of all private
structures, railways, mains, pipes, conduits, wires, poles, and all other structures, facilities and
equipment which may interfere with the location, expansion, development, or improvement of
the Airport or with the safe approach thereto or take off therefrom by aircraft, and to pay the cost
of removal or relocation. (65 ILCS 5/11-101-1)
(i) The power to borrow money and issue bonds, payable solely from the revenue
derived from the operation or leasing of the Airport. Said bonds may be issued in such amounts
as maybe necessary to provide sufficient funds to pay all costs of acquiring land or constructing
the Airport, or to pay the costs of exercising the powers otherwise granted herein and in the
statutes enumerated in this Article Six , including engineering, legal, and other expenses,
including predevelopment expenses together with interest thereon. (65 ILCS 5/11-103-2; 620
ILCS 20/4)
ARTICLE SEVEN
PERSONNEL
7.01. Member Officers and Employees. The officers and employees of the various
Members may provide work or other services to the Commission, or its Board of Directors,
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23869/0006 -2243621 v4
without relinquishing any office they may hold, or employment they may enjoy, with the
Member. (Constitution of Illinois, 1970, Article VII, Section 10 (b))
7.02. Commission Employees. The Commission, through its Board of Directors, may
hire such employees as it may determine, from time to time, to be reasonably necessary to
operate, maintain and otherwise conduct the business of the Commission.
7.03. Tort Immunity Act. All employees of the Commission shall be subject to the
provisions of the Local Governmental and Governmental Employees Tort Immunity Act, 745
ILCS 10/1-101 et seq. (620 ILCS 20/3)
7.04. Employment Benefits. All employees of the Commission shall, in addition to their
regular compensation, be provided with such employment benefits as the Commission deems
appropriate. Benefits may include, but not by way of limitation, the following: participation in
the Illinois Municipal Retirement Fund (40 ILCS 5/7 — 132 (B) (b) xx.) or any other pension or
deferred compensation plans as permitted by law, health and life insurance benefits, vacation and
sick leave and other benefits customarily enjoyed by employees of units of local government.
ARTICLE EIGHT
FINANCIAL MATTERS
8.01. Budget. Prior to the commencement of each fiscal year, the Board of Directors
shall propose, and the Commission shall adopt, an annual budget containing estimated revenues
and required and recommended expenditures, all of which shall be presented in a manner which
is in conformity with good fiscal management practices. The Budget shall be approved in
accordance with Section 5.12. The budget, and any proposed or adopted revision to the budget,
shall apply the revenues of the Abraham Lincoln National Airport to purposes and expenses
identified in Section 8.02 hereof, in the order provided in said Section 8.02 unless and until this
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Agreement shall be properly amended to provide otherwise. During the Transition Period, any
amendment to this Agreement must be approved as set forth in Section 5.12..
8.02. Application of Revenues. All revenues of the Abraham Lincoln National Airport
shall be deposited in an "Airport Fund." The Revenues of the Abraham Lincoln National Airport
shall mean and include all revenues received by the Commission from the operation of the
Airport, including but not limited to revenues received from the developers, lessees, concession
operators, permittees, fixed -base operators, licensees, and all other persons doing business on the
Airport. Revenues generated from the operation of the Abraham Lincoln National Airport shall
be applied to the following purposes in the order in which they are hereinafter listed:
(a) The payment of any amounts of the Predevelopment Supporting Members'
Contribution that have not been paid pursuant to Section 5.12.01 hereof.
(b) The payment of all expenses related to the operation and maintenance of the
Abraham Lincoln National Airport including salaries of executive, management, and operating
personnel, reimbursement of out of pocket expenses of Commissioners as provided in Section
5.07, and payment of legal, accounting, consulting and other professional services of the
Commission.
(c) The payment of any principal of, and interest on, any revenue bonds related to the
Airport, including the funding of any accounts required thereunder such as the required provision
of an adequate depreciation fund.
(d) The payment of obligations, if any, of the Commission related to the acquisition
of land for the Airport from the State.
(e) The payment of capital and operating costs of the Airport (to the extent such costs
are not required to by paid by others) as determined by the Board of Directors in accordance with
the provisions of this Agreement.
(f) The payment of costs related to any off -airport infrastructure improvements
determined by the Commission in accordance with the provisions of this Agreement to be
necessary to enhance the efficiency and utility of the Airport.
(g) The balance of Airport revenues shall be distributed to the Members of the
Commission as determined by the Commission in accordance with the provisions of this
Agreement, provided however that no such application to Members shall be made (except as
provided in (a) (b) and (c) above) until after the Transition Period.
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8.03. Audit. An annual audit of the financial affairs of the Commission shall be made by
a certified public accountant at the end of each fiscal year in accordance with generally accepted
auditing principles.
