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HomeMy WebLinkAbout51-O-24: Approving Amendments to the Agreement Establishing the Solid Waste Agency of Northern Cook County (SWANCC) as a Municipal Joint Action Agency, and to the Bylaws of the Solid Waste Agency of Northern Cook County05/28/2024 51-O-24 AN ORDINANCE AN ORDINANCE APPROVING AMENDMENTS TO THE AGREEMENT ESTABLISHING THE SOLID WASTE AGENCY OF NORTHERN COOK COUNTY AS A MUNICIPAL JOINT ACTION AGENCY AND TO THE BYLAWS OF THE SOLID WASTE AGENCY OF NORTHERN COOK COUNTY WHEREAS, the City of Evanston (“City”) is a home rule, special charter, municipal corporation existing in accordance with the Illinois Constitution of 1970; and WHEREAS, Section 6(a) of Article VII of the Illinois Constitution of 1970 authorizes home rule units, such as the City, to “exercise any power and perform any function pertaining to its government and affairs;” and WHEREAS, Section 10 of Article VII of the Illinois Constitution of 1970 authorizes units of local government, such as the City, to contract or otherwise associate amongst themselves in any manner not otherwise prohibited by law or ordinance; and WHEREAS, Section 3 of the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/3, permits any powers, privileges, functions or authority exercised or which may be exercised by a unit of local government, such as the City, to be combined and exercised jointly with any other unit of local government; and Page 1 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 51-O-24 WHEREAS, pursuant to such authorization, the City has entered into an Agreement with other municipalities establishing the Solid Waste Agency of Northern Cook County (“SWANCC”) as a municipal joint action agency (“Agreement”); and WHEREAS, as a member of SWANCC, the City has approved By-Laws (the “By-Laws”) that, together with the Agreement, govern the function and operation of SWANCC, a copy of said By-Laws is attached hereto and incorporated therein as Exhibit A; and WHEREAS, the City now desires, and find it in the best interest of the health, safety, morals and welfare of the City, to amend the Agreement and the By-Laws of SWANCC concerning the appointment of representatives authorized to represent the City at meetings of SWANCC, all as set forth in this Ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT: SECTION 1: The foregoing recitals are found as fact and incorporated herein by reference. SECTION 2: Amendment to Agreement Section 8 of the By-Laws, “Governance,” subsections 8.3 and 8.4, are hereby amended as follows: Section 8. Governance. 8.1 The Agency shall be governed and administered as provided in this Section and in the By-Laws, adopted pursuant to, and subject to the limitations of, this Agreement. 8.2 The governing body of the Agency shall be the Board of Directors. There shall be one Director for each Member, who shall be appointed by vote of the corporate authorities of the Member and who at the time of appointment shall be ~2~ Page 2 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 51-O-24 the (i) Mayor or President of a Member (if such Member is a municipality) or the President or Chairman of a Member (if such Member is a County), (ii) another elected member of the corporate authorities of the Member or, (iii) the chief administrative officer of the Member. The term of each initial Director shall begin when he or she is appointed and shall continue until April 30, 1991 and until his or her successor is appointed. Thereafter, all Directors shall be appointed for two-year terms expiring on April 30 of odd numbered years. Except as provided in paragraph 8.4, a person serving as a Director shall serve until his or her term expires, and thereafter until his or her respective successor is appointed. Each Director shall have one vote on the Board of Directors. 8.3 Any Member may appoint one or more persons to serve as the Alternate Director. Any such appointee shall meet the qualifications for office as a Director established in paragraph 8.2 or shall be a staff person of the Member appointed by its corporate authority and granted the authority to act on the Member’s behalf. The Alternate Director may attend any meeting of the Board of Directors and may vote as the Director in the absence of the Director from that Member or if there is a vacancy in the position of Director from that Member. The term of an Alternate Director shall be the same as the term of the Director from the appointing Member. Except as provided in paragraph 8.4, a person serving as Alternate Director shall serve until his or her term expires and thereafter until the successor is appointed. 8.4 All appointments of Directors and Alternate Directors shall be by ordinance or resolution of the corporate authorities of the appointing Member, a certified copy of which shall be filed with the Secretary of the Agency. Should any Director or Alternate Director cease to serve as the President, Mayor, Chairman, elected member of the corporate authorities or, chief administrative officer of the appointing Member, or staff person of the Member granted authority to act on the Member’s behalf, that person shall simultaneously cease to serve as Director or Alternate Director of the Agency and the position shall be vacant. Any vacancy in the office of Director or Alternate Director shall be filled by appointment by the Member with respect to which the vacancy exists. Directors and Alternate Directors shall receive no compensation for their service in this capacity but may be reimbursed by the Agency for reasonable and necessary expenses incurred in performance of their duties. /remainder unchanged/ SECTION 3: Amendment to By-Laws Section 1 of the By-Laws, “Members and Powers,” is hereby amended as follows: ~3~ Page 3 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 51-O-24 1. Members and Powers. The Board of Directors of the Agency shall be comprised as provided in the Agreement and the By-Laws and shall exercise those powers specified in the Agreement and the By-Laws. If any Director or Alternate Director ceases to serve as the President, Mayor, Chairman, elected member of the corporate authorities or, chief administrative officer of the Member which appointed such person, or staff person of the Member granted authority to act on the Member’s behalf, becomes incapacitated or is otherwise removed as a Director or Alternate Director by the corporate authorities of the appointing Member, that seat on the Board of Directors shall, subject to the provision for participation by Alternate Directors contained in Section 2 of this Article, be vacant until a successor is appointed by that Member. (For purposes of the By-Laws, "Member" shall have the same meaning as in the Agreement.) SECTION 4: The findings and recitals contained herein are declared to be prima facie evidence of the law of the City and will be received in evidence as provided by the Illinois Compiled Statutes and the courts of the State of Illinois. SECTION 5: All ordinances or parts of ordinances in conflict herewith are hereby repealed. SECTION 6: In the event a conflict exists between the terms of this Ordinance and any other ordinance or resolution of the City, the terms of this Ordinance shall govern. SECTION 7: If any section, paragraph, clause, phrase, provision or part of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph, clause, phrase, provision or part shall not affect the validity of any of the remaining provisions of this Ordinance. SECTION 8: This ordinance will be in full force and effect from and after its passage, approval and publication in the manner provided by law. ~4~ Page 4 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 51-O-24 Introduced: _________________, 2024 Adopted: ___________________, 2024 Approved: __________________________, 2024 _______________________________ Daniel Biss, Mayor Attest: _______________________________ Stephanie Mendoza, City Clerk Approved as to form: ______________________________ Alexandra B. Ruggie. Corporation Counsel ~5~ Page 5 of 76 May 28 July 22 July 22 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 51-O-24 EXHIBIT A SWANCC BY-LAWS ~6~ Page 6 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 SOLID WASTE AGENCY OF NORTHERN COOK COUNTY BY-LAWS As amended January I I , I 995 Article I GENERAL These By-Laws, together with "An Agreement Establishing the Solid Waste Agency of Northern Cook County As A Municipal Joint Action Agency" (the "Agreement"), govern the function and the operation of the Solid Waste Agency of Northern Cook Cou nty (the "Agency"). A rticle II BOARD OF DffiECTORS 1. Members and Powers. The Board of Directors of the Agency shall be comprised as provided in the Agreement and the By-Laws and shall exercise those powers specified in the Agreement and the By-Laws. If any Director ceases to serve as the President, Mayor, Chairman, elected member of the corporate authorities or chief administrative officer of the Member which appointed such person, becomes incapacitated or is otherwise removed as a Director by the corporate authorities of the appointing Member, that seat on the Board of Directors shall , subject to the provision for participation by Alternate Directors contained in Section 2 of this Article, be vacant until a successor is appointed by that Member. (For purposes of the By-Laws, "Member" shall have the same meaning as in the Agreement.) 