HomeMy WebLinkAboutORDINANCES-1990-028-O-90•
ORDINANCE NO. 28 -0-90
AN ORDINANCE APPROVING AND AUTHORIZING THE
EXECUTION OF AN INTERIM PROJECT USE AGREEMENT
WHEREAS, the City of Evanston, Cook County, Illinois - -
(the "Municipality") desires to provide an efficient and
environmentally sound system for the collection, transportation,
processing, storage and disposal of municipal solid waste,
providing such a system is in the best interests of the public
health, safety and welfare of the Municipality and its
inhabitants; and
WHEREAS, Article VIZ, Section 10 of the 1970 Constitu-
tion of the State of Illinois authorizes units of local govern-
ment to contract and associate among themselves to obtain or
share services and to exercise, combine, or transfer any power or
function, in any manner not prohibited by law or ordinance; and
WHEREAS, under that Constitutional provision, units of
• local government may use their credit, revenues, and other
resources to pay costs and the service debt related to inter-
governmental activities; and
WHEREAS, the Intergovernmental Cooperation Act, as
amended (Ill. Rev. Stat., Ch. 127, paragraph 741 et seq.) also
authorizes units of local government to exercise and enjoy
jointly their powers, privileges or authority and to enter into
intergovernmental agreements for that purpose; and
WHEREAS, the Municipality, together with other member
units of local government (the "Members"), has previously entered
into an Agreement Establishing the Solid Waste Agency of Northern
Cook County as a Municipal Joint Action Agency (the "Agency
Agreement"), and has become a member of the Solid Waste Agency of
Northern Cook - County- (-the "Agency") , --in -order -to provide and - --
operate an efficient and environmentally sound municipal solid
waste system (the "System"); and
WHEREAS, the Agency has contracted for the preparation
of detailed design and engineering plans for a municipal solid
waste project consisting of an efficient and. environmentally
sound balefill providing for the disposal of compressed solid
waste, which may include (but is not limited to) leachate and gas
collection and drainage equipment, a leak detection and
groundwater monitoring system, rolling stock, structures,
equipment and other related improvements constituting a, solid
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waste processing, recovery and disposal facility, together with
one or more solid waste transfer and processing stations (the
"Project"), has acquired or will acquire a site or sites or
interests in sites for the Project and options therefor, will
obtain all necessary zoning and land use permits, prepare and
file applications for other necessary governmental permits,
acquire equipment for the Project, commence construction of the
Project, and will do all other things necessary or desirable to
- ----- re are- for and_ to -be in- the -ac uis-i-t-iorr,--construction.,- a ui in
P P-- 9 q q FP- 9----
and improvement of the Project (collectively, the "Interim
Project"); and
WHEREAS, the Agency has previously issued its
$5,500,000 Contract Revenue and Bond Anticipation Notes, Series
1988 and its $2,000,000 Contract Revenue and Bond Anticipation
Notes, Series 1989 (the "Prior Notes") to finance a portion of
the Interim Project; and
WHEREAS, the Municipality has previously entered into
an interim project use agreement with the Agency under which the
Agency issued the Prior Notes and the Municipality is paying its
proportionate share of the amounts necessary to pay principal of
and interest on the Prior Notes; and
• WHEREAS, the Agency will now borrow up to $16,250,000
and will issue its contract revenue notes in an amount up to
$16,250,000 (the "Series 1990 Notes") to finance the costs of the
Interim Project and to purchase or pay the Prior Notes, including
without limitation engineering and design fees and expenses,
costs of acquiring a site or sites for the Project or interests
in sites or options therefor, costs of equipment for the Project,
costs of construction of the Project, expenses of the Agency and
its staff, legal and other professional fees and expenses in
connection with the Project, payment or purchase of the Prior
Notes, financial, legal, administrative and other expenses of the
authorization, issuance, sale and delivery of the Series 1990
Notes, reimbursement to Members and other contributors for costs
of the Interim Project previously incurred in anticipation of the
issuance of the Series 1990 Notes, capitalized interest and
appropriate reserves and contingencies; and
WHEREAS, both principal of and interest on the Series
1990 Notes will be payable solely from (1) proceeds of refunding
bonds or notes of the Agency which may be used for that purpose;
(2) receipts of the Agency from any Members or Customers under
Interim Project Use Agreements between the Agency and such
Members and Customers; (3) any amounts on hand at any time in the
Project Fund Accounts, Debt Service Fund or Prepayment Fund to be
established in the Resolution of the Agency authorizing issuance
of the Series 1990 Notes (the "Series 1990 Note Resolution"); and
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28-0-90
(4) interest or other investment earnings of the Agency on the
amounts in such accounts; and
WHEREAS, it is necessary and in the best interests of
the Municipality to enter into an Interim Project Use Agreement
(the "Interim Agreement") with the Agency under which the Agency
will undertake the Interim Project and issue the Series 1990
Notes and the Municipality will pay its proportionate share of
- ---the -amounts -necessary- -t-o --pay--principa-l—of--and- inter-est----on -. the .---
Series 1990 Notes; and
WHEREAS, it is necessary and in the best interests of
the Municipality to agree to pay additional amounts pursuant to
the "step up" provisions of Section 4.4 of the Interim Agreement
and to make an appropriation therefor; and
WHEREAS, the Municipality, by adopting the Interim
Agreement, and the other Members, by adopting similar interim
agreements, agree that they will be severally (and not jointly)
liable for their proportionate shares of the principal of and
interest on the Notes not paid from other funds of the Agency,
and for the step up obligation provided in Section 4.4 of the
Interim Agreement; and
• WHEREAS, the obligation of the Municipality to make
payments under the Interim Agreement is separate from the
obligations of all other Members to make payments under their
respective Interim Project Use Agreements and shall not in any
respect be diminished or increased if any other Member or Members
default in their obligations under their respective Interim
Project Use Agreements, except for such step up obligation; and
WHEREAS, the obligations of the Municipality under the
Interim Agreement are general obligations of the Municipality to
the payment of which its full faith and credit and its taxing
power (unlimited as to rate or amount) are pledged. Such
obligations do not exceed any constitutional, statutory or other
applicable limitation on debt; and
WHEREAS, the Municipality is obligated under the
Interim Agreement to pay its respective share of the costs of the
Interim Project without set-off or counterclaim, irrespective of
whether the Interim Project, the Project or the System is ever
completed, made available or provided to the Municipality and
notwithstanding any suspension, interruption, interference,
reduction or curtailment of the Interim Project, the Project or
the System; and
WHEREAS, the Municipality is a home rule municipality
under the terms of Article VII, Section 6 of the Illinois
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Constitution and may exercise any power and perform any function
pertaining to its government and affairs;
NOW, THEREFORE, BE IT ORDAINED by the City Council of
the City of Evanston, Cook County, Illinois, in the exercise of
its home rule powers, as follows:
SECTION 1:
the -Interim - Agreement
City Manager and City
Interim Agreement, in
Ordinance as Exhibit
such changes therein
That the Municipality approves the form of
- presented--to--mot --at- this---meet-ing--and- -the--
Clerk are hereby authorized to execute the
substantially the form attached to this
1 and made a part of this Ordinance, with
as shall be approved by the persons
executing such agreement.