8.04. Insurance. The Commission, through its Board of Directors, shall obtain insurance
of such types and in such amounts as it shall, from time to time, deem necessary.
8.05. Bonds. The Commission and its Board of Directors shall take all actions necessary
and appropriate to authorize the issuance of revenue bonds to finance the costs of acquiring land,
constructing the Airport, reimbursing the Predevelopment Supporting Members for the
Predevelopment Supporting Members' Contribution pursuant to Section 5.12 hereof, and paying
other costs as permitted by law, as more fully set forth in Section 6.02(i). Such actions shall
include, but not be limited to, adoption of an ordinance, resolution, or other measure, as
required, which shall describe in a general way the contemplated project and shall refer to the
plans and specifications therefor. The ordinance or resolution shall also set out the estimated
cost of the project, fix the amount of bonds to be issued, the maturity or maturities thereof, the
interest rate, which shall not exceed the amount permitted by law, and all details in connection
with the bonds. To the extent required by law, the ordinance, resolution, or other measure shall
also declare that a statutory mortgage lien shall exist upon the property of the Abraham Lincoln
National Airport, and shall pledge the revenue derived from the operation or leasing of the
Airport, for the payment of maintenance and operating costs, providing an adequate depreciation
fund and paying the principal and interest of the bonds issued pursuant to the resolution.
The bonds issued hereunder shall not, in any event, constitute an indebtedness of the
Commission, or any Member thereof, within the meaning of any constitutional or statutory
limitation. Each bond shall plainly state on its face the relevant statutes authorizing the issuance
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of the bond and that it does not constitute an indebtedness of the Commission or any Member
thereof within any constitutional or statutory limitation.
The bonds shall be sold in such manner and upon such terms as the Commission and its
Board of Directors shall determine.
ARTICLE NINE
INDEMNIFICATION AND REIMBURSEMENT
9.01 Indemnification. To the fullest extent permitted by law, each Member (the
"Indemnifying Member') hereby agrees to defend, indemnify and hold harmless each other
Member, its officials, agents and employees, against all injuries, deaths, loss, damages, claims, suits,
liabilities, judgments, costs and expenses which may in anyway accrue against such other Member,
its officials, agents and employees, arising in whole or in part or in consequence of breach or failure
of performance of this Agreement by the Indemnifying Member, its employees, or subcontractors,
or which may in anyway result therefore, except that arising out of the sole legal cause of such other
Member, its agents or employees, and the Indemnifying Member shall, at its own expense, appear,
defend and pay all charges of attorneys and all costs and other expenses arising therefore or incurred
in connection therewith, and, if any judgment shall be rendered against such other Member, its
officials, agents and employees, in any such action, the Indemnifying Member shall, at its own
expense, satisfy and discharge the same.
9.02 Reimbursement. Subject to and conditioned on full reimbursement of the
Predevelopment Supporting Members Contribution as provided for in Section 5.12, the
Predevelopment Supporting Members agree to reimburse the Founding Members for reasonable and
demonstrated attorneys' fees and costs related to the evaluation and participation in the development
of this Agreement; provided however, that this obligation to reimburse the Founding Members shall
remain in effect until such obligation is terminated in writing or by e-mail by the Predevelopment
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Supporting Members in their sole discretion. Notice of such termination will end the obligation of
the Predevelopment Supporting Members to pay for services incurred after the date of such notice
but not for services incurred before the date of such notice.
ARTICLE TEN
TERMINATION OF AGREEMENT; DISSOLUTION OF COMMISSION;
10.1 Termination, Dissolution, Property Disposition. Subject to Section 5.12
hereof, this Agreement may be terminated and the Commission may be dissolved upon the
affirmative vote of not less than two-thirds (2/3) of all of the Commissioners, or their respective
Alternate Commissioners, provided however that during the Transition Period, such 2/3 vote
shall include the affirmative vote of each of the Commissioners, or their respective Alternate
Commissioners representing the Founding Members and the Predevelopment Founding Member
and provided further that after the Transition Period, such vote shall include the affirmative vote
of each of the Commissioners, or their respective Alternate Commissioners, of each of the
Founding Members. Once the required number of Commissioners, or their respective Alternate.
Commissioners, has voted in favor of such dissolution as provided in the preceding sentence, the
Commission shall immediately cease conducting its affairs except insofar as may be necessary
for the proper winding up thereof. The Commission shall immediately cause notice of the
proposed dissolution to be mailed to each of the Commission's creditors and shall promptly
prepare an inventory of all of the Commission's assets and apply and distribute same in the order
hereinafter provided:
(a) All liabilities and obligations of the Commission shall be paid, satisfied and
discharged or adequate provision shall be made therefor.
