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HomeMy WebLinkAboutOrd 3915 04/05/1988ORDINANCE NO. 3915 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT ESTABLISHING THE SOLID WASTE AGENCY OF NORTHERN COOK COUNTY AS A MUNICIPAL JOINT ACTION AGENCY AND APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERIM PROJECT USE AGREEMENT. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES THE 5th DAY OF April , 1988. Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 6th day of April , 1988. ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT ESTABLISHING THE SOLID WASTE AGENCY OF NORTHERN COOK COUNTY AS A MUNICIPAL JOINT ACTION AGENCY AND APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERIM PROJECT USE AGREEMENT. BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE I'lL. LAGE OF I MOUNT PROSPECT , COOK COUNTY, ILLINOIS. AS FOLLOIVS SECTION ONE. Ftnd.tgs' It is found and declared that. (a) The Village of .~10,UNT PROSPECT , , Cook County, Illinois (the 'Village') 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 interests of the public health, safety and welfare of the Village and its inhabitants (b) Article VII, Section 10 o£ the 1970 Constitution o£ the State of Illinois authorizes units of local government to contract and associate among them- selves to obtain or share services and to exercise, combine, or transfer any power or function, in any manner not prohibited by law or ordinance (c) 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 intergovernmental activities ch 127, (d) The Intergovernmental Cooperation Act, as amended (Ill Rev Stat, paragraph 741 et seq), also authorizes units of local government to ex- [Village Home Rule] erczse and enjoy jointly their powers, privileges or authority and to enter into intergovernmental agreements for that purpose. (e) It is necessary for purposes of economy and environmental safety for the Village to 3om with other units of local government to create by intergovern- mental agreement a munic:pal joint act:on agency to provide and operate an effic:cnt and environmentally sound municipal solid waste system (the "System") (f) Thc Vlllagq, together with other municipalities acting through thc Northwest Municipal Conference, has prepared an Agreement Establishing thc Sohd Waste Agency of Northern Cook County as a Mumeipal Joint Action Agency (the 'Agency Agreement") By entering into the Agency Agreement, member units of local govern- ment (the 'Members') will establish a Municipal Joint Action Agency (the "Agency") in order to provide and operate the System The name of the Agency will be 'Solid Waste Agency of Northern Cook County.' (g} It is necessary and in the best interests of the Village and its inhabitants that the Village enter into the Agency Agreement establishing the Agen- cy. (h) When established, the Agency will obtain detailed des,gn and engi- neering plans for a munie,pal solid waste project cons:sting of an efficient and environmentally sound balefill providing for the disposal of compressed solid waste, which may include (but :s not limited to)leaehate and gas collection and drainage equzpment, a leak detection and groundwater mon,tor,ng system, rolling stock, structures, equipment and other related improvements constltut:ng a solid waste processing and disposal fatality, together with one or more fully enclosed solid waste transfer and processing stations (thc ~Project"), acquire a site or sites for the Project and options to acquire a site or sites for the Project, obtain all necessary zoning and land use permits, prepare and file applications for other -2- necessary governmental permits, acquire equipment for the Project, commence con- struction of the Project, and do all other things necessary or desirable to prepare for and to begin the acquisition, construction, equipping and improvement of the Project (collect~vely, the "Interim Project"), (1) The Agency will borrow up to $5,500,000 and will ~ssue its contract revenue and bond ant~¢lpatlon notes in an amount up to $5,500,000 (the "Set:es 1988 Notes") to finance the costs of the Inter:m Project, inelud:ng without limitation engineering and design fees and expenses, costs of acquiring a s~te or s:tes and optsons to acquire a s~te or sites for the ProJect, 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 w~th the Project, f~nanc~al, legal, administrative and other expenses of the authorization, ~ssuance, sale and delivery of the Series 1988 Notes, reimbursement to Members and other contributors for costs of the Interim Project previously ~neurred in anticipation the issuance of the Series 1988 Notes, capitahzed interest and approprmte reserves and contingencies 0) Both pr~neipal of and interest on the Series 1988 Notes (and on any Additional Notes mentioned below) will be payable solely from (1)proceeds of re- funding bonds or notes of the Agency which may be used for that purpose, (2) receipts of the Agency from any Members or customers under any Interim Project Use Agreements between the Agency