SECTION 2: That this Ordinance shall constitute an
appropriation of the funds necessary to meet the Municipality's
obligations to make payments of its proportionate share of
principal of and interest on the Notes under the Interim
Agreement.
SECTION 3: That the City Clerk is authorized and
directed to send the following to the Executive Director of the
Agency: (1) two certified copies of this Ordinance, (2) two
certificates of publication of this Ordinance evidencing
publication of this Ordinance in pamphlet form, and (3) two
certified copies of the minutes of the meeting at which this
Ordinance was adopted, showing the adoption of this Ordinance.
SECTION 4: That the Mayor, the City Clerk, and other
employees of the Municipality are authorized and directed to take
whatever additional steps are necessary for the Municipality to
enter into the Interim Agreement.
SECTION 5: That this Ordinance shall be in full force
and effect immediately upon passage and approval.
PASSED this �L�ay� of %%%a,rz ,, 1990.
APPROVED this J " day of 1990.
VOTE: AYES la
ATTEST:
I - r,�C�
CITY CLERK
NAYS Q ABSENT 47
It Mayor
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w1day
hed in amphlet form this
of�%� 1990
t
`J CITY CLERK
- — -- - -- - --- - ---- --- - - - - - - - -- -
Ap roved as o form': - - - -- - -
l
Attorney
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Is
STATE OF ILLINOIS )
COUNTY OF COOK )
CLERK'S CERTIFICATE
,/L_5'TAz: gi T.()AJ/5 / do --hereby -certify- that I- am -the - -
qualified an acting City Clerk of the City of Evanston, Cook
County, Illinois, AND THAT AS SUCH, I am the officer duly desig-
nated by law to keep the minutes, ordinances, resolutions and
proceedings of the City Council of the City of Evanston.
I further certify that the attached and foregoing copy
of Ordinance .� 8 - U -7o is a true and correct copy of the records
of the City of Evanston.
IN WITNESS WHEREOF, I hereunto affix my signature and
impress hereon the corporate stal of the said City of Evanston,
Cook County, Illinois, this day of';,WA 4 , 1990.
jCity Clerk
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INTERIM PROJECT USE AGREEMENT
by and between
SOLID WASTE AGENCY
OF
NORTHERN COOK COUNTY
and
CITY OF EVANSTON, ILLINOIS
Dated: March 27 , 1990
SOLID WASTE AGENCY OF NORTHERN COOK COUNTY •
INTERIM PROJECT USE AGREEMENT
THIS INTERIM PROJECT USE AGREEMENT (the "Interim
Agreement") is entered into by and between the SOLID WASTE AGENCY
OF NORTHERN COOK COUNTY (the "Agency") and the CITY OF EVANSTON,
Illinois (the "Financing Member") as of March 27, 1990.
ARTICLE I
RECITALS
Section 1.1. Article VII, Section 10 of the 1970
Constitution of the State of Illinois and the Intergovernmental
Cooperation Act, as amended (Ill. Rev. Stat., ch. 127, 1111741 et
seq.; the "Act") authorize "units of local government" to contract
and associate among themselves to obtain or share services and to
exercise, combine, or transfer any power or function in any manner
not prohibited by law or ordinance.
Section 1.2. Section 3.2 of the Act authorizes any two
ar more municipalities and counties as units of local government to
establish by an intergovernmental agreement a municipal joint
action agency as a municipal corporation and public body politic
and corporate in order to provide for an efficient and
environmentally sound municipal waste system.
Section 1.3. Pursuant to this authority, certain units
of local government named on Exhibit A (the "Members") have
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• entered into "An Agreement Establishing the Solid Waste Agency of
Northern Cook County as a Municipal Joint Action Agency," dated
as of May 2, 1988 (the "Agency Agreement"), and have formed the
SOLID WASTE AGENCY OF NORTHERN COOK COUNTY in order to establish
a waste system to provide for efficient and environmentally sound
collection, transportation, transfer, processing, treatment,
storage, disposal, recovery and reuse of municipal waste (the
"System").
Section 1.4. The Agency intends to acquire, construct,
equip and improve a "waste project" as defined in Section
3.2(j)(ii) of the Act consisting of an efficient and
environmentally sound balefill providing for the disposal of
compressed solid waste, which project may include (but is not
limited to) leachate and gas collection and drainage equipment, a
leak detection and groundwater monitoring system, rolling stock,
structures, equipment and other related improvements constituting
a solid waste processing, recovery and disposal facility,
together with one or more solid waste transfer, recovery and
processing stations (the "Project"). Toward such end, the Agency
has contracted for the preparation of detailed design and
engineering plans for the Project, has acquired options and other
rights with respect to a site or sites for the Project and has
obtained certain zoning, land use and environmental permits. The
Agency now intends to obtain other necessary governmental
permits, to acquire one or more sites or interests in sites for
02/21/90/000HO987
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tie Project or to acquire options therefor, to continue design of •
tie Project, to acquire equipment for the Project, to begin
construction of the Project, and to do all other things necessary
or desirable to prepare for and to begin the acquisition,
construction, equipping and improvement of the Project
(collectively, the "Interim Project"). Costs of the Interim
Project, including, without limitation, engineering and design
fees and expenses, costs of acquiring a site or sites or
interests in sites or options therefor, costs of equipment for
the Project, costs of construction of the Project, expenses of
the Agency and its staff, professional fees and expenses in
connection with the Project, payment or purchase of the Prior
Notes (as defined in section 1.5), financial, legal,
administrative and other expenses of the authorization, issuance,
insurance,
sale and delivery of the
Series 1990
Notes
described
below and
the payment or purchase of
the Prior
Notes,
capitalized
interest on the Series 1990 Notes, and appropriate reserves and
contingencies, are estimated to be $19,500,000. The Interim
Project will be useful for the entire period of construction and
cperation of the Project, which is estimated to be 25 years.