(b) Assets held by the Commission upon conditions requiring return, transfer or
conveyance, which condition occurs by reason of the dissolution or
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N\W- - 23869/0006 - 2243621 A
termination, shall be returned, transferred or conveyed in accordance with such
condition or requirement.
(c) All receivables shall be collected. All funds on hand and any remaining
tangible or intangible property held in the name of the Commission shall be
distributed in accordance with a plan of distribution unanimously approved by
the corporate authorities of the Members. Should the Members be unable to
agree between themselves upon a plan of distribution resolving any
controversy which may arise as a result of the dissolution contemplated herein,
any Member may cause an action to be filed in a court of competent
jurisdiction, impleading all of the Members as defendants and requesting the
court to declare the respective rights of the Members in the assets and property
of the Commission.
Notwithstanding the foregoing, pursuant to 620 ILCS 20/5, the right to terminate this
Agreement shall be stayed if the Commission has entered into an agreement with the State of
Illinois, the federal government or any other person for the expansion or capital improvement of
the Airport which obligates the Commission to continue to maintain and operate the Airport for
the contracted period of years, and termination shall not be effected until such time as the
agreement between the Commission and the State of Illinois, federal government or other person
shall expire.
ARTICLE ELEVEN
MISCELLANEOUS
11.01. Effective Date; Contractual Obligation. This Agreement shall become effective
once it has been duly approved and executed by each of the Founding Members and the
Predevelopment Founding Member. This Agreement shall constitute a contract among the
Members of the Commission. The obligations and responsibilities of the Members set forth
herein, including the obligation to take no action inconsistent with this Agreement as originally
written or validly amended, shall remain a continuing obligation and responsibility of the
Member. The terms of this Agreement may be enforced in a court of law or equity either by the
Commission itself or by any of its Members.
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hereto.
11.02. Assignment. This Agreement shall not be assigned by any Member who is a party
11.03. Severability. Should any Section, subsection, part, term or provision of this
Agreement be determined by a court of competent jurisdiction to be illegal or in conflict with
any law, the validity of the remaining portions or provisions shall not be affected thereby.
11.04. Third Party Beneficiaries. Except as expressly provided in this Agreement,
nothing in this Agreement is intended to confer upon any person or entity, other than the
Predevelopment Supporting Members and the Predevelopment Home -Rule Founding Member,
any rights or remedies, including without limitation rights as third party beneficiary, under or by
reason of this Agreement.
11.05. Amendments. This Agreement may be amended only by written instrument
executed by the Members hereto and only upon the approval of such amendment by the required
vote therefore as provided in the By-laws and in this Agreement, particularly Section 5.12
hereof. No waiver, approval, consent or other agreement of any Member shall be effective
unless in writing and signed by the Member to be bound.
11.06. Entire Agreement. This Agreement embodies the entire agreement between the
Members hereto with relation to the transaction contemplated hereby, and there have been and
are no covenants, agreements, representations, warranties or restrictions between the Members
hereto with regard thereto other than those set forth herein.
11.07. Further Assurances. Each Member agrees to take such actions and execute such
documents as are reasonably necessary or desirable in order to carry out the purposes and intent
of this Agreement.
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2386910006 - 2243621 v4
11.08. Governing Law. This Agreement shall be construed under and in accordance with
the laws of the State of Illinois. The Members hereby consent to the personal jurisdiction of the
courts of the State of Illinois and the federal courts located within the State of Illinois and waive
any objection based on lack of personal jurisdiction or forum non conveniens for claims brought
in such courts.