2. Alternate Directors. The corporate authorities of any Member may, from time to time, se lect one or more Alternate Directors. Any such appointee shall meet th e qualifications for office as a Director established under the Agreement and these By-Laws. Any Member selecting a Director or Alternate Director sha ll file with the Secretary of the Agency a certified copy of the ordinance or resolution designating its Director or Alternate Director. In the abse nce of any Director Page 7 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 at any meeting of the Board of Directors, an Alternate Director from the same Member may serve for all purposes as the Director from such Member. 3. Voting. Votes on matters considered by the Board of Directors may be cast only by the Directors or AJtemate Directors in physical attendance at Board meetings. No proxy votes or absentee voting sha ll be permitted. 4. Election of Officers. (a) The Board of Directors shall elect from among the Directors a Chairman of the Board of Directors and a Vice-Chairman of the Board of Directors. Such officers shall serve until the end of th eir term and thereafter until their respective successors are elected so long as any such officer shall also continue to b e a Director pursuant to Section 8.2 of the Agreement. The term of office for those positions shall be tvvo years. The term of the first persons elected as such officer will expire on April 30, 1990. In the absence of the Chairman of the Board of Directors or in the event of the Chairman's inability to act, the Vice-Chainnan of the Board of Directors shall perform the duties of the Chainnan, and when so acting, shall have all the powers of the Chainnan. Upon the resignation or incapacity of any such officer or upon such person ceasing to be a Director, the Board of Directors shall e lect one of the Directors to complete the tem1 of office for that position. (b) T he Board of Directors shall select a person or persons, who need not be Directors, to the positions of Treasurer and Secretary. Such officers shall serve at the pleasure of the Board of Directors. Unless otherwise qualified as a Director or Alternate Director, the Treasurer or Secretary shall be given notice of all meet ings of the Board of Directors and shall have the right to take part in the discussion of matters corning before the Board of Directors but shall have no vote. (c) The Board of Directors may also , from time to time, by reso lution create (and may subsequently discontinue) officer positions for the Agency in addition to those provided by the By- Laws. The Board of Directors shall detennine the duties of such additional officers, whjch shall not conflict with the duties specifically given by the By-Laws to other officers. The Board of Directors sha ll determine the term of office and the method of selection and any compensation of such additional officers. 2 Page 8 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 5. Rules. The Board of Directors may establish rules govern ing its own conduct and procedure. Questions of procedure for meetings of the Board of Directors which are not detennined by its rules shall be governed by Robert's Rules of Order. 6. Compensation. No Director shall receive any compensation from the Agency for service as a Director ( or as Chairman or Vice-Chairman of the Board of Directors) but Directors may be reimbursed for their actual expenses incurred with regard to Agency business and meetings. 7. Meetings. (a) Regular meetings of the Board of Directors shal l be held according to a schedule of meetings which the Board of Directors shall, from time to time, adopt. Regular meetings shall be held at least t\1/0 times a year at times determined by the Board of Directors. The Chairma n of the Board of Directors shall cause an agenda for the meeting to be provided to each of the other Directors and to each member of the Executive Committee. The business at the regular meetings may, pursuant to the rules governing the conduct and procedure of the Board of Directors, include items not specified in the agenda. At each regular meeting of the Board of Directors, the Executive Committee shall present a report of its activities and shall report on budget status and financial transactions including all disbursements of Agency funds occurring since the previous regular meeting. (b) Special meetings of the Board of Directors may be called by its Chairman, by any four Directors (but not Alternate Directors), or by the Executive Committee. Written notice of spec ial meetings sha ll be given at least t\:vo business days prior to such meetings to each Director and each member of the Executive Committee. The Notice shall include the time, date and location of the special meeting as we ll as an agenda spec ifying the subjects to be covered at the special meeting. The Notice shall be given by the person or persons calling the special meeting or, in the case of a meeting called by the Executive Committee, either its Chairman or the Secretary. Business conducted at special meetings shall be limited to those items specified in the agenda, except upon the consent of all the Directors then holding office ( or in lieu of the consent of a Director absent at a meeting, the consent of the Alternate Director from that Municipali ty). ( c) All regular and special meetings shall be open to the public and pub]ic notice of such 3 Page 9 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 meetings shall be given, in each case in the manner (and with such exceptions) as provided by the "Open Meetings Act" (Ill. Rev. Stat. ch. 102, ml 41 -46). 8. Quorum and Passage. A quorum for the transaction of all business by the Board of Directors shall consist of a majority of the Directors then holding office. No ordinance, resolution or other substantive matter shall be passed or approved by the Board of Directors except upon the affirmative vote of a majority of the Directors then holding office unless a greater majority is required pursuant to the Agreement of these By-Laws. 9. The Chainnan of the Board of Directors. The Chairman of the Board of Directors shall preside at meetings of the Board of Directors. The Chairman shall also perform all duties specified for the Chairman in the By-Laws, all duties incident to the office of the Chainnan of the Board of Directors and such other duties as may be prescribed by the Board of Directors from time to time, consistent with the Agreement and the By-Laws. 10. The Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Agency and receive and give receipts for monies due and payable to the Agency from any source whatsoever. The Treasurer shall be responsible for depositing all such monies in the name of the Agency in such banks, trust companies or other depositories as shaU be approved as depositories by the Board of Directors and shall make investments of funds not immediately required. No Director or officer of the Agency shall be liable for any loss of money so deposited which loss occurs by reason of any failure or default of the depository. All deposits and investments shall be subject to the supervision of the Executive Committee. The Tre.asurer, should he or she not be a Director or Alternate Director, may receive compensation for service as Treasurer, as authorized by the annual budget. The Treasurer shall give a bond for the faithful discharge oflus or her duties, in such amount and with such surety or sureties as are approved by the Board of Directors. 