Section 1.5. In order to pay certain costs of the Interim
Project, the Agency issued its $5,500,000 Contract Revenue and
Bond Anticipation Notes, Series 1988 on May 25, 1988 and its
$2,000,000 Contract Revenue and Bond Anticipation Notes,.Series
1989 on December 6, 1989 (collectively, the "Prior Notes"). The
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• Agency and each of the Members entered into separate agreements
(the "Prior Interim Agreements"), each dated as of May 2, 1988,
in order to provide for the payment of principal of and interest
on the Prior Notes. In order to pay a portion of the costs of
the Interim Project, including the cost of purchasing or paying
the Prior Notes, the Agency and certain Members (the "Financing
Members") now propose to enter into separate interim agreements
(the "Interim Project Use Agreements") which provide for the
Agency to (a) impose a requirement on the Financing Members to
make annual contributions (the "Equity Contributions") to the
Agency pursuant to paragraph 4.2.2 of the Interim Project Use
Agreements and the Agency Agreement and (b) issue not to exceed
$16,250,000 of its Contract Revenue Notes, Series 1990 (the
"Series 1990 Notes"). The terms of the Series 1990 Notes shall
• be as specified in the Resolution of the Agency authorizing the
issuance of the Series 1990 Notes (the "Series 1990 Note
Resolution"), a copy of which is attached in draft form, to be
adopted by the Board of Directors of the Agency in substantially
the form attached with such modifications as the Board of
Directors of the Agency with the advice of counsel deems
advisable.
Section 1.6. Both principal of and interest on the
Series 1990 Notes are to be payable solely from (a) proceeds of
refunding bonds or notes of the Agency which may be used for that
purpose; (b) receipts of the Agency from the Financing Members
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under Interim Project Use Agreements between the Agency and such •
Financing Members, including the Equity Contributions to the
extent provided in the Series 1990 Note Resolution and receipts
of the Agency from customers of the System that are not Financing
Members (the "Customers") under similar agreements between the
Agency and such Customers; (c) any amounts on hand at any time in
the Debt Service Fund, the Project Fund, the Prepayment Fund and
the Expense Fund to be established by the Series 1990 Note
Resolution; and (d) interest or other investment earnings of the
Agency on the amounts in such funds. The Series 1990 Notes do
not constitute an indebtedness of the Agency or of any Financing
Member or Customer within the meaning of any constitutional or
statutory limitation.
Section 1.7. The Financing Member, by adopting this
Interim Agreement, and the other Financing Members, by adopting •
similar interim agreements, agree that they will be severally
(and not jointly and severally) liable only for an amount or
amounts equal to their respective shares as set forth in Exhibit
B (the "Financing Member Share"), of the following: (a) the
principal of and interest on the Series 1990 Notes to the extent
not paid from other funds of the Agency and (b) the Equity
Contributions. The Financing Member and the other Financing
Members agree that the allocation of liability set forth in
Exhibit B, which is based upon the respective populations of the
Financing Members as defined in Section 10.1 ("Population"), is
reasonable.
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• Section 1.8. It is necessary and in the best, interests
of the Financing Member and the Agency for each of them to enter
into this Interim Agreement in order for (a) the Financing Member
to participate in and make use of the System as a means of
processing, storing and disposing of its municipal waste and (b)
the Agency to finance the Interim Project through the issuance of
the Series 1990 Notes and the imposition of the Equity
Contributions on all of the Financing Members.
It is necessary and in the best interest of the
Financina Member, to pay its Financing Member Share of the Equity
Contributions in order to fund a portion of the Interim Project
and, if principal of and interest on the Series 1990 Notes are
not paid from other funds of the Agency, to pay an amount or
amounts equal to its Financing Member Share of the principal of
• and interest on the Series'1990 Notes coming due from time to
time as provided in this Interim Agreement.
Section 1.9. Each Financing Member intends to enter into
an Interim Project Use Agreement similar to this Interim
Agreement and to pay an amount or amounts equal to its respective
Financing Member Share of the principal of and interest on the
Series 1990 Notes and the Equity Contributions, as provided in
this Interim Agreement. The obligation of the Financing Member
to pay an amount or amounts equal to its respective Financing
.Member Share is separate from the obligations of all other
Financing Members and shall not in any respect be diminished or,
except as otherwise provided in Section 4.4 of this Interim
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Agreement, increased if any other Financing Member or Financing •
Members default in their obligations under their respective
Interim Project Use Agreements. Under Section 4.4, if one or
more Financing Members defaults in its payment obligations under
its Interim Project Use Agreement, each remaining non -defaulting
Financing Member is required to pay (in addition to its other
payment obligations) an amount or amounts equal to its share of
the defaulted amount, such share to be determined by the
proportion its Population on Exhibit B bears to the Population of
all non -defaulting Financing Members, provided that the total
amount which the non -defaulting Financing Member is so obligated
to pay shall not in the aggregate exceed one-third of the amount
of the non -defaulting Financing Member's other payment
obligations under this Interim Agreement.
Section 1.10. The obligations of the Financing Member •
under this Interim Agreement are general obligations of the
Financing Member to the prompt payment of which its full faith
and credit and its taxing power are pledged, and unless paid from
other sources the Financing Member shall provide for the levy of
a tax on all taxable property within the corporate limits of the
Financing Member without limit as to rate or amount so as to
provide for the payment of the obligations when due. Such
obligations are not subject to any constitutional, statutory or
other limitation on debt.