11.09. Notice. Any notice required or permitted to be delivered hereunder shall be in
writing and deemed to be delivered on the earlier to occur of the date of actual receipt of the
notice (whether by hand delivery, courier, telex or otherwise) or, on the date of refusal on the
first business day when delivery is attempted by United States Mail, postage prepaid, registered
or certified mail, return receipt requested, or by hand delivery, or by recognized overnight
delivery service or by electronic means capable of producing a written confirmation of delivery,
addressed as follows:
Village of University Park
698 Burnham Drive
University Park, Illinois 60466
Attention: Village Manager
Village of Park Forest
350 Victory Drive
Park Forest, Illinois 60466
Attention: Village Manager
Elk Grove Village
901 Wellington Avenue (Municipal Complex)
Elk Grove Village, Illinois
Attention: Village Manager
Village of Burnham
14450 Manistee Avenue
Burnham, Illinois 60633
Attention: Mayor ]
City of Calumet City
204 Pulaski Avenue
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NNC - 2386910006 - 2 2436 21 A
Calumet City, Illinois 60409
Attention: Mayor
Village of Calumet Park
12409 South Throop Street
Calumet Park, Illinois 60827
Attention: Mayor
City of Chicago Heights
1601 Chicago Road
Chicago Heights, Illinois 60411
Attention: Mayor
City of Country Club Hills
4200 West 183rd Street
Country Club Hills, Illinois 60478
Attention: Mayor
Village of East Hazel Crest
1904 West 174th Street
East Hazel Crest, Illinois 60429
Attention: Mayor
Village of Glenwood
One Asselbom Way
Glenwood, Illinois 60425
Attention: Mayor
City of Harvey
15320 Broadway Avenue
Harvey, Illinois 60426
Attention: Mayor
Village of Hopkins Park
P.O. Box AK
Hopkins Park, Illinois 60944
Attention: Mayor
Village of Lansing
18200 Chicago Avenue
Lansing, Illinois 60438
Attention: Mayor
City of Oak Forest
15440 South Central Avenue
Oak Forest, Illinois 60452
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Attention: Mayor
Village of Robbins
3327 West 137th Street
Robbins, Illinois 60472
Attention: Mayor
Village of South Holland
16226 Wausau Avenue
South Holland, Illinois 60473
Attention: Mayor
Village of Thornton
115 East Margaret Street ]
Thornton, Illinois 60476
Attention: Mayor
A Member may change the address for delivery and receipt of such notice by
communicating such information to the other Members in writing not less than three (3) business
days in advance of the effective date thereof.
11.10. Non -Waiver. Any Member's delay or failure to enforce any rights or remedies
hereunder shall not constitute a waiver of any of such rights or remedies.
11.11. Gender. Words of any gender used in this Agreement shall be held and construed
to include any other gender, and words of a singular number shall be held to include the plural
and vice versa, unless the context requires otherwise.
11.12. Captions. The captions and headings used in connection with this Agreement are
for convenience only and shall not be deemed or construed to limit the meaning of the language
of this Agreement.
11.13. Recordation. Copies of this Agreement shall be recorded in the Office of the
Recorder of Deeds for each County in which any of the Members is located. (65 ILCS 5/11-103-
10).
50
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11. 14. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original, but all of which shall constitute one and the same Agreement.
51
PDC -21869/0006-224)621 v4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
ATTEST:
Village Clerk
ATTEST:
Village Clerk
Village Clerk
ATTEST:
Ann I.Walsh
Village Clerk
ATTEST:
Village Clerk
ATTEST:
City Clerk
VILLAGE OF UNIVERSITY PARK
Mayor
VILLAGE OF PARK FOREST
By:
President
ELK GROVE VILLAGE
By: Craig B. Johnson
Mayor
VILLAGE OF BURNHAM
By:
Mayor
CITY OF CALUMET CITY
0
Mayor
VILLAGE OF CALUMET PARK
52
\\\DC -23869/O -2243621 v4
ATTEST:
Village Clerk
ATTEST:
City Clerk
ATTEST:
City Clerk
ATTEST:
Village Clerk
ATTEST:
Village Clerk
ATTEST:
City Clerk
\\\M - 2386910 - 2243621 v4
t
Mayor
CITY OF CHICAGO HEIGHTS
BY:
Mayor
CITY OF COUNTRY CLUB HILLS
BY:
Mayor
VILLAGE OF EAST HAZEL CREST
By:
Mayor
VILLAGE OF GLENWOOD
By:
Mayor
CITY OF HARVEY
By:
Mayor
53
VILLAGE OF HOPKINS PARK
By:
Mayor
ATTEST:
Village Clerk
VILLAGE OF LANSING
By:
Mayor
ATTEST:
Village Clerk
CITY OF OAK FOREST
By:
Mayor
ATTEST:
City Clerk
VILLAGE OF ROBBINS
By:
Mayor
ATTEST:
Village Clerk
VILLAGE OF SOUTH HOLLAND
By:
Mayor
ATTEST:
Village Clerk
VILLAGE OF THORNTON
By:
Mayor
ATTEST:
54
\\ DM - 21869/0 -2243621 A
EXHIBIT "A"
AMENDED BY-LAWS OF THE ABRAHAM LINCOLN NATIONAL AIRPORT
COMMISSION
ARTICLE I
EFFECTIVENESS
These Amended By-laws are attached to and incorporated by reference in that certain
document dated February 1 2006 and entitled "The 2006 Amended and Restated
Intergovernmental Agreement Providing for the Planning, Development and Operation of the
Abraham Lincoln National Airport and the Creation of the Abraham Lincoln National Airport
Commission" (the "IGA"). In executing the IGA, each of the Members has agreed that these By-
laws shall be the By-laws of the Commission and the Board of Directors. As defined in Section
5.12 of the IGA, there exists a certain Transition Period which lasts from the initial formation of
the Commission until the accomplishment of each and every one of several Transition Events.