11. The Secretary. The Secretary shall be responsible for keeping the books and records of the Agency and shall be responsible for the preparation and retention of minutes of all meetings of 4 Page 10 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 the Board of Directors and the Executive Committee. The Secretary, should he or she not be a Director or Alternate Director, may receive compensation for service as Secretary , as authorized by the annual budget. Article ID EXECUTIVECOMMITIEE 1. Members and Powers. The Executive Committee shall be comprised as provided in the Agreement and the By-Laws and shall exercise those powers specified in the Agreement and the By-L.aws. The persons appointed to the Executive Committee shall include (i) at least three persons who are Presidents, Mayors or elected members of the corporate authorities of Members and (ii) at least three persons who are chief administrative officers of Members they represent. Notwithstanding the previous sentences, the tenn of the current members of the Executive Committee shall continue until April 30, 1993 and until his or her successor is elected. The term of three of the members of the Executive Committee appointed for terms commencing on December 1, 1994 shall continue until April 30, 1996 and until his or her successor is elected. Thereafter, those three Executive Committee seats shall be for two-year tenns expiring on April 30th of even nwnbered years and until his or her successor is elected. The tenn of four of the members of the Executive Committee appointed for terms commencing on December I, 1994 shall continue until April 30, 1997 and until ms or her successor is elected. Thereafter, four Executive Committee seats shall be for two-year tenns expiring on April 30th of odd numbered years. The members of the Executive Committee shall serve until the end of their tenn and thereafter until their respective successors are elected. If any member of the Executive Committee ceases to serve as the President, Mayor, Chairman , elected member of the corporate authorities or chief administrative officer of the Member which appointed such person, becomes incapacitated or is otherwise removed as a member of the Executive Committee by the Board of Directors, that seat on the Executive Committee shall be vacant until a successor is appointed by the Board of Directors. 5 Page 11 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 2. Voting. Votes on the Executjve Commjttee may be cast onJy by the members of the Comrnjttee in physical attendance at its meetings. No proxy votes or absentee voting shall be pennitted. 3. Officers of the Executive Commjttee. The Executive Committee shall elect from among its members a Chainnan and Vice-Chairman of the Executive Committee. Such officers shall serve until the end of their tenn and thereafter until their respective successors are elected. The tenn of office for those positions shall be t\vo years. The tenns of the first persons elected as such officers will expire on Apri l 30 , 1990. Upon the resignation or incapacity of any such officer or upon such person ceasing to be a voting member of the Executive Committee, the Board of Directors shall elect one of its members to complete the tenn of office for that position. 4. Rules. The Executive Committee may establish rules governing its own conduct and procedure. Questions of procedure for meetings of the Executive Comm ittee which are not determined by its rules shall be governed by Robert's Rules of Order. 5. Compensation. No one serving on the Executive Committee shall receive compensatjon from the Agency for that service or for service as Chairman or Vice-Chairman of the Executive Committee. Members and officers may be reimbursed for their actual expenses incurred with regard to Agency business and meetings. 6. Meetings. (a) Regular meetings of the Executive Committee sha ll be held according to a schedu le of meetings which the Executive Comm ittee shall, from time to ti me, adopt. (b) Special meetings of the Executive Comm ittee may be ca1led by its Chairman or by any t\vo members of the Executive Committee. Written notice of special meetings shall be given at least t\venty-four hours before such meeting to each member of the Executive Committee. The notice shall include the time , date and location of the special meeting as well as an agenda specifying the subjects to be covered at the special meeting. The notice shall be given by the person or persons calling the meeting or by the Secretary of the Agency. Business conducted at special meetings sha ll 6 Page 12 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 be limited to those items specified in the agenda, except upon the consent of all the voting members of the Executive Committee then holding office. ( c) All regular and special meetings of the Executive Committee shall be open to the public and public notice of such meetings sha11 be given, in each case in the manner (and with such exceptions) as provided by the "Open Meetings Act''" (Ill. Rev. Stat. ch. 102, fl 41 -46). 7 . Quorum and Passage. A quorum for the transaction of aJI business by the Executive Committee shall consist of a majority of the voting members then holding office. No resolution or other substantive matter shall be passed or approved by the Executive Committee except upon the affinnative vote of a majority or the voting members then holding office. 8. The Chairman of the Executive Committee. TI1e Chairman of the Executive Committee shall preside at meetings of the Executive Committee and shall serve as the liaison bet\veen the Board of Directors and the Executive Committee. The Chairman of the Executive Committee shaJI also perform all duties specified in the By-Laws, all duties incident to this office and such other duties as may be prescribed by the Executive Committee consistent with the Agreement and the By-Laws. In the absence of the Chairman of the Executive Committee or in the event of the Chairman's inability to act, the Vice-Chairman of the Executive Committee shall perfonn the duties of the Chairman of the Executive Committee, and when so acting, shall have all the powers of the Chairman. Article IV BUDGET AND PURCHASES 1. Fiscal Year. The fiscal year of the Agency shall begin May 1 and end April 30. 2. Annual Budget and Appropriations. The Executive Director shall be responsible for preparation of a proposed combined budget and appropriations ordinance for the Agency. Copies of 7 Page 13 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 the proposal sha ll be provided to the Directors and to the members of the Executive Committee. The Executive Committee shall review the proposed budget and appropriations ordinance and make any recommendations for change it detennines appropriate. Following approval of a recommended budget and appropriations ordinance by the Executive Committee, copies sha11 be forwarded to the Board of Directors. The combined budget and appropriations ordinance shall be adopted by the Board of Directors before the beginning of the fiscal year, except that the combined budget and appropriations ordinance for the fiscal year 1989 shall be adopted as soon as practicable. 3. Expenditures. After adoption of the combined annual budget and appropriations ordinance by the Board of Directors, the Executive Committee and the officers of the Agency shall make only those expenditures which are authorized by the budget and appropriations ordinance and shall not contravene the provisions of the budget and appropriations ordinance without the approval of the Board of Directors. Article V AUDIT The Board of Directors shall provide for an annual audit of the Agency to be made by an independent certified pub) ic accountant within 120 days after the end of each fiscal year. The books of the Agency shall be kept in accordance with generally accepted accounting principles. A copy of the annual audit report shall be deljvered to each Member promptly upon its receipt by the Agency. Article VI PERSONNEL Executive Director. The Executive Director shall be appointed by the Board of Directors under such 8 Page 14 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 tenns and conditions of employment as the Board shall determine. The Executive Director shall exercise such powers and responsibilities as shall be detennined from time to time by the Board of Directors or by the Executive Committee. Article VII CONTRACTS AND PURCHASES, WANS A1'1D CHECKS I. Contracts And Purchases. The Board of Directors may authorize any officer or officers of the Agency (including any officer of the Board of Directors or the Executive Committee) or agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Agency. Such authority may be general or confined to specific instances, consistent in each case with the By-Laws and the Agreement. The Board of Directors may by resolution provide procedures for the entering into of contracts and making purchases of services, goods, equipment, supplies and facilities. The procedures may provide authority for the Board of Directors, officers of the Agency or the Executive Committee to approve contracts and purchases and may make such provision as the Board of Directors deems appropriate for public bidding for contracts and purchases. The Executive Committee shall approve payments required under any contract or purchase entered into by the Agency. 