Section 1.11. The Financing Member is obligated under this
Interim Agreement to pay an amount or amounts equal to its
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•
• Financing Member Share of the principal of and interest on the
1990 Notes and the Equity Contributions without set-off or
counterclaim, irrespective of whether the Interim Project, the
Project or the System is ever completed, made available or
provided to the Financing Member and notwithstanding any
suspension, interruption, interference, reduction or curtailment
of the Interim Project, the Project or the System.
ARTICLE II
THE INTERIM PROJECT
Section 2.1. The Agency agrees to use its best efforts
in connection with the Interim Project to (a) contract for the
continued preparation of detailed design and engineering plans
for the Project for the benefit of the Financing Members,
• (b) acquire a site or sites for the Project or interests in or
options therefor, (c) obtain other necessary governmental
permits, (d) acquire equipment for the Project, (e) begin
construction of the Project, and (f) do all other things
necessary and desirable to prepare for and to begin the
acquisition, construction, equipping and improvement of the
Project. Costs of the Interim Project, including, without
limitation, engineering and design fees and expenses, costs of
acquiring a site or sites for the Project or interests in sites
or options therefor, costs of equipment for the Project, costs of
construction of the Project, expenses of the Agency and its
02/21/90/OOOH0987
staff, professional fees and expenses in connection with the •
Project, payment or purchase of the Prior Notes, financial,
legal,,administrative and other expenses of the authorization,
issuance, insurance, sale and delivery of the Series 1990 Notes
and the payment or purchase of the Prior Notes, capitalized
interest on the Series 1990 Notes, and appropriate reserves and
contingencies, are estimated to be $19,500,000.
Section 2.2. The Agency shall use its best efforts to
(a) finance the Interim Project by issuing, selling and
delivering the Series 1990 Notes and (b) finance, acquire,
construct, equip and improve the Project, in order to establish
the System for the Financing Members.
Section 2.3. Upon the acquisition, construction,
equipping and improvement of the Project and the establishment of
the System, the Agency shall make the capacity of the System •
available to the Financing Members upon such terms and conditions
and at such rates, fees and charges as the Board of Directors of
the Agency shall determine in accordance with the terms of the
Agency Agreement and such further agreements as may be
appropriate.
ARTICLE III
THE SERIES 1990 NOTES
Section 3.1. The Agency shall borrow a sum not to exceed
$16,250,000 for the Interim Project and shall issue the Series
1990 Notes in the principal amount not to exceed $16,250,000
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• having such terms as shall be provided in the Series 1990 Note
Resolution.
Section 3.2. Both principal of and interest on the Series
1990 Notes shall be payable solely from (a) proceeds of refunding
bonds or notes of the Agency which may be used for that purpose;
(b) receipts of the Agency from the Financing Members and
Customers under: -any Interim Project Use Agreements between the
Agency and, respectively, such Financing Members and Customers,
including the Equity Contributions to the extent provided in the
Series 1990 Note Resolution; (c) any amounts on hand at any time
in the Debt Service Fund, the Project Fund, the Prepayment Fund
and the Expense Fund to be established by the Series 1990 Note
Resolution; and (d) interest or other investment earnings of the
Agency on the amounts in such funds.
• Section 3.3. The Series 1990 Notes shall not constitute
an indebtedness of the Agency or -the Financing Member within the
meaning of any constitutional or statutory limitation.
Section 3.4. The Series 1990 Notes shall be secured by a
pledge and assignment to a trustee for the owners of the Series
1990 Notes (the "Trustee") and a grant to the Trustee of a
security interest in and lien on the Agency's right, title and
_nterest in and to certain receipts under each Interim Project
Use Agreement between the Agency and, respectively, each
Financing Member and Customer.
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ARTICLE IV
OBLIGATIONS OF THE FINANCING MEMBER
Section 4.1. The Financing Member, by adopting this
Interim Agreement, and the other Financing Members, by adopting
similar Interim Project Use Agreements, agree that they will be
severally (and not jointly and severally) liable only for an
amount or amounts equal to their Financing Member Share of the
principal of and interest on the Series 1990 Notes not paid from
other funds of the Agency and their Financing Member Share of the
Equity Contributions. The Financing Member agrees that the
allocation of liability set forth in Exhibit B, which is based
upon the respective Populations of the Financing Members, is
reasonable.
Section 4.2. In consideration for (a) the agreements of
•
the Agency with respect to the Interim Project, the Project and •
the System contained in Article II, (b) the agreements of the
other Financing Members in their respective Interim Project Use
Agreements, and (c) the issuance by the Agency of the Series 1990
Notes as provided in Article III, the Financing Member shall pay
(y) to the Trustee an amount equal to a percentage of the
principal of and interest on the Series 1990 Notes due from time
to time equal to the Financing Member Share and (z) to the Agency
an amount equal to a percentage of the Equity Contributions equal
to the Financing Member Share.
4.2.1. The Trustee shall notify the Financing Member in
writing 13 1/2 months before the first maturity of the Series
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• 1990 Notes of the amount, if any, of its Financing Member Share
of principal of and interest on the Series 1990 Notes, after
taking into account any other funds on deposit with the Trustee
and available to make such payment. On or before one year before
the first maturity of the Series 1990 Notes, and on or before the
first day of each succeeding month (each such date constituting a
"Note Payment Date") until and unless the Series 1990 Notes are
entirely refunded or paid, the Financing Member shall pay to the
Trustee an amount equal to 1/30 of its Financing Member Share of
the principal of and interest on the Series 1990 Notes, for the
payment of which other funds are not on deposit with the Trustee
and available to make such payment. On the seventh business day
prior to each Note Payment Date, the Trustee is required under
the Series 1990 Note Resolution to notify the Financing Member of
• the amount, if any, of the. payment due from the Financing Member
on the next succeeding Note Payment Date, taking into account any
other funds on deposit with the Trustee and available on that
date to pay principal of and interest on the Series 1990 Notes.