During and after the Transition Period certain Specified Acts (as defined therein) are subject to
special voting requirements, as set forth in Section 5.12.02 and 5.12.03 of the IGA.
ARTICLE II
GENERAL
Section 2.1. Principal Office. The principal office of the Commission shall be located
within the property of the Commission, or at such other place within the corporate limits of any
of the Commission's Members as the Board of Directors (sometimes hereinafter referred to as the
"Board") shall from time to time select.
Section 2.2. Vacancies. Except as otherwise set forth in the IGA, any vacancy occurring
in the Commission or the Board shall be filled in the same manner as the original election or
appointment of such position.
Section 2.3. Compensation. Commissioners, Alternate Commissioners, Directors, and
officers of the Commission, together with any persons serving on any committee shall serve
without compensation; however, each such person and the Executive Director may be
reimbursed for actual out of pocket expenses when such expenses are documented in accordance
with reasonable business practices and subject to such limitations as may be adopted from time
to time by the Board.
Section 2.4. Definitions. Capitalized terms not otherwise defined herein shall have the
same meaning as such terms are given in the IGA.
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ARTICLE III
MEETINGS
Section 3.1. Annual Meetings. The annual meeting of the Commission shall be held in
January each year for the transaction of such business as may come before the meeting.
Except for the year in which the post Transition Period Board of Directors is initially
formed, the Board shall also have an annual meeting, to be held in January of each year, but in
each case after the date of the required annual meeting of the Commission.
Section 3.2. Special Meetings. Special meetings of the Commission may be called by or
at the request of the Chairman, the Board of Directors or by two or more of the Commissioners
(or, in the absence of one or more of such Commissioners, their respective Alternate
Commissioners). Business conducted at special meetings shall be limited to those items
specified in the agenda.
Special meetings of the Board may be called by or at the request of the Chairman or any
Director. Business conducted at special meetings shall be limited to those items specified in the
agenda.
Section 3.3. Place of Meetings. Any meeting of the Commission or the Board shall be
held at the principal office of the Commission or at such other place within the corporate limits
of any of the Commission's Members or at any other location as the Board shall from time to
time select.
Section 3.4. Notice of Meetings. Public notice of all meetings of the Commission and of
the Board shall be given in accordance with the provisions of the Open Meetings Act (5 ILCS
120/1 et seq.). In addition, notice of every meeting, including the date, location, time and
agenda, shall be given at least forty eight (48) hours previously thereto by written notice
delivered personally or by facsimile, to such addresses and/or facsimile numbers as each
Commissioner or Director, as applicable, shall have on file with the Secretary. If notice be given
by facsimile, such notice shall be deemed to be delivered when the facsimile transmission is
made. In the case of an emergency, less than forty eight (48) hours may be given; provided,
however, that as much notice as is practicable shall be given.
Any Commissioner or Director may waive notice of any meeting. The attendance of a
Commissioner or Director at any meeting shall constitute a waiver of notice of such meeting,
except where a Commissioner or Director attends a meeting for the express and sole purpose of
objecting to the transaction of any business because the meeting is not lawfully called or
convened.
Section 3.5. Quorum. Except as otherwise provided in the IGA, a majority of the
Commissioners who are duly appointed shall constitute a quorum for the transaction of business
at any meeting of the Commission, provided, that if less than a majority of such Commissioners
are present at said meeting, a majority of the Commissioners present may adjourn the meeting
from time to time without further notice.
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Except as otherwise provided in the IGA, a majority of the Directors who are duly elected
or appointed shall constitute a quorum for the transaction of business at any meeting of the
Board, provided, that if less than a majority of such Directors are present at said meeting, a
majority of the Directors present may adjourn the meeting from time to time without further
notice.
Section 3.6. Manner of Acting. Except as otherwise required herein or in the IGA
(including but not limited to Section 5.12 of the IGA), the act of a majority of the
Commissioners present at a meeting at which a quorum of the Commissioners is present shall be
the act of the Commission.. Each Commissioner shall be entitled to one (1) vote. Such vote
may be cast only by the Commissioner or the Alternate Commissioner. Proxy or absentee voting
shall not be permitted.
Except as otherwise required herein or in the IGA (including but not limited to Section
5.12 of the IGA) the act of a majority of the Board of Directors at a meeting at which a quorum
of the Board of Directors is present shall be the act of the Board.. Each Director shall be entitled
to one (1) vote. Such vote may be cast only by the Director. Proxy or absentee voting shall not
be permitted.