2. Loans. The Agency may borrow money only upon the approval of the Board of Directors. 3. Checks. AU checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness in the name of the Agency, shall be signed by such officer or officers (including any officer of the Board of Directors or the Executive Committee) or agent or agents of the Agency and in such manner as shall be provided by resolution of the Board of Directors . 9 Page 15 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 Aliicle VIll NOTICES Any notice or document required to be given under the Agreement or the By-Laws shall be deemed to be given, with respect to a Member, an officer of a Member, a Director or a member of the Executive Committee, if it is deJjvered or mailed to the principal office of that Member of the Member wruch appointed such person ; and with respect to any other officer of the Agency if . delivered or mailed to the principal office of the Agency. All notices shall be in writing. Any person or Member may waive any notice. Attendance by any person at a meeting is a waiver of notice of the meeting. Article IX AME1'TJ)MENT Amendments to the By-Laws may be proposed by any Director or by any member of the Executive Co1mnittee. The amendment shall be submitted to each Director at least thirty days prior to the meeting of the Board of Directors at which the amendment is to be considered. The proposed amendment and the reasons for it shall be considered by the Board of Directors, along with the recommendations of the Executive Committee and any officer of the Agency. Concurrence of Directors equal to not less than a three-fourths vote of the then Directors shall be required to adopt any amendment to the By-Laws. No amendment shall cause the By-Laws to conflict with the Agreement. 10 Page 16 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 ArticleX EFFECTIVE DATE The By-Laws shall become effective upon approval of the Board of Directors. Any amendment to the By-Laws shall take effect immediately upon its approval by the Board of Directors, unless the terms of the amendment otherwise provide. 11 Page 17 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 State of Illinois ExecutiveDepartmen CERTIFICATE To All To Whom These Presents Shall Come,Greeting: I,JIM EDGAR,Secretary of State of the State of Illinois,do hereby certify that the attached is a true copy of an Agreement Establishing the Solid Waste Agency of Northern Cook County,as filed in this office May 13,1988. IN TESTIMONY WHEREOF,I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois. Done at the City of Springfield, May 16,1988. SECRETARY OF STATE Page 18 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 AN AGREEMENT ESTABLISHING THE SOLID WASTE AGENCY OF NORTHERN COOK COUNTY AS A MUNICIPAL JOINT ACTION AGENCY THIS AGREEMENT is entered into by and among the municipalities and counties which under ordinances duly adopted by their respective corporate authorities have executed this Agreement pursuant to its terms,and is dated as of /%ZZé; 1988 WITNESSETH: WHEREAS,Article VII,Section 10 of the 1970 Constitution of the State of Illinois authorizes 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; and WHEREAS,under that Constitutional provision units of local government may use their credit,revenues,and other resources to pay costs and to service debt related to inter- governmental activities;and WHEREAS,the Intergovernmental Cooperation Act,as amended (Ill.Rev.stat.,ch.127,1741 et seq.),also authorizes units of local government to exercise and enjoy jointly their powers,privileges or authority and to enter into intergovern- mental agreements for that purpose;and FILED lNDEXDEPARTMENT IAAY1319883 INTHEOFHCEOF Page 19 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 WHEREAS,Section 3.2 of the Intergovernmental Cooperation Act,as amended,authorizes any two or 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 efficient and environmentally sound collection,transportation,processing, storage and disposal of municipal waste;and WHEREAS,the parties to this Agreement have determined that they need to join together to create a joint action agency by intergovernmental agreement to provide an efficient and environmentally sound waste system,including Waste Projects,for the use and benefit of the Members;and WHEREAS,the Agency,when formed,may enter into Project Use Agreements with Members and Customers providing for the Agency to develop and operate a Waste Project or Projects, providing for the rights of Members and Customers to use of the Waste Project,assessing charges for such use or providing for payment of amounts without regard to use of the Project,and establishing conditions with respect to use of the Waste Project, including,but not limited to,conditions requiring a Member to make exclusive use of the Waste Project for all or a specified portion of the Municipal Waste within its jurisdiction,all as may be agreed to by the Member or Customer and the Agency in a Project Use Agreement:and Page 20 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 ‘I WHEREAS,it is necessary for purposes of economy and environmental safety that the parties form a municipal joint action agency to exercise the powers and duties conferred by law for their benefit;and WHEREAS,the parties to this Agreement have approved this Agreement by ordinance duly adopted by their respective corporate authorities; NOW,THEREFORE,the parties agree as follows: gection 1.Definitions. For the purposes of this Agreement each of the following words and phrases shall have the meaning set forth following the word or phrase,unless the context clearly indicates a different meaning. 1.1 The word "Act"shall mean the Intergovernmental Cooperation Act (Ill.Rev.Stat.,ch.127,1741 et seq.),as it has been and as it may be amended from time to time. 1.2 The phrase "Additional Member"shall mean any municipality or county which becomes a Member of the Agency pursuant to paragraph 5.3 of this Agreement.An Original Member which withdraws_from the Agency pursuant to this Agreement may become an Additional Member of the Agency in the manner provided in Section 5.3. Page 21 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 -,.‘cI‘ 1.3 The word "Agency"shall mean the Solid Waste Agency of Northern Cook County established by this Agreement. 1.4 The phrase "Board of Directors"shall mean the Board of Directors of the Agency. 1.5 The word "Bonds"shall mean any bonds,notes or other evidences of indebtedness of the Agency. 1.6 The word "By-laws"shall mean By-laws of the Agency as adopted and as amended from time to time by the Board of Directors. 1.7 The word "Customer"shall mean any person, corporation,unit of government or other entity which is not a Member but which has entered into a Project Use Agreement with respect to a Waste Project. 1.8 The phrase "Executive Committee"shall mean the Executive Committee of the Board of Directors of the Agency. 1.9 The word "Member"shall mean any county or municipality which is an Original Member or which becomes an Additional Member of the Agency pursuant to the terms of this Agreement. 1.10 The phrase “Municipal Waste"means garbage, general household and commercial waste,landscape waste and construction or demolition debris or such Page 22 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 definition as the Board of Directors may lawfully determine. 1.11 The phrase "Original Member"shall mean a municipality which becomes an Original Member of the Agency as provided for in paragraph 5.2. 1.12 The phrase “Project Use Agreement"shall mean the interim or long term contract or contracts betwaen the Agency and a Member or Customer establishing the rights and obligations of the parties with respect to development and use of a Waste Project and assessing charges for such use or providing for payment of amounts by the Member or Customer without regard to use of the Project,as amended and supplemented from time to time. 1.13 The phrase "Waste Project"means land,any rights therein and improvements thereto,one or more buildings,structures or other improvements,machinery, equipment,vehicles and other facilities incidental to the foregoing,owned,operated or used by the Agency for the collection,transportation,transfer,storage,dis- posal,processing,treatment,recovery and re-use of Municipal Waste.A Waste Project shall include land held for a planned Waste Project or used to buffer a Waste Project from adjacent land uses. Section 2. Page 23 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 w. .m’a,._»~~,_'. H",v-.:,.