If the Series 1990 Notes are entirely refunded or paid during the
one year before the first maturity thereof, the Financing
Member's obligation to make payments to the Trustee shall cease
and all amounts previously paid by the Financing Member to the
Trustee under paragraph 4.2.1 and Section 4.4 shall be returned
to the Financing Member. Neither the giving of any notice by the
Trustee nor the receipt of any notice from the Trustee shall be a
precondition to the obligation of the Financing Member to make
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the payments to the Trustee required by paragraph 4.2.1 or by •
Section 4.4.
4.2.2. The Board of Directors of the Agency shall
determine the Equity Contributions for each fiscal year at the
time of the adoption of the annual budget and appropriation
ordinance of the Agency. During the term of this Interim
Agreement, the Equity Contributions of all Financing Members for
any fiscal year imposed pursuant to the provisions of this
paragraph shall not exceed $1,600,000. A copy of the proposed
budget and appropriation ordinance, including any proposed Equity
Contributions, shall be provided to the Financing Member at the
time it is provided to the Directors of the Agency. Promptly
after the adoption of the annual budget and appropriation
ordinance, the Agency shall notify the Financing Member in
writing of the amount of its Financing Member Share of the Equity •
Contributions due with respect to that fiscal year. On or before
May 15 and on or before the fifteenth day of each of the
succeeding eleven months (each such date constituting an "Equity
Contributions Payment Date"), the Financing Member shall pay to
the Agency an amount equal to 1/12th of its Financing Member
Share of the Equity Contributions for such fiscal year. On the
seventh business day prior to each Equity Contributions Payment
Date, the Agency will notify the Financing Member of the amount
of the payment due from the Financing Member on the next
succeeding Equity Contributions Payment Date. Neither the giving
of any notice by the Agency nor the receipt of any notice from
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• the Agency shall be a precondition to the obligation of the
Financing Member to make the payments to the Agency required by
this paragraph 4.2.2 or by Section 4.4.
4.2.3. In the event the Financing Member fails to make any
payments when due under this Agreement, the unpaid amounts shall
accrue interest at the rate of 10% per annum commencing on the
due date until all amounts due, together with interest, have been
paid. The right of the Agency to receive interest on account of
late payments shall be in addition to all other rights and
remedies available to the Agency for breach of any provisions of
this Agreement.
Section 4.3. After the issuance of the Series 1990
Notes, (a) the Financing Member Shares set forth in Exhibit B on
the date of issuance of the Series 1990 Notes shall not change,
is
and (b) the Board of Directors of the Agency shall admit
municipalities or counties as members of the Agency or parties to
Interim Project Use Agreements with respect to the Interim
Project only upon the condition that each such member (x) shall
pay to the Trustee an amount equal to the member's proportionate
share of the principal of and interest on the Series 1990 Notes
due from time to time for the payment of which other moneys are
not on deposit with the Trustee and available to make such
payment, (y) shall pay to the Agency on each Equity Contributions
Payment Date an amount equal to 1/12th of the member's
proportionate share of the Equity Contribution due during each
fiscal year, and (z) shall pay to the Agency upon execution of
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the Interim Project Use Agreement an amount equal to 125% of 1/12 •
of the member's proportionate share of the Equity Contribution
due for the then fiscal year for each month or part thereof
between the issuance of the Series 1990 Notes and the execution
of the Interim Project Use Agreement by and between the Agency
and such member. The member's proportionate share shall be a
fraction the numerator of which is the member's Population and
the denominator of which is the sum of the Populations of the
member, other members admitted under this Section and all other
Financing Members obligated under Interim Project Use
Agreements.
Section 4.4. As provided by Section 3.2(e) of the Act, if
one or more of the Financing Members defaults in its payment
obligations under its Interim Project Use Agreement, each
remaining Financing Member shall be required to pay (in addition •
to its payment obligations under Section 4.2 of its respective
Interim Project Use Agreement) an amount equal to its share of
the defaulted amount, such share to be determined by the
proportion its Population on Exhibit B bears to the Population of
all non -defaulting Financing Members. The total'amount which the
Financing Member is obligated to pay under this Section 4.4 shall
not exceed one-third of the amounts the Financing Member is
obligated to pay under Section 4.2 including paragraphs 4.2.1 and
4.2.2 thereof. Payments to be made under this Section 4.4 in
respect of a defaulting Financing Member or Financing Members are
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0 due upon notice from the Trustee or the Agency whether or not
such is given in connection with a scheduled Note Payment Date or
Equity Contributions Payment Date.
Section 4.5. Any increase in the amounts due to the
Trustee or the Agency under Sections 4.2 or 4.4 shall be an
immediate obligation of the Financing Member.
Section 4.6. The obligation of the Financing Member to
make payments under Sections 4.2 and 4.4 of this Interim
Agreement is a general obligation of the Financing Member to the
prompt payment of which its full faith and credit and its taxing
power are pledged. To the extent its obligations are not paid
from other sources, the Financing Member shall provide for the
levy of a tax on all taxable property within the corporate limits
of the Financing Member without limit as to rate or amount so as
• to provide for the payment of the obligations coming due under
this Interim Agreement.
Section 4.7. The Financing Member acknowledges that this
Interim Agreement will be assigned by the Agency and the Agency
will grant a lien upon and security interest in this Interim
Agreement and certain amounts payable by the Financing Member
hereunder to the Trustee for the benefit of the owners of the
Series 1990 Notes to be issued by the Agency.
Section 4.8. As provided in Section 3.2(e) of the
Intergovernmental Cooperation Act, as amended, the Financing
Member is obligated under this Interim Agreement to pay its
respective proportionate share of the principal of and interest
02/21/90/000HO987
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on the Series 1990 Notes and the Equity Contributions without
set-off or counterclaim, irrespective of whether the Interim
Project, the Project or the System is ever completed, made
available or provided to the Financing Member and notwithstanding
any suspension, interruption, interference, reduction or
curtailment of the Interim Project, the Project or the System.
Section 4.9. The Financing Member may prepay its
obligations to pay principal of and interest on the Series 1990
Notes (other than its obligations under Section 4.4) in full by
depositing with the Trustee, in accordance with the Series 1990
Note Resolution, an amount in cash which, when invested in
"Government Obligations" as defined in the Series 1990 Note
Resolution and together with interest or other investment
earnings on it, is sufficient to pay, when due, its Financing
Member Share of principal -of and interest due on the Series 1990 •
Notes at their maturity.