Section 3.7. Electronic Attendance. Attendance and participation by Commissioners or
Directors at meetings shall be allowed through electronic means provided that such attendance is
conducted in a manner which complies with any applicable governing law of the State of Illinois
regulating electronic attendance and open meetings. To the extent such law may provide,
Commissioners and Directors attending by electronic means may count toward the establishment
of a quorum, may participate in debate and may vote on matters properly before the Commission
or the Board at any duly noticed meeting thereof. Attendance through electronic means shall be
reflected in the minutes.
Section 3.8. Order of Business. The order of business at any meeting of the Board shall
be as follows:
(A) Call to Order.
(B) Roll Call.
(C) Consent Agenda.
(D) Approval of Minutes.
(E) Reports of Officers.
(F) Reports of Standing Committees.
(G) Reports of Ad Hoc Committees, if any.
(H) Consideration of Old Business.
(I) Consideration of New Business.
(J) Adjournment.
Any By-law or rule respecting the consideration of business by the Commission or the
Board may be suspended in respect to the business considered at any meeting; provided,
however, that such suspension shall be pursuant to the same voting requirements set forth in
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Sections 5.09 and Section 5.12 of the IGA regarding amendment of the By-laws, and, further,
that such suspension shall not apply to subsequent meetings of the Commission or the Board.
Section 3.9. Rules of Proceeding. The Commission shall determine its own rules of
proceeding. The latest edition of Roberts Rules of Order shall govern the actions of the
Commission at all meetings except as may be otherwise provided by these By-laws or by the
Commission's rules of proceeding.
The Board shall determine its own rules of proceeding. The latest edition of Roberts
Rules of Order shall govern the actions of the Board at all meetings except as may be otherwise
provided by these By-laws or by the Board's rules of proceeding.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1. Formation. Pursuant to Section 5.06.01 of the IGA, at such time as the
Commission shall consist of more than seven Members, the Board of Directors shall be created.
During the Transition Period, the Board shall consist of nine Directors. Pursuant to 5.06.02 of
the IGA, upon the occurrence of each and every one of the Transition Events and the conclusion
of the Transition Period as provided in Section 5.12 of the IGA, the Board shall consist of nine
Directors. The Directors of the Board of Directors shall be appointed pursuant to the provisions
of Section 5.06 of the IGA.
Section 4.2. Powers and Duties. The Board shall govern the day-to-day affairs of the
Commission and shall have the powers, duties and authority to exercise any and all of the
authority conferred on the Commission under Article 6 of the IGA, including all such powers,
duties and authority conferred upon it by the Members pursuant to the IGA and these By-laws.
Such powers, duties and authority of the Board shall include, but not be limited to, the following:
(A) Appointment of the Executive Director and officers.
(B) The retention or termination of any Manager, Architect, Surveyor, Engineer,
Attorney, or other contractor.
(C) The initiation, defense, settlement or compromise of any litigation affecting the
Commission, the Airport, any land or any interest in any land in which the Commission or any
Member acting on behalf of or for the benefit of the Commission, has an interest, any plan(s) for
the Initial Phase of the Airport or any application for any governmental approval.
(D) The execution of any contracts as provided in Section 5.14 of the IGA.
(E) The approval of the terms of any debt financing, provided that such financing
shall be limited to non-recourse revenue instruments on which the general credit of the Members
and/or the Commission is not pledged as collateral.
\MC - 23869/0006 - 2243621 v4 4
(F) The removal of the Executive Director and officers.
(G) Preparation of the annual budget to be submitted to the Commission for approval
as provided in Section 8.01 of the IGA.
(H) The retention of a certified public accountant to perform an annual audit of the
financial affairs of the Commission at the end of each fiscal year as provided in Section 8.03 of
the IGA.
(1) The purchase of insurance of such types and in such amounts as it shall, from time
to time, deem necessary, as provided in Section 8.04 of the IGA.
The vote required for approval of items (A) through (F) above shall be pursuant to
Section 5.12 of the IGA.
Notwithstanding the foregoing, the following actions shall require the approval of the
Commission, upon such votes as set forth in the IGA:
(A) The amendment of these By-laws or the IGA.
(B) The modification of the plans for the Initial Phase of the Airport.
(C) The addition of any Subsequent Members to the Commission and the appointment
of any Director pursuant to Section 5.06.03 of the IGA.
(D) The acquisition, sale, lease or other conveyance of any land or any interest in any
land in which the Commission, or any Member acting on behalf or for the benefit of the
Commission, has an interest.
(E) The termination of the IGA pursuant to Section Article Ten of the IGA.
(F) The expulsion of any Member pursuant to Section 5.03 of the IGA.
(G) Approval of the annual budget pursuant to Section 8.01 of the IGA.