-he ._, 3 I _‘,~..._u I n A municipal joint action agency is hereby established by this intergovernmental agreement among the Members.The Agency shall be a municipal corporation and a public body politic and corporate and not a joint venture or partnership among the Members.The corporate name of the Agency so established is the Solid Waste Agency of Northern Cook County. Section 3.Purpose. The Agency is established for the purpose of efficient and environmentally sound collection,transportation,transfer, processing,treatment,storage,disposal,recovery and re-use of Municipal Waste,all as provided in the Act and this Agreement. Section 5.Duration. The Agency shall have perpetual duration unless dissolved and terminated as provided in Section 6 of this Agreement. Section g.Membership. 5.1 The Members of the Agency shall be any municipality or county which becomes an Original Member as provided in paragraph 5.2 or an Additional Member as provided in paragraph 5.3.However,any Original Members or Additional Members which shall have withdrawn from the Agency pursuant to this Agreement shall no longer be Members. 5.2 Any Illinois municipality which is listed on Exhibit One which is attached to and made a part of this Page 24 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 x Agreement may become an Original Member of the Agency upon execution of this Agreement no later than the Effective Date of this Agreement.Execution of this Agreement by an Original Member shall be authorized by ordinance adopted by the corporate authorities of the Member. 5.3 (a)Any Illinois municipality which is listed on Exhibit One which is attached to and made a part of this Agreement and which is not an original Member may become an Additional Member of the Agency,provided (1) the corporate authorities of the municipality have adopted an ordinance authorizing execution of this Agreement:(2)a majority of the then Directors of the Agency has'adopted an ordinance consenting to the Additional Member;(3)the corporate authorities of a majority of the then Members have adopted an ordinance consenting to the Additional Member:(4)the Additional Member has accepted any conditions imposed by the Agency under subparagraph (c);and (5)the Additional Member has paid to the Agency an initial contribution.The initial contribution shall be determined at the time the corporate authorities of the Additional Member authorize by ordinance execution of this Agreement.The initial contribution shall equal the population of the municipality as determined by the later of the 1980 Page 25 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 census or the most recent special census published by the United States Bureau of the Census and certified by the Member multiplied by (i)Fifty (50)cents,if the time of determination is from the Effective Date of this Agreement through May 14,1988,(ii)One ($1)Dollar if the time of determination is from May 15,1958 through June 14,1988;(iii)Five (55)Dollars,if the time of determination is from June 15,1988 through September 30,1988;(iv)Ten ($10)Dollars,if the time of determination is from October 1,1988 through March 30, 1989;and (v)Fifteen ($15)Dollars,if the time of determinationisafter April 1,1989.No municipality is eligible for membership under this subparagraph (a) after October 1,1989. (b)Any Illinois county or municipality which is not eligible for membership under paragraphs 5.2 or 5.3(a)or which was eligible but did not become or remain a Member under paragraphs 5.2 or 5.3(a)may become an Additional Member,provided (1)the corporate authorities of the county or muncipality have adopted an ordinance authorizing execution of this Agreement and such other agreements as may be required by the Agency; (2)a majority of the then Directors of the Agency has adopted an ordinance consenting to such Additional Member;(3)the corporate authorities of a majority of Page 26 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 a. the then Members have adopted an ordinance consenting to such Additional Member;(4)the Additional Member has accepted any conditions imposed by the Agency under subparagraph (c);and (5)the Additional Member has paid to the Agency an initial contribution.The initial contribution shall be determined at the time the corporate authorities of the Additional Member authorize by ordinance execution of this Agreement.The initial contribution shall equal the population of the municipality or the unincorporated area of the county as determined by the later of the most recent federal decennial census or a special census published by the United States Bureau of the Census and certified by the Member multiplied by (1)Five ($5)Dollars,if the time of determination is from the Effective Date of this Agreement through September 30,1988;(ii)Ten ($10) Dollars,if the time of determination is from October 1, 1988 through March 30,1989;and (iii)Fifteen ($15) Dollars,if the time of determination is after April 1, 1989. (c)The Board of Directors of the Agency may at any time refuse to admit Additional Members under subparagraph 5.3(b).The Board of Directors may establish conditions with respect to any muncipality or county becoming an Additional Member subparagraphs Page 27 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 n‘ 5.3(a)or (b).These conditions may be in addition to the initial contribution reqUired under paragraph 5.3 and may include,without limitation,the making of a capital contribution to the Agency,reimbursements to Members for costs incurred in organization and start~up of the Agency and any Waste Project,the payment of differential rates,fees or charges with respect to the Agency or use of a Waste Project,and the assumption of all or a portion of contracts,debts and obligations of the Agency,or of Members with respect to the Agency. 5.4 Promptly upon any county or municipality becoming an Additional Member,that fact shall be certified by the Secretary of the Agency to the Illinois Secretary of State. §ectign §.Withdrawal,Termination and Dissolution. 6.1 Any Member may withdraw as a Member of the Agency without the consent of the Board of Directors, provided that the withdrawing Member shall remain obligated (i)as provided in paragraph 9.4,(ii)under the terms and conditions of any outstanding Project Use Agreement to which the withdrawing Member is a party and (iii)for any liabilities imposed-by law.No Member may withdraw from the Agency while and so long as any Bonds of the Agency are outstanding,except as permitted by the resolution or resolutions authorizing the issuance -10- Page 28 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 w. of such Bonds.No Member may withdraw while and so long as any Bonds are outstanding,if such withdrawal would reduce the number of Members to less then three. 6.2 Any Member may withdraw pursuant to paragraph 6.1 of this Section only upon filing with the Secretary of the Agency no less than 180 days before the intended effective date of withdrawal a certified copy of an ordinance of the Member determining so to withdraw. 6.3 The Agency shall be dissolved and terminated (i)upon the withdrawal of one or more Members so as to reduce the number of Members to less than three,or (ii)upon the filing with the Secretary of the Agency of certified copies of ordinances of three-fifths (3/5)of the Members determining to dissolve and terminate the Agency. 6.4 Notwithstanding the provisions of paragraph 6.3,as long as any Bonds of the Agency are outstanding and unpaid,the Agency shall not dissolve and terminate. 6.5 Promptly upon any Member withdrawing from the Agency,or upon action having been taken to dissolve and' terminate the Agency,that fact shall be certified by the Secretary of the Agency to the Illinois Secretary of State. Section 7.Powers. 7.1 In addition to any pOWers,and subject to any _11- Page 29 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 ‘v g».1“.