Section 4.10. The provisions of this Interim Agreement
shall constitute a contract between the Financing Member and the
Agency for the benefit of the Trustee and the owners of the
Series 1990 Notes. The Trustee may proceed by civil action,
mandamus or other proceeding to enforce and compel performance by
the officials of the Financing Member of all duties required by
law and by this Interim Agreement.
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• ARTICLE V
FINANCING MEMBER COVENANTS
Section 5.1. The Financing Member covenants with the
Trustee and the owners from time to time of the Series 1990 Notes
that so long as any of the Series 1990 Notes are outstanding,
moneys on deposit in any fund or account to be used in connection
with payment of,the Financing Member's obligations under this
Interim Agreement shall not be used in a manner which would cause
any of the Series 1990 Notes to become an "arbitrage bond", nor
will the Financing Member take any action which would cause the
interest on the Series 1990 Notes to be includible in the gross
income of the owners thereof under the Internal Revenue Code of
1986, as amended, and any lawful regulations thereunder.
Section 5.2. The Financing Member covenants to use its
• best efforts to complete and file monthly with the Agency
estimates of the municipal waste generated by the municipal waste
disposal system operating within its jurisdiction.
Section 5.3. The Financing Member will cause its books
and accounts to be audited annually by independent certified
public accountants and will submit a copy of each annual audit to
the Agency within 90 days following the close of the fiscal year.
ARTICLE VI
DEFEASANCE; TERMINATION
Section 6.1. If the Financing Member has satisfied all of
02/21/90/OOOH0987
•
its obligations under this Interim Agreement, including making •
all required Equity Contributions due in the fiscal year, and if,
in the manner provided in the Series 1990 Note Resolution, the
Trustee has received amounts which, together with interest and
investment earnings on such amounts, are sufficient to pay
principal of and interest on the Series 1990 Notes when due, all
of the right, title and interest of the Agency, the Trustee and
the owners of the Series 1990 Notes in and to this Interim
Agreement, and the pledge made under it, shall be terminated and
the pledge made under this Interim Agreement shall be
discharged. Upon payment or defeasance of the Series 1990 Notes,
the Agency will deliver, and will cause the Trustee to deliver, a
proper instrument acknowledging the satisfaction and termination
of the Financing Member's obligations under this Interim
Agreement and the pledge under this Interim Agreement. •
Section 6.2. After the Series 1990 Notes have been paid
in full at maturity or the Trustee has received sufficient funds
to defease the Series 1990 Notes in full in the manner provided
in the Series 1990 Note Resolution, the Trustee shall return to
the Agency any funds remaining in the Principal and Interest
Accounts that are not required to defease the Series 1990 Notes,
as provided in the Series 1990 Note Resolution. An amount of
such funds equal to the Financing Member Share (computed as if
members entering into Interim Agreements after the issuance of
the Series 1990 Notes had done so at the time of the issuance of
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•
• the Series 1990 Notes) shall be returned by the Agency to the
Financing Member.
Section 6.3. This Interim Agreement shall terminate after
the earliest to occur of: (a) defeasance of the'Series 1990 Notes
as provided in Section 6.1, or (b) all Series 1990 Notes and all
obligations of the Financing Member under this Interim Agreement
shall have been,paid and discharged, or (c) a date that is fifty
years from the date of this Interim Agreement.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1. The occurrence of any one of the following
shall constitute an Event of Default:
(a) failure by the Financing Member to pay any amounts
• required to,be paid under this Interim Agreement at the times
specified in this Interim Agreement; or
(b) failure by the Financing Member to observe or perform
any covenant, condition or agreement on its part to be observed
or performed in this Interim Agreement other than as referred to
in (a) above, for a period of 30 days after written notice
specifying such failure and requesting that it be remedied, given
to the Financing Member by the Agency or the Trustee, unless the
Agency and the Trustee shall agree in writing to an extension of
such time; provided, that if the failure stated in the notice
cannot be corrected within the applicable period, the Agency and
02/21/90/OOOH0987
•
the Trustee may consent to an extension of such time if (i) •
corrective action is instituted within the applicable period and
(ii) such corrective action is diligently pursued pursuant to a
schedule approved in writing by the Agency and the Trustee until
the default is corrected.
Section 7.2. Whenever any Event of Default shall have
happened and is continuing, the Agency or the Trustee may take
whatever action at law or in equity is necessary or desirable to
collect the payments and other amounts then due or thereafter to
become due under this Interim Agreement or to enforce the
performance and observance of any obligation, agreement or
covenant of the Financing Member under this Interim Agreement,
including instituting an action in mandamus.
If the Agency or the Trustee has proceeded to enforce
its rights under this Interim Agreement and such -proceedings have .
been discontinued or abandoned for any reason or have been
determined adversely to the Agency or the Trustee, then the
Agency, the Trustee and the Financing Member shall be restored
respectively to their positions and rights under this Interim
Agreement, and all rights, remedies and powers of the Financing
Member and the Agency and the Trustee shall continue as though no
such proceeding had been taken.
Section 7.3. No remedy herein conferred upon or reserved
to the Agency or the Trustee is intended to be exclusive of any
other available remedy or remedies. Each remedy shall be
02/21/90/000HO987
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LJ
• cumulative and shall be in addition to any remedy given under
this Interim Agreement or existing now or in the future at law,
in equity or by statute. No delay or omission to exercise any
right or power accruing upon any default shall impair that right
or power or shall be construed to be a waiver of that right or
power, but that right or power may be exercised from time to time
and as often as.may be deemed expedient. In order to entitle the
Agency or the Trustee to exercise any remedy reserved to them in
this Article, it shall not be necessary to give any notice, other
than notice expressly required in this Interim Agreement. The
rights and remedies given the Agency in this Interim Agreement
shall also extend to the Trustee on behalf of the owners of the
Series 1990 Notes and (as provided in Section 7.5) to the owners
of the Series 1990 Notes, who shall be deemed third party
• beneficiaries of all covenants and agreements contained in this
Interim Agreement.