and such Members and customers, (3) any amounts on hand at any time in the Agency Project Account and the Note Principal and Inter- est Accounts to be established m the Resolution of the Agency authorizing issuance of the Series 1988 Notes (the NSeries 1988 Note ResolutlonN), (4)xnterest or other investment earnings of the Agency on the amounts ~n such accounts; (5)any and all revenues of the Agency from the operation of the System in excess of the expenses of -3- maintenance and operation of the System; and (6)funds from the sale, lease, demnation award, or other disposition of the Interim Project or thc Project (k) It is necessary and in the best interests of the Village to con* enter Into an Interim ProJect Use Agreement (the "Interim Agreement') ! with the Agency un- der which the Agency will undertake the Interim ProJect and issue the Series 1988 Notes and the Village wall pay its proportionate share of the amounts necessary to pay principal of and interest on the Series 1988 Notes and any Additional Notes (I) It is necessary and in the best Interests of the Village to agree to pay not to exceed .8.82% of the principal of and interest on the Series 1988 Notes and any Additional Notes of the Agency (and to agree to pay additional amounts pursuant to the "step up" provisions of Section 43 of the Interim Agreement)and to" make an appropriation therefor. (m) The Series 198g Note Resolution will provide that the Agency may lso sue additional contract revenue and bond anticipation notes (the "Additional Notes") from time to time in one or more series in an aggregate pr:ncipal amount up to $2,000,000 for the purposes, under the conditions and subject to the limitations contained in the Series 1988 Note Resolution (The Series 1988 Notes and the Addi- tlonal Notes are referred to collectively as the "Notes") (n) The Village, by adopting the Interim Agreement, and the other Mem- bers, by adopting similar interim agreements, agree that they will be severally (and not jointly) hable 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 obllgation provided in Section 43 of the Interim Agreement The obligation of the V;llage to make payments under the Inter;m Agreement is separate from the obligations of all other Members to make payments under the:r respective Interim Project Use Agreements and shall not in any respect be diminished or increased if any other Member or -4- Members default in their obligations under their respective Interim Project Use Agreements, except for such step up obligation (o) The obligations of the Village under the Interim Agreement are gener- al obligations of the Village 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 (p) The VHlage is obligated under this Interim Agreement to pay its respecnve share of the costs of the Interim Project without set-off or counter- claim, irrespective of whether the Interim Project, the Project or the System is ever completed, made available or provided to the Village and notwithstanding any suspension, interruption, interference, ProJect, the Project or thc System (q) The Village is a home reduction or curtailment of thc Interim rule municipality undcr thc terms of Article VII, Scctlon 6 of the Illinois Constitution and may exercise any power and perform any function pertaining to its government and affairs SECTION TWO. ,4pproval. Execution of ,4gency ,4greemettt The President and Board of Trustees approves the form of the Agency Agreement presented to it at this meeting The Village shall enter into the Agency Agreement cstabhshing the Agency, and by executing thc Agreement shall be a Member of the Agency. The President o£ thc Village is authorized to execute thc Agency Agreement on its behalf in substan- tially the form attached to this Ordinance as Exhibit 1 and made part of this Ordinance. SECTION THREE: Designation of Members of Board of Directors Thc Presi- dent and Board of Trustees appoints Trustee Ralph Arthur as thc Village's D~rector on thc Board of Directors of the Agency and appoints Presxdent Carolyn Krause as its Alternate Director, in each case for a term expiring April 30, 1991, or unnl his or her successor is appointed -5- SECTION FOUR' ,4pproval: Executto~t of Intertm Agreement. Thc President and Board of Trustees approves the form of the Interim Agreement presented to It at th~s meeting The President and Village Clerk are authorized to execute the Interim Agreement, in substantially the form attached to this Ordinance as Exhibtt 2 and made a part of this Ordinance; provtded that the Interim Agreement as executed by the Village shall provide that the Village shall not pay more than 8.82% of the principal of and interest on the Notes (and shall pay additional amounts pursuant to the step up provisions of Section 4.3 of the Interim Agreement) SECTION FIVE: Approprlattons This ordinance shall constitute an ab- propraation of the -funds fieeessary to meet the Village's obhgat~ons to make pay- ments of its proportionate share of principal of and interest on the Notes under the Interim Agreemeht.