ARTICLE VI
OFFICERS
Section 5.1. Number. The officers of the Commission shall consist of a Chairman, a
Vice -Chairman, a Secretary and a Treasurer and such other officers as may be established by the
Board (or by the Commission pursuant to an amendment to these By-laws). The officers so
appointed shall simultaneously function as the officers of the Board and of the Commission.
Any two or more offices may be held by the same person, except the offices of Chairman and
Secretary.
WDC - 23869/0006 -2243621 v4
Section 5.2. Election, Term of Ojf1ce and Vacancies. Except as otherwise provided in the
IGA, the officers of the Commission shall be elected by the Board at its annual meeting and shall
serve for a term of up to four (4) years commencing at the time of their election. There shall be
no limitation on the election of the same Commissioner to the position of Director or, upon the
election of the same as a Director, to the same office in successive years. Directors and officers
shall continue to serve after the expiration of their respective terms until their respective
successors are elected, or until said office has been declared vacant by the Board for any of the
reasons set forth in Section 5.4 hereof.
Section 5.3. Removal. Any officer elected by the Board may be removed pursuant to the
vote requirement set forth in Section 5.12 of the IGA, whenever in the Board's judgment the best
interests of the Commission would be served thereby. Such officer shall remain a Director
unless otherwise removed pursuant to these By-laws or the IGA.
Section 5.4. Vacancies. A vacancy in an office may occur by reason of resignation,
death, permanent physical or mental disability rendering the person incapable of performing the
duties of the office or removal from office pursuant to Section 5.3. Except as otherwise provided
in the IGA, a vacancy in any office shall be filled in the same manner in which the office was
originally filled.
Section 5.5. Chairman. The Chairman shall be the chief executive officer of the
Commission and shall preside at all meetings of the Board and the Commission. He may sign,
with the Secretary, any deeds, mortgages, bonds, contracts, or other instruments which the Board
has authorized to be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board or by these By-laws to some other officer or agent of the
Commission. In addition, the Chairman shall have such other duties as are normally performed
by the presiding officer of a governmental entity or as may be prescribed by the Board from time
to time.
Section 5.6. Vice -Chairman. In the absence of the Chairman, the Vice -Chairman shall
perform the duties of the Chairman, and when so acting, shall have all the powers of, and be
subject to all the restrictions upon the Chairman. The Vice -Chairman shall perform such other
duties as from time to time may be assigned to him by the Chairman or by the Board.
Section 5.7. Secretary. The Secretary shall keep the minutes of the Commission's
meetings and the Board's meetings in one or more books provided for that purpose; shall see that
all notices are fully given in accordance with applicable law; shall keep the seal of the
Commission and all papers belonging to the Commission; shall perform the duties ordinarily
performed by the Secretary of the governing body of a governmental entity, and such other
duties as from time to time may be assigned by the Chairman or by the Board.
Section 5.8. Treasurer. The Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board shall determine; shall have
supervision and general responsibility for all funds and securities of the Commission, the receipt
of monies due and payable to the Commission and for the deposit of all such monies in the name
of the Commission in such banks, trust companies or other depositories as shall be authorized by
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the Commission; shall perform the duties ordinarily performed by the Treasurer of the governing
body of a governmental entity, and such other duties as from time to time may be assigned to
him by the Chairman or by the Board.
ARTICLE VI
COMMITTEES
Section 6.L Committee of the Whole. There shall be a Committee of the Whole, which
shall consist of all of the Commissioners, and which shall perform such duties as authorized by
the Chairman or by the Commission.
Upon formation of the Board of Directors, the Committee of the Whole shall cease to
exist.
Section 6.2 Standing Committees. The Board shall, by resolution, form such standing
committees as it deems appropriate or beneficial. Except as otherwise provided herein or in the
IGA, the purposes for which such committees may be created, the number and identity of the
persons serving on such committees and their terms of office shall be within the sound discretion
of the Board. Each such committee shall have a chairman appointed by the Chairman of the
Commission and which shall perform such duties as authorized by the Chairman or by the Board.
Committee Chairman may create temporary sub -committees and appoint the members thereof.
The Board shall also have the right, in its sound discretion, to expand, reduce or eliminate such
committees, appoint additional persons to such committees, remove previously appointed
persons from such committees as and when the Board deems such action to be appropriate or
beneficial.
Notwithstanding the above, there shall be created a standing committee of the Board
entitled the Regional Transportation and Infrastructure Committee, pursuant to the provisions of
Section 5.08 of the IGA.