Section 7.4. If a Financing Member has defaulted in its
payment obligations under Sections 4.2 or 4.4 and the Agency or
the Trustee has through appropriate proceedings recovered from
such defaulting Financing Member all or any portion of the
amounts due from such defaulting Financing Member and unpaid, the
amounts so recovered shall be applied by the Agency and the
Trustee to reduce amounts otherwise due from, or (if no amounts
remain due under this Interim Agreement) to make reimbursements
to, the remaining non -defaulting Financing Members under Sections
02/21/90/000HO987
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LJ
4.2 and 4.4. The amount of such reduction for (or reimbursement •
to) each non -defaulting Financing Member shall be in the same
proportion to the total_ amount recovered as the amounts
previously paid by such Financing Member under Sections 4.2 and
4.4 of such Financing Member's Interim Agreement bear to the
total amounts paid by all non -defaulting Financing Members under
Sections 4.2 and 4.4 of their respective Interim Agreements.
Section 7.5. Whenever in this Interim Agreement a remedy
is conferred upon the Trustee, that remedy may be exercised by
owners of the Series 1990 Notes in the manner and subject to the
conditions set forth in the Series 1990 Note Resolution.
Section 7.6. Notwithstanding the Agency's default in its
obligations under this Agreement, the Financing Member shall pay
its Financing Member Share of the principal of and interest on
the Series 1990 Notes when due. Payment by the Financing Member
under this Section 7.6 shall not be construed as a waiver of any
claims the Financing Member may have against the Agency.
ARTICLE VIII
REPRESENTATIONS OF THE PARTIES
Section 8.1. The Financing Member represents and warrants
to the Agency as follows:
(a) The Financing Member is a legally and validly
existing home rule municipality under the Constitution and laws
of the State of Illinois. The corporate authorities and officers
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•
• of the Financing Member have been duly elected or appointed and
continue to hold title to their respective offices.
(b) The Financing Member is empowered to enter into this
Interim Agreement.
(c) The execution of this Interim Agreement has been duly
authorized by ordinance of the Financing Member which was duly
adopted and remains in full force and effect. This Interim
Agreement is a valid and binding obligation of the Financing
Member and remains in full force and effect.
(d) All conditions, acts and things required by the
Constitution and laws of this State to exist or to be done
precedent to the execution of this Interim Agreement exist or
have been done.
(e) The obligations of the Financing Member represented
• by this Interim Agreement are not subject to any constitutional,
statutory or other limitation on debt.
(f) The adoption of the ordinance authorizing the
execution of this Interim Agreement, the making of an
appropriation therefor, and the execution of this Interim
Agreement will not conflict with, result in a breach of, or
constitute a default under the Constitution of the State of
Illinois, or any law, rule, regulation, ordinance, resolution, or
agreement to which the Financing Member is a party or by which it
is bound.
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•
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Section 8.2. The Agency represents and warrants to the •
Financing Member as follows:
(a) The Agency is a legally and validly existing public
body politic and corporate and a municipal corporation under the
Constitution and laws of the State of Illinois. The officers of
the Agency have been duly appointed and continue to hold title to
their respective offices.
Agreement.
(b) The Agency is empowered to enter into this Interim
(c) The execution of this Interim Agreement has been duly
authorized by resolution of the Agency which was duly adopted and
which remains in full force and effect. This Interim Agreement
is a valid and binding obligation of the Agency.
(d) All conditions, acts and things required by the
Constitution and laws of this State to exist or to be done •
precedent to the execution of this Interim Agreement exist or
have been done.
(e) The adoption of the resolution authorizing the
execution of this Interim Agreement, and the execution of this
Interim Agreement, will not conflict with, result in a breach of,
or constitute a default under the Constitution of the State of
Illinois or any law, rule, regulation, ordinance, resolution, or
agreement to which the Agency is a party or by which it is bound.
02/21/90/000HO987
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0
ARTICLE IX
WITHDRAWAL OF THE FINANCING MEMBER
The Financing Member may withdraw from the Agency as
provided in Section 6 of the Agency Agreement but shall remain
obligated under this Interim Agreement.
ARTICLE X
MISCELLANEOUS
Section 10.1. For purposes of this Interim Agreement, the
term "municipal waste" means garbage, general household and
commercial waste, landscape waste and construction or demolition
debris as the Agency determines from time to time to be
acceptable at the Project.
• Whenever in this Interim Agreement reference is made to
the population of a Financing Member, this Interim Agreement
refers to the Financing Member's population determined on the
basis of the 1980 U.S. Census or, if available, a more recent
corrected, revised or special federal census as reported in
Illinois Counties & Incorporated Municipalities, dated June 1,
1989, and published by the Secretary of State of the State of
Illinois.
Section 10.2. Notices required under this Interim
Agreement shall be deemed given on the third day following the
day on which written notice is mailed by certified mail, postage
prepaid, addressed as follows:
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Agency: Solid Waste Agency of Northern
Cook County
1616 E. Golf Road
Des Plaines, Illinois 60016
Attention: Executive Director
Financing Member: As provided in Exhibit A.
Other Financing Members: As provided in Exhibit A.
The parties may, by notice given as provided in this Section,
designate any further or different addresses to which subsequent
notices, certificates or other communications shall be sent.
Section 10.3. This Interim Agreement may not be assigned
by either party without the prior written consent of the other
and of the Trustee, except that the Agency shall assign to the
Trustee certain rights under. this Interim'Agreement.
Section 10.4. If any provision of this Interim. Agreement
shall be held to be or shall, in fact, be illegal, inoperative or .
unenforceable, that holding shall not affect any other provisions
contained in this Interim Agreement or render those other
provisions invalid, inoperative or unenforceable to any extent.
Section 10.5. Except as otherwise provided in this Interim
Agreement, and except for provisions pertaining to Equity
Contributions, after the initial issuance of the Series 1990
Notes and prior to the payment in full of all of the Series 1990
Notes as to both principal and interest, this Interim Agreement
may not be amended, changed, modified, altered or terminated
without the prior written consent of the Trustee.