- limitations,set forth elsewhere in the Agreement,the Agency shall have the following powers: (a)To sue or be sued; (b)To apply for and accept gifts,grants or loans of funds,property or financial or other aid from any public agency or private entity; (c)To invest available funds as provided by law; (d)To plan,finance,construct,reconstruct, acquire,own,lease as lessor or lessee,equip,extend, improve,manage,operate,maintain,repair and close any Waste Project and to take any and all action necessary or incidental thereto; (e)To acquire,hold,sell,lease as lessor or lessee,lend,transfer or dispose of real or personal property,including intangible property,or interests therein,as it deems appropriate in the exercise of its powers,and to provide for the use thereof by any Member upon such terms and conditions and with such fees or charges as it shall determine,and to mortgage,pledge or otherwise grant security interests in any such property: (f)To make and execute all contracts and other instruments necessary or convenient to the exercise of its powers,including Project Use Agreements with Members or with Customers; Page 30 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 II.- ' , ,. ,3 -__-;_,v_u._ ‘ ,3 I I ‘‘.I i w.I -,7 ...I - .._I W (g)To adopt,amend and repeal ordinances, resolutions,rules and regulations with respect to its powers and functions and not inconsistent with Section 3.2 of the Act or this Agreement,including with respect to use of a Waste Project; (h)To provide for the insurance,including self— insurance,of any property or operations of the Agency or of its Members,directors,officers and employees, against any risk or hazard,and to indemnify its Members,directors,officers and employees against any risk or hazard; (i)To appoint,retain and employ officers, agents,independent contractors and employees to carry out its powers and functions hereunder and to fix their compensation and terms and conditions of employment: (j)To make and execute any contract relating to a Waste Project with the federal or a state government or any agency thereof,with a Member or any unit of local government or with any person including,but not limited to,contracts which require: (1)The contracting party pay the Agency a fixed amount for the collection,transportation, transfer,processing,storage,treatment, disposal,recovery and re-use of a stated amount of Municipal Waste (whether or not the _13— Page 31 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 stated amount of waste is collected, transported,transferred,processed,stored, treated,disposed of,recovered or re—used), or pay all or a portion of the capital and operating expenses of a Waste Project; (2)The contracting party make exclusive use of a Waste Project for collecting,transporting, transferring,processing,storing,treating, disposing,recovering,or re—using all or any portion of Municipal Waste over which the party has control; (3)Theabandonment,restriction,or prohibition on completion or construction of competing waste projects by the contracting party; (4)Specific provisions with respect to the collection,transportation,transfer, processing,storage,treatment,disposal, recovery and re-use of Municipal Waste; (5)Payment of fees and charges with respect to a Waste Project: (k)To enter into contracts which provide for compensation to areas affected by an Agency Waste Project: (1)To enter into contracts with the community in which an Agency Waste Project is located controlling Page 32 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 location,use,Operation,maintenance and closing of a Waste Project; (m)To create and fund reserves for the purpose of planning,constructing,reconstructing,financing, acquiring,owning,managing,insuring,leasing, equipping,extending,improving,operating,maintaining, repairing,and closing Waste Projects; (n)To create,develop and implement plans for closing and re-use of sites on which Waste Projects are located,which plans may provide for various uses, including but not limited to,residential,recreational, commercial,office,institutional,public and industrial uses; (0)To prepare,submit and administer plans,and to participate in intergovernmental agreements,pursuant to the Local Solid Waste Disposal Act; (p)To establish rates,fees and charges for the use of a Waste Project; (g)To borrow money and,in evidence of its obligation to repay the borrowing,to issue its Bonds for any of its corporate purposes,all as provided in the Act;and,for the purpose of securing and paying any Bonds,to pledge,assign or provide for a lien or security interest on (1)any or all revenues derived from the operation of a Waste Project,and investment -15- Page 33 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 .v.5}u M >-.< earnings thereon;(2)proceeds of any of its Bonds and investment earnings thereon;(3)receipts of the Agency under any Project Use Agreements or any other contracts with any Member or Customer which provide that such receipts may be used for that purpose,and investment earnings on any such receipts;(4)amounts received from a bank,savings and loan association or other financial institution under a contract or other agreement to lend money or purchase obligations;(5)proceeds of any insurance policy or other contract of insurance:(6) awards from any condemnation or other eminent domain proceeding:(7)proceeds from the sale,lease or other disposition of any property;(8)any funds or accounts securing payment of Bonds,as established by the resolution authorizing the Bonds;and (9)any other amounts which by law may be applied to such obligations, all as and to the extent as provided by law and the resolution authorizing the issuance of the Bonds; (r)To exercise any or all powers specifically granted to municipal joint action agencies by law; (5)To exercise all other powers incident to the purposes and objectives of the Agency which may be provided for by law: (t)To exercise any power with respect to the Municipal Waste of any Member or any Member's Municipal -16- Page 34 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 (v u»”I ‘ ”2 Waste system that may be delegated to it by that Member pursuant to law. 7.2 The Agency shall have no taxing power; 7.3 Any Member may,for the purposes of,and upon request by,the Agency,exercise the power of eminent domain available to it,convey property so acquired to the Agency for the cost of the acquisition,and be reimbursed for all expenses related to this exercise of eminent domain power on behalf of the Agency. gection §.Governance. 8.1 The Agency shall be governed and administered as provided in this Section and in the By-Laws,adopted pursuant to,and subject to the limitations of,this Agreement. 8.2 The governing body of the Agency shall be the Board of Directors.There shall be one Director for each Member,who shall be appointed by vote of the corporate authorities of the Member and who at the time of appointment shall be the (1)Mayor or President of a Member (if such Member is a municipality)or the President or Chairman of a Member (if such Member is a County),(ii)another elected member of the corporate authorities of the Member or (iii)the chief administrative officer of the Member.The term of each initial Director shall begin when he or she is appointed _17_ Page 35 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 and shall continue until April 30,1991 and until his or her successor is appointed.Thereafter,all Directors shall be appointed for two—year terms expiring on April 30 of odd numbered years.Except as provided in paragraph 8.4,a person serving as a Director shall serve until his or her term expires,and thereafter until his or her respective successor is appointed. Each Director shall have one vote on the Board of Directors. 8.3 Any Member may appoint one or more persons to serve as the Alternate Director.Any such appointee shall meet the qualifications for office as a Director established in paragraph 8.2.The Alternate Director may attend any meeting of the Board of Directors and may vote as the Director in the absence of the Director from that Member or if there is a vacancy in the position of Director from that Member.The term of an Alternate Director shall be the same as the term of the Director from the appointing Member.Except as provided in paragraph 8.4,a person serving as Alternate Director shall serve until his or her term expires and thereafter until the successor is appointed. 8.4 All appointments of Directors and Alternate Directors shall be by ordinance or resolution of the corporate authorities of the appointing Member,a -18— Page 36 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 u w m certified copy of which shall be filed with the Secretary of the Agency.Should any Director or Alternate Director cease to serve as the President, Mayor,Chairman,elected member of the corporate authorities or chief administrative officer of the appointing member,that person shall simultaneously ‘cease to serve as Director or Alternate Director of the Agency and the position shall be vacant.Any vacancy in the office of Director or Alternate Director shall be filled by appointment by the Member with respect to which the vacancy exists.Directors and Alternate Directors shall receive no compensation for their service in this capacity but may be reimbursed by the Agency for reasonable and necessary expenses incurred in performance of their duties. 