~ SECTION SIX: Officers' Powers The Clerk of the Village is authorized and directed to send the following to the Executive Director of the Northwest Mumeipal Conference. (1) two certified copies of this Ordinance, (2) two certifi- cates of publieanon of this Ordinance evidencing pubheation of this Ordinance in pamphlet form, and (3)two certified copies ot' the minutes of the meeting at which this Ordinance was adopted, showing the adoption of this Ordinance The President, Clerk and other employees of the Village are authorazed and directed to take what- ever additional steps are necessary for the Village to enter ~nto the Agency Agree- ment and the Interim Agreement and to be a member of the Agency. SECTION SEVEN: E.[fecttveness. Upon passage and approval, this Ordinance shall be in full force and effect ten days after publication as required by law. -6- f Passed ~n~l Am>roved by the Village of ~'~OOLiT- , 1988 Ayes Nays Absent. Attest Clerk nPU~_~n .pamphlet form by directmn of the President and Board of Trustees o D . 1988. / -7- MAXI}f0M REPYAMENT LIABILITY FOR PRINCIPAL AND INTEREST ON INTERIM FINANCING MUNICIPALITY POPULATION MAXIMUM PERCENTAGE REPAYMENT LIABILITY - 75% PARTICIPATION (Insert page 4, Section One (1) and page 6, Section Four of Authorizing Ordinance) Arlington Heights 66,116 11.08% Barrington 9,029 1.51% Buffalo Grove 26,168 (1) 4.39% Des Plaines 55,374 9.28% Elk Grove Village 28,679 4.81% Evanston 73,706 12.35% Glencoe 9,200 1.54% Glenview 33,131 5.55% Hanover Park 31,349 (2) 5.25% Hoffman Estates 40,867 (3) 6.85% Inverness 5,220 (4) 0.87% Kenilworth 2,708 0.45% Lincolnwood 11,921 2.00% Morton Grove 23,747 3.98% Mount Prospect 52,634 8.82% Niles 30,363 5.09% Northbrook 33,206 (5) 5.56% Northfield 4,887 0.82% Palatine 34,262 (6) 5.74% Park Ridge 38,704 6.49% Prospect Heights 13,262 (7) 2.22% Rolling Meadows 20,167 3.38% Roselle 19,603 (8) 3.29% Skokie 60,278 10.10% South Barrington 1,804 (9) 0.30% Wheeling 26,276 (10) 4.40% Wzlmette 28,221 4.73% Winnetka 12,~72 2.14% 793,654 595,241 TOTAL: TOTAL IF 75% JOIN: 133.00% SOURCE U.S. Bureau of the Census Ail numbers reported are from 1980 Corrected Census unless otherwise indicated. NOTES (1) Special Census. (2) Special Census. (3) Special Census. (4) Special Census (5) Special Census (6) Special Census (7) Special Census (8) Special Census. (9) Special Census~ (10) Special Census 5/85 2/87 8185 7/85 6/85 8/85 (date unknown) 5/86 1/86 3/86 ADOPTION 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 ordlnances duly adopted by their respective corporate authorities have executed this Agreement pursuant to its terms, and is dated as of ~g~l~'~ , 1988. WITNESSETH: ' WHEREAS, Article VII, Section !0 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 prohlbited 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 ~nter- governmental activmties; 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 thelr powers, prlvlleges or authority and to enter into ~ntergovern- mental agreements for that purpose; and 02/18/88/000G2457 WHEREAS, Section 3.2 of the Intergovernmental Cooperation Act, as amended, authorizes any two or more municipalities and counties as un,ts 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 d~sposal of municipal waste; and WHEREAS, the part~es to this Agreement have determined that they need to join together to create a joint action agency by ~ntergovernmental 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 ProDect or Projects, providing for the rights of Members and Customer~ to use of the Waste Project, assessing charges for such use or providing for payment of amounts w~thout regard to use of the Project, and establishing conditions with respect to use of the Waste Project, ~ncludlng, but not limited to, conditions requiring a Member to make exclusive use of the Waste Project for all or a speclfied port~on of the Municipal Waste w~thin its jurisdiction, all as may be agreed to by the Member or Customer and the Agency ~n a Project Use Agreement; and WHEREAS, ~t is necessary for purposes of economy and environmental safety that the parties form a munlclpat joint 02/18/88/000G2457 --2-- 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: Section 1. Definitions. For the purposes of this Agreement each of the foflowlng 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, ~[741 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 ~ember of the Agency pursuant to paragraph 5.3 of this Agreement. An Original Member which w~thdraw$ from the Agency pursuant to this Agreement may become an Additional Member of the Agency in the manner provided in Section 5.3. 1.3 The word Agency of Northern Agreement. "Agency" shall mean the Solid Waste Cook County established by this 1.4 The phrase "Board of Directors" shall mean the Board of Directors of the Agency. 02/i8/88/000G2457 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 D~rectors. 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 other deflnltion 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. 