Section 6.3. Ad Hoc Committees. The Board shall form such ad hoc committees as it
deems appropriate or beneficial. Each such committee shall have a chairman appointed by the
Chairman of the Commission and which shall perform such duties as authorized by the Chairman
or by the Board. Committee Chairman may create temporary sub -committees and appoint the
members thereof. The Board shall also have the right, in its sound discretion, to expand, reduce
or eliminate such committees, appoint additional persons to such committees, remove previously
appointed persons from such committees as and when the Board deems such action to be
appropriate or beneficial.
ARTICLE VII
PERSONNEL
The executive, management and operating personnel of the Commission shall consist of
such other officers, employees, agents, consultants and attorneys as may, from time to time, be
authorized to be employed by the Board, including, but not limited to, the appointment of an
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Executive Director who shall serve as the principal administrator of the business of the
Commission. The Executive Director shall serve for a term of one year.
ARTICLE VIII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 8.1. Contracts. Subject to the limitations and requirements of Section 5.14 of the
IGA regarding the Development Services Agreement, the Board, by ordinance or resolution, may
authorize the Chairman, the Executive Director or any officer of the Commission to execute
contracts and related documents and may further authorize the Secretary to attest to the execution
of such contracts and related documents, and deliver any instrument in the name of, and on
behalf of the Commission.
Section 8.2. Loans. No loans shall be contracted on behalf of the Commission, and no
evidences of indebtedness shall be issued in its name, unless authorized by ordinance or
resolution of the Commission as provided for in the IGA.
Section 8.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued shall, from time to time, be determined
by ordinance or resolution of the Board; provided, however, that any and every person who as
Commissioner, Director, officer, Treasurer or employee of the Commission is authorized by the
Board to make or enter into contracts of deposit or withdrawal or to collect, receipt for or enter
into contracts for the expenditure or disbursement of the funds of the Commission shall be
named as principal upon a fidelity bond, with a corporate surety approved by the Board and in an
amount which shall be hereafter specified by appropriate action of the Board. Any such bond
shall fully protect and save harmless the Commission from any wrongful deposit, withdrawal,
conversion, use or expenditure of funds of the Commission and shall be placed and remain on
file in the principal office of the Commission.
Section 8.4. Deposits. All funds of the Commission not otherwise employed shall be
deposited, from time to time, to the credit of the Commission in such banks, trust companies or
other depositories as the Board may select and as permitted by applicable law. Funds of the
Commission not needed for current expenditure may be invested in such securities as the Board
may authorize or direct, to the extent permitted by applicable law. The safekeeping of any such
securities shall be a responsibility of the Treasurer of the Commission.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Commission shall begin on the 1 st day of January in each year, and
end on the 31 st day of December of the same year.
ARTICLE X
SEAL
The Board shall provide for an official seal of the Commission, which shall be impressed
on the official copy of these Bylaws contained in the corporate minute book.
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ARTICLE XI
CONFLICT WITH IGA
In the event of any conflict between any of the terms, provisions or covenants contained
in the IGA and any provision of these By-laws, as amended, the terms, provisions and covenants
contained in the IGA shall be deemed, for all purposes, to control.
ARTICLE XII
AMENDMENTS
These By-laws may be altered, amended or repealed and new By-laws may be adopted by
resolution passed by only in accordance with the voting requirements of Section 5.09 and
Section 5.12 of the IGA and the provisions of Article I hereof at any meeting called for that
purpose of the Commission.
As amended and enacted by the Commission this day of February, 2006.
{SEAL}
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EXHIBIT "B"
"INITIAL PHASE" ELEMENTS OF THE ABRAHAM LINCOLN NATIONAL
AIRPORT
1. Airfield
a. Single 10,000 ft. long CATI/CATII runway and parallel taxiway system, capable
of handling FAA Group IV aircraft
b. Apron area (933,000 sq. ft.)
2. Passenger terminal size (net area 97,817 sq. ft. — gross area 142,812 sq. ft.) and curbside
length (690 ft) to include:
a. Domestic / international area (11,727 sq. ft.)
b. Holdroom area (9,881 sq. ft.), 5 gates and 5 loading bridges
c. Domestic arrivals (15,725 sq. ft.)
d. Baggage handling area (18,040 sq. ft.)
e. Airline space area (18,084 sq. ft.), occupied by at least two airlines under a
signatory use and lease agreement
f. Other tenants area (3,337 sq. ft.)
g. Airport Authority area (6,631 sq. ft.)
h. Concessions area (14,391 sq. ft.), at least 50 percent occupied
3. Auto parking area (459,382 sq. ft.)
4. Ground access road requirements
a. Upgrading of West Offner Rd. and South Will Center Rd. to access the terminal
from Hwy. 57 and Dixie Hwy.
b. Access to the ATCT and ARFF facilities with a separate security access, as well
as access to Sanger Field and a service road entrance from West Eagle Lane.
5. All necessary public utilities
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