8.5 The Board of Directors shall elect one Director to serve as Chairman and another Director to serve as Vice-Chairman.The Chairman shall preside at all meetings of the Board of Directors.The Vice- Chairman shall preside over meetings of the Board of Directors in the Chairman’s absence.The Board of Directors shall elect other persons,who need not be Directors,to the positions of Secretary and Treasurer and may elect other persons,who need not be Directors, to such other offices as the Board shall determine.The Page 37 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 duties,terms of office,and manner of selection of the officers shall be prescribed in the By—Laws.The Board of Directors may provide that any officer of the Agency who is not a Director may be compensated for service in such capacity. 8.6 The Board of Directors shall determine the general policy of the Agency,shall approve the annual budget,shall make all appropriations (which may include appropriations made at any time in addition to those made in any annual appropriation document),shall determine the admission of additional Members,shall approve all Project Use Agreements,shall impose any charge on Members not provided for in a Project Use Agreement,shall adopt any ordinances or resolutions providing for the issuance of Bonds of the Agency,shall adopt the By-Laws,rules and’regulations of the Agency, and shall exercise such powers of the Agency and perform such duties as may be prescribed in the Act,this Agreement or the By-Laws. 8.7 Except as a greater majority is otherwise provided in this Agreement or the By-Laws,actions required by law or by this Agreement to be taken by the Board of Directors shall be taken by an affirmative vote of a majority of the then Directors. 8.8 Upon the written request of any Director,any -20— Page 38 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 matter with respect to the Agency shall be placed on the agenda of the Board of Directors. 8.9 There is established an Executive Committee of the Agency.The Executive Committee shall consist of 7 Directors if the Agency has fewer than 24 Members and 9 Directors if the Agency has 24 or more Members.In the event there are more than thirty Members,the Board of Directors may select additional Directors to serve on the Executive Committee.The Executive Committee shall be selected by vote of the Board of Directors of the Agency.The persons appointed to the Executive Committee shall include two persons who are Directors from Members having a population of more than 50,000 persons,provided that there are two Members having such population.Population shall be determined on the basis of the later of 1980 census or the most recent special census published by the United States Bureau of the Census and certified by the Member.The population qualification for service on the Executive Committee shall terminate on April 30,1991.The terms of office- of members of the Executive Committee shall be established in the By-laws.with the consent of the Member,a specified Alternate Director for that Member may be elected to the Executive Committee on behalf of that Member.The Executive Committee,by an affirmative -21.. Page 39 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 --.-.mz.;~'7'm: vote of a majority of the then Committee members,may take any action with respect to the Agency which the Board of Directors is authorized to take,except the poard of Directors shall have the sole authority to approve the annual budget,to make all appropriations, to adopt any ordinances or resolutions providing for the issuance of Bonds,to adopt rules,regulations and By— laws of the Agency,to admit additional Members,to approve all Project Use Agreements,to impose any charge on Members not provided for in a Project Use Agreement and to take such other action as may be reserved to it in the rules,regulations,By—laws or Ordinances of the Agency.Members of the Executive Committee shall not be compensated for their service in such capacity,but may be reimbursed for reasonable and necessary expenses incurred in performance of their duties. Section 2.Rights and Responsibilities of Members. 9.1 The Board of Directors shall determine the costs to be paid by the respective Members as provided in this paragraph: (a)with respect to capital costs of planning,acquiring,financing,constructing and equipping a Waste Project (or improvements or extensions to a Waste Project),the Agency may itself finance these costs from borrowed money or _22.. Page 40 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 \ retained amounts and it may enter into Project Use Agreements providing for the other party to the Project Use Agreement to make capital contributions and payments to the Agency (at the times specified by the Board of Directors and in proportionate shares as provided in the Project Use Agreement). No Project Use Agreement with a Member shall be executed by the Agency except upon authorization by an ordinance approved by an affirmative vote of 3/4 of the then Directors. (b)with respect to annual costs of operation and maintenance of the Agency,the Board of Directors shall establish cost-sharing charges for Members based upon usage of the Waste Projects in amountssufficient to provide the funds required by the annual budget to the extent that such costs are not anticipated to be paid from other revenues of the Agency.Such costs shall be provided for in the Project Use Agreement between the Agency and a Member.Notwithstanding the foregoing,by an affirmative vote of 3/4 of the then Directors,the Board of Directors may establish from time to time charges with respect to Members for the Agency’s annual costs of operation and which may —23- Page 41 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 myv 1‘, be payable‘regardless of actual or estimated use of Waste Projects. (c)Members shall appropriate their funds to pay their share of the costs of the Agency and to service their obligations related to the Agency. Members may use their credit,revenues and other resources,including the power to borrow money,to incur debt and to issue and sell bonds,if necessary,to pay such costs and service such obligations as they individually determine,unless otherwise provided for in a Project Use Agreement. 9.2(a)The Board of Directors may suspend the membership on the Board of Directors and the Executive Committee of any Member whose capital contributions and payments or charges for operation and maintenance due to the Agency,as determined by the Board of Directors as provided in this Agreement,have not been paid in full within sixty days after demand by the Agency.A Member under suspension shall have no power to make or second motions or to vote either as a Member or through its Director or Alternate Director,nor shall it be counted for the purposes of the establishment of a quorum or the determination of the vote needed to pass or approve any matter coming before the Page 42 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 Agency,the Board of Directors or the Executive Committee.A Member under suspension shall continue during its suspension to be responsible for its share of any unpaid contracts,debts and obligations incurred by the Agency.Upon payment of all amounts due the Agency under this Agreement, including those accrued during the suspension,a Member under suspension shall be reinstated to membership on the Board of Directors and the Executive Committee. (b)The Agency may refuse access to a waste Project to any Member whose contributions,payments and charges under this Agreement or any Project Use Agreement have not been paid within sixty days after billing by the Agency.Further,a reasonable penalty charge for late payments may be established and imposed by the Board of Directors. 9.3 The Agency shall not be liable for any liability or obligation incurred by any Member except as agreed by the Board of Directors or except pursuant to paragraph 7.3. 