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• Section 1.0.6. Without the written consent of the Financing
Member, the Agency will not enter into Interim Project Use
Agreements with other Financing Members in connection with the
Interim Project the terms of which are more favorable to such
other Financing Member than the terms of this Interim
Agreement. Other Interim Project Use Agreements in connection
with the Interim Project may differ from this Interim Agreement
as is necessary to reflect the status of other Financing Members
as non -home rule units pledging the net revenues of their
municipal solid waste systems or home rule units pledging their
full faith and credit to the payment of their obligations under
their respective Interim Project Use Agreements. Interim Project
Use Agreements entered into with other members after June 1, 1990
may differ, but may not be more favorable to such member.
• Section 10.7. This Interim Agreement shall become
effective only when Interim Project Use Agreements meeting the
requirements of Section 10.6 have been executed by the Agency and
a number of Members having a Population in excess of 647,950 and
this Interim Agreement shall not become effective if that has not
occurred on or before May 1, 1990.
Secticn 10.8. With respect to any Member who notifies the
Agency before April 1, 1990 that it intends to withdraw from the
Agency upon the issuance of the Series 1990 Notes and defeasance
of the Prior Interim Agreement, the Financing Member waives the
requirement under Section 6.2 of the Agency Agreement to 180
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•
M-1c
days' notice to the Agency of withdrawal and consents to the •
withdrawal by such Member upon such terms as the Agency shall
determine.
IN WITNESS WHEREOF, the Agency and the•Financing Member
have caused this Interim Agreement to be executed in their
respective corporate names and attested by their duly authorized
officers and sealed with their corporate seals, all as of the date
first above written.
SOLID WASTE AGENCY OF NORTHERN
COOK COUNTY
Chairman
[SEAL]
Attest:
Secretary •
Date of Execution by Financing member: d)v k d ? , 1990.
[SEAL]
Attest - 0
CI F EVA STON, ILLINOIS
_N4Wjq7A7A
I t s OT .►�
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•
EXHIBIT A
(To Interim Project Use Agreement)
ADDRESSES FOR NOTICES
Name Address
Village of Arlington Heights 33 South Arlington Heights Road
Arlington Heights, Illinois 60005
Attention: Village Manager
Village of Barrington
Village of Buffalo Grove
City of Des Plaines
Village of Elk Grove Village
City of Evanston
Village of Glencoe
Village of Glenview
Village of Hanover Park
Village of Hoffman Estates
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206 South Hough Street
Barrington, Illinois 60010
Attention: Village Manager
50 Raupp Boulevard
Buffalo Grove, Illinois 60089
Attention: Village Manager
1420 Miner Street
Des Plaines, Illinois 60016
Attention: City Manager
901 Wellington Avenue
Elk Grove Village, Illinois 60007
Attention: Village Manager
2100 Ridge Avenue
Evanston, Illinois 60204
Attention: City Manager
675 Village Court
Glencoe, Illinois 60022
Attention: Village Manager
1225 Waukegan Road
Glenview, Illinois 60025
Attention: Village Manager
2121 West Lake Street
Hanover Park, Illinois 60103
Attention: Village Manager
1200 North Gannon Drive
Hoffman Estates, Illinois 60196
Attention: Village Manager
Name
Village of Inverness
Village of Kenilworth
Village of Lincolnwood
Village of Morton Grove
Village of Mount Prospect
Village of Niles
Village of Northbrook
Village of Northfield
Village of Palatine
City of Park Ridge
City of Prospect Heights
City of Rolling Meadows
Village of Roselle
Address
1400 Baldwin Road
Palatine, Illinois 60067
Attention: Village Clerk
419 Richmond
Kenilworth, Illinois 60043
Attention: Village Manager
6918 North Keeler
Lincolnwood, Illinois 60646
Attention: Village Manager
6101 Capulina
Morton Grove, Illinois 60053
Attention: Village Manager
100 South Emerson
Mt. Prospect, Illinois 60056
Attention: Village Manager
7601 Milwaukee Road
Niles, Illinois 60648
Attention: Village Manager
1225 Cedar Road
Northbrook, Illinois 60062
Attention: Village Manager
361 Happ Road
Northfield, Illinois 60093
Attention: Village Manager
200 East Wood Street
Palatine, Illinois 60067
Attention: Village Manager
505 Park Place
Park Ridge, Illinois 60068
Attention: City Manager
•
4 East Camp McDonald Road
Prospect Heights, Illinois 60070
Attention: City Manager
3600 Kirchoff Road
Rolling Meadows, Illinois 60008
Attention: City Manager
31 South Prospect
Roselle, Illinois 60172
Attention: Village Manager
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.7
Name
Village of Skokie
Village of South Barrington
Village of Wheeling
Village of Wilmette
Village of Winnetka
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Address
5127 West Oakton
Skokie, Illinois 60077
Attention: Village Manager
30 South Barrington Road
P.O. Box Barrington
Barrington, Illinois 60010
Attention: President
P.O. Box V (255 W. Dundee)
Wheeling, Illinois 60090
Attention: Village Manager
1200 Wilmette Avenue
Wilmette, Illinois 60091
Attention: Village Manager
510 Green Bay Road
Winnetka, Illinois 60093
Attention: Village Manager
EXHIBIT B
(To Interim Project Use Agreement)
Allocation of Liability
Name of Municipality
Population
Proportionate Share
Arlington Heights
66,116
8.16%
Barrington
9,029
1.11
Buffalo Grove
32,337
3.99
Des Plaines
55,374
6.84
Elk Grove Village
33,205
4.10
Evanston
73,706
9.10
Glencoe
9,200
1.14
Glenview
33,131
4.09
Hanover Park
31,349
3.87
Hoffman Estates
44,761
5.53
Inverness
5,220
0.64
Kenilworth
2,708
0.33
Lincolnwood
11,921
1.47
Morton Grove
23,747
2.93
Mount Prospect
52,634
6.50
Niles
30,363
3.75
Northbrook
33,206
4.10
Northfield
4,887
0.60
Palatine
34,262
4.23
Park Ridge
38,704
4.78
Prospect Heights
13,262
1.64
Rolling Meadows
21,861
2.70
Roselle
19,603
2.42
Skokie
60,278
7.44
South Barrington
1,804
0.22
Wheeling
26,276
3.24
Wilmette
28,221
3.49
Winnetka
12,772
1.58
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