02/18/88/000G2457 --4-- 1.12 The phrase "Project Use Agreement" shall mean the interim or long term contract or contracts between 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 w~thout regard to use of the Project, as amended and supplemented from time to %1me. 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, dls- posal, processing, treatment, recovery and re-use of Municipal Waste. A Waste Project shall include land held for a planned Waste Project or use~ to buffer a Waste Project from adjacent land uses. Section 2. Establishment. A municlpal 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 ~s the Solid Waste Agency of Northern Cook County. 02/18/88/000G2457 --5-- 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 4. Duration. The Agency shall have perpetual duration unless dissolved and terminated as provided in Section 6 of th~s Agreement. Section 5. Membership. 5.1 The Members of the Agency shall be any municipality or county which becomes an Original Member as provided ~n paragraph 5.2 or an Additional Member as provided in paragraph 5.3. ~owever, 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 Ill~no~s municipality which is listed on Exhibit One which ~s attached to and made a part of this 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 authorlzed by ordinance adopted by the corporate~author~ties of the Member. 02/18/88/000G2457 --6-- 5.3 (a) Any Illlhois 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 th~s Agreement; (2) a majority of the then Directors of the Agency has adopted an ordinance consenting to the ~ Additional Member; (3) the corporate authorltles 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 populatlon of the municipality as determined by the later of the 1980 census or the most recent speclal census published by the Unlted States Bureau of the Census and certlfled by the Member multiplied by (1) Fifty (50) cents, if the time of determination ~s from the Effective Date of this Agreement through May !4, 1988, (~) One ($1) Dollar if the time of determination is from May 15, 1988 through 02/18/88/000G2457 -7- June 14, 1988; (~ii) Five ($5) Dollars, if the time of determination is from June 15, 1988 through September 30, 1988; (iv) Ten ($10) Dollars, If the time of determination ~s from October 1, 1988 through March 30, 1989; and (v) Fifteen ($15) Dollars, if the tlme of determination is after April 1, 1989. No municipality is eligible for membership under this subparagraph (a) after October 1, 1989. (b) Any Illinois county or munlclpallty whlch is not el~glble 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 authorlzing execution of this Agreement and such other agreements as may be required by the Agency; (2) a majority of the then Dlrectors of--the Agency has adopted an ordinance consenting to such Additional Member; (3) the corporate authorities of a majority of the then Members have adopted an ordinance consenting to such Additional Member; (4) the Additional Member has accepted any conditions ~mposed by the Agency under subparagraph (c); and (5) the Addltlonal Member has pa~d to the Agency an ~n~t~al contribution. The ~n~t~al contribution shall be determined at the t~me the 02/18/88/000G2457 corporate authorities of the Addltlonal Member authorize by ordinance execution of this Agreement. The initial contribution shall equal the populatlon 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 th~ time of determination is from the Effective Date of this Agreement through September 30, 1988; (11) Ten ($10) Dollars, if the time of determinatlon is from October 1, 1988 through March 30, 1989; and (ili) Fifteen ($15) Dollars, if the tlme of determination is after April !, 1989. (c) The Board of Directors of the Agency may at any time refuse to admlt Additional Members under subparagraph 5.3(b). The Board of DireCtors may establish conditions with respect to any munclpallty or county becoming an Additional Member under subparagraphs 5.3(a) or (b). These conditions may be in addition to the in,rial contribution requlred under paragraph 5.3 and may include, w~thout limitation, the making of a capital contribution to the Agency, reimbursements to Members for costs ~ncurred ~n organization and start-up of the Agency and any Waste Project, the payment of 02/18/88/000G2457 --9-- d~fferentlal 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. Section 6. 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, (bi) 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 l~ng as any Bonds of the Agency are outstanding, except as permitted by the resolution or resolutions authorizing the issuance 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 02/18/88/000G2457 -10- 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 d~ssolve 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 State. Section 7. 7.1 the Illinois Secretary of Powers. In addition to any powers, and limitations, set forth elsewhere in the Agreement, Agency shall have the following powers: (a) (b) of funds, subject to any the To sue or be sued; To apply for and accept gifts, grants or loans property or f~nanclal or other aid from any public agency or private entity; 02/18/88/000G2457 -11- (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 a~y Waste Project and to take any and all action necessary or incidental thereto; (e) To acquire, hold, sell, lessee, lend, transfer or dispose lease as lessor or 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; (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, ~ncludlng with respect to use of a Waste Project; (h) To provide for the insurance, Including se!f- insurance, of any property or operations of the Agency 02/18/88/000G2457 -12- or of its Members, against any risk or Members, directors, risk or hazard; directors, officers and employees, hazard, and to ~ndemnify its officers and employees against any (i) To appoint, retain and employ officers, agents, ~ndependent contractors and employees to carry out its powers and functions hereunder and to f~x their compensation and terms and conditions of employm~'~; (j) To make and execute any contract relating to a Waste Project with the federal or a state government or any agency thereof, w~th a Member or any unit of local not l~mited government or w~th any person including, but to, contracts which require: (2) The contracting party pay the Agency a f~xed amount for the collection, transportation, transfer, processing, storage, treatment, d~sposal, recovery and re-~se-.of a stated amount of Municipal Waste (whether or not the stated amount of waste is collected, transported, transferred, processed, stored, treated, disposed of, recovered or re-used), or pay all or a port,on of the capital and operating expenses of a Waste Pro~ect; The contracting party make exclusive use of a Waste Pro~ect for collecting, transporting, 02/18/88/000G2457 -13- transferring, processing, storing, treating, disposing, recovering, or re-using all or any portion of Municipal Waste over which the party has control; (3) The abandonment, restriction, or prohibition on completion or construction of competing waste pro~ects by the contracting part~.. (4) Speclflc provisions w~th respect to the collection, transportation, transfer, processing, storage, treatment, disposal, recovery and re-use of Municipal Waste; (5) Payment of fees and charges w~th respect to a Waste Project; (k) To enter into contracts which provide for compensation to areas affected by an Agency Waste Pro3ect; (1) To enter lnto contracts with the community ~n which an Agency Waste Project is located controlling location, use, operation, maintenance and closing of a Waste Project; (m) To create and fund reserves for th~ purpose of planning, constructing, reconstructing, financing, acqu~rlng, owning, managing, =nsurlng, leaslng, equipping, extending, Improvlng, operating, maintaining, repairing, and closing Waste Projects; 02/18/88/000G2457 -14- (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; (o) To prepare, submit and administer plan~.}.and to participate in ~ntergovernmental agreements, pursuant to the Local Solid Waste Disposal Act; (p) To establish rates, fees and charges for the use of a Waste Project; (q) 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 ~n 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 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 02/18/88/000G2457 -15- institution under a contract or other agreement to lend money or purchase obligations; (5) proceeds of any ~nsurance 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; (s) 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 Munlcipal Waste system that may be delegated to ~t 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 ~t, convey property so acquired to the Agency for the cost of the acquisition, and be 02/18/88/000G2457 -16- as provided pursuant to, Agreement. reimbursed for all expenses related to this exercise of eminent domain power on behalf of the Agency. Section 8. Governance. 8.1 The Agency shall be governed and administered in this Section and in the By-Laws, adopted and subject to the limitations of, this 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 (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), (il) 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 D~rector shall serve until his or her term expires, and thereafter until his,or her respectlve successor is appointed. 02/18~88/000G2457 -17- 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 Directo~ from that Member or if there ~s 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 h~s or her term expires and thereafter until the successor ~s 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 w~th the Secretary of the Agency. Should any Director or Alternate D~rector 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 s~multaneously cease to serve as D~rector or Alterna%e D~rector of the 02/18/88/000G2457 -18- Agency and the position shall be vacant. Any vacancy the off~ce of D~rector or