9.4 Any withdrawing Member shall remain liable with respect to any contracts,debts and obligations incurred by the Member with respect to the Agency prior to the date of withdrawal,including any costs imposed -25- Page 43 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 on it as provided in paragraph 9.1.Further,a withdrawing Member shall pay to the Agency in full at the time of withdrawal from the Agency an amount determined by the Agency to be sufficient to pay any and all additional direct costs occasioned to the Agency by reason of a Member’s withdrawal.Payment by a withdrawing Member to the Agency of all amounts due upon withdrawal shall be a condition precedent to withdrawal. 9.5 If withdrawal of one or more Member results in dissolution and termination of the Agency as required by Section 6,then the withdrawing Member shall participate in the dissolution of the Agency as set forth in paragraph 9.6. 9.6 Upon the termination and dissolution of the Agency: (a)All liabilities and obligations of the Agency shall be paid,satisfied and discharged,or adequate provision made therefor: (b)The assets of the Agency remaining after dissolution shall be distributed among the Members who had participated in the Agency within one year prior to such dissolution and termination as shall be determined by the Board of Directors,except as may be provided with respect to a Waste Project in a Project Use Agreement,after any setoff with Page 44 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 respect to the provision for payment of that Member’s shares of its contracts,debts and obligations to the Agency. mm.By-La‘vIS- The Board of Directors shall adopt By-Laws for the Agency which shall,among other matters,set forth provisions for the holding,notice,call and conduct of meetings of the Board of Directors and the Executive Committee,the adoption of annual budgets and appropriations,and the entering into of contracts and purchases by the Agency.The By-Laws may be adopted or amended only upon the affirmative vote of not less than 3/4 of the then Directors.The By-Laws may provide additional requirements and procedures with respect to amendment of the By- Laws. Section 1;.Amendment. This Agreement may be amended by written agreement of all Members,authorized by ordinances adopted by their respective corporate authorities,certified copies of which shall be filed with the Secretary of the Agency.Promptly upon there being any amendment to this Agreement,the Secretary of the Agency shall cause a copy of the anendment to be filed in the office of the Illinois Secretary of State. Section 1;.Enforcement. The Agency shall have the right to enforce this Agreement,the By-Laws,a Project Use Agreement or any other -27- Page 45 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 «an 1. agreement among or between the Agency and any one or more Members against any Member and to compel payment of contributions and charges as provided in this Agreement,the By-Laws,a Project Use Agreement or any other agreements.If suit is necessary to compel enforcement of provisions of this Agreement,the By-Laws, a Project Use Agreement or any other such agreement or to compel payment of contributions and charges of the Agency and the Agency prevails,the defaulting Member shall pay the Agency’s reasonable legal fees and costs pertaining to the suit,in such amount as determined by the court. §ection 13.Effective Date. This Agreement shall become effective upon execution at Closing (the "Effective Date").closing shall occur (1)on the later of April 15,1988 or the date ten (10)days after ten Members have adopted and published ordinances authorizing execution of this Agreement or (ii)on such later date as the Original Members shall determine. Section 14.Filing with Secretary of State. Promptly upon this Agreement becoming effective,a copy of this Agreement shall be filed with the Illinois Secretary of State. Section ;5.Organization of the Agency. Within thirty days after execution of this Agreement by a Member it shall make its appointments to the Board of Directors.Within sixty days of the effective date of this -28- Page 46 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 z,-m:-a Agreement the Board of Directors shall meet and as soon as may be practicable shall elect the Executive Committee and officers or the Agency and adopt such By-laws as may be appropriate. gection lg.Non—Waiver. Nothing in this Agreement shall be construed as a waiver of any power granted by law to a Member with respect to the location and operation of a Waste Project of the Agency within the corporate limits of the Member. Section 17.Severability. If any provision of this Agreement shall be held illegal,invalid or unenforceable,such illegality,invalidity or unenforceability shall not affect other provisions of this Agreement which can be given effect without the illegal,invalid or unenforceable provision and to this end,the provisions of this Agreement are severable. IN WITNESS WHEREOF the signatories to this Agreement have caused it to be executed by their duly authorized officers on the dates specified below.This Agreement may be executed in counterparts. -29- Page 47 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 Ewan/@1 v;ga%gan"? .30. VILLAGE OF ARLINGTON HEIGHTS By: Mylar/WW ATTEST: [SEAL] Page 48 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF EARRINGTON By:LCI/IZ/Z/ Its:President ATTEST: Village cleEE [SEAL] -31.. Page 49 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF BUFFALO GROVE By: Its:Village President ATTEST: gin—£77].8 [Ag-L(Lu, illage ClerT [SEAL] Page 50 of 70 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 CITY OF DES PLAINES ATTEST: City Cler)? [SEAL] -33- Page 51 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 .34V VILLAGE OF ELK GROVE VILLAGE ATTEST: Villagé Clrer [SEAL] Page 52 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 CITY OF ATTEST: city’Clerk [SEAL] Page 53 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF GLENCOE BY=dWM Its:Vi?'lage President ATTEST: By: Villagé El e [SEAL] -36.. Page 54 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF GLENVIE W By: ATTEST: Village Cle [SEAL] -37- Page 55 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF HANOVER PARK By: Its:L‘if:xt_&t(_‘,.:' ATTEST: Village Clerk [SEAL] Page 56 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF HOFFMAN ESTATES Byk Its: ATTEST: By: Villageiélerk [SEAL] -39- Page 57 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF INVERNESS By: Its: ATTEST: Village C}éfk [SEAL] -40- Page 58 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VI LLAGE OF KENI LWORT H §LD ATTEST: Villagé CIerk [SEAL] Page 59 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF LINCOLNWOOD 4,. Village Ciierk [SEAL] Page 60 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF MORTON GROVE RAJ at v Its: ATTEST: '(/14 ‘Vil lage C1 erk [SEAL] -43_ Page 61 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 .41“ VILLAGE OF MOUNT PROSPECT By:(Z‘Kr’é?/?All/«Mk. Its: ATTEST : /7By:@ Village'Clefk [SEAL] Page 62 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 NM(9 l ?/ VILLAGE OF By: Its: NILES ATTEST: village Ciérk [SEAL] Page 63 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF NORTHBROOK By:(4/! Its:Village Pgresident ATTEST: Village?rélerk [SEAL] Page 64 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 Signature Page An Agreement Establi::19 the Solid Waste Agency of Northern Cook County as a Municipal Joint Action Agency NORTHFIELD Its:Village President 4.. Village Clerk .uuo -47- Page 65 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 aim; Its:<-?uug ;“Jr $5.4£4. .43. VI LLAGE OF PALATINE By:? ATTEST .‘ vintage [SEAL] Page 66 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 CITY OF PARK RIDGE Its: ATTEST: ’/.//M1r City Clerk (SEAL) Page 67 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 CITY OF PROSPECT HEIGHTS By: Its: ATTEST: City Clerk [SEAL] -50- Page 68 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 zany, .51. CITY OF MEADOW 'i12’ycTe'rk Page 69 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF ROSELLE ATTEST: By:4j ‘L?girj?? villagé Clerk [SEAL] -52- Page 70 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF SKOKIE .WW Its: ATTEST: 42;.3mg“ Villagd Clerk [SEAL] Page 71 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF SOUTH HARRINGTO N s:e?'r” ATTEST: I ‘ ’.'t)"- By:?ail/€45.*4/75 Village ”Clerk [SEAL] -54.. Page 72 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF WHEELING @/zg Vz/gé/ Méa”5701-7! ATTEST By:111*"714/$2 \‘‘village Cle .1 [SEAL] -55- Page 73 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF WILMETTE By://'7/Vf’/¢4X:gxifg /wé3 Its:W401,,((1th ATTEST: By: village Cle [SEAL] Page 74 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151 VILLAGE OF WINNETKA By=@u;%(Z XX Its:(ax {£2241 ATTEST: By:://2 Village Clerk [SEAL] -57- Page 75 of 76 Doc ID: 0bcc35313f1923d26034f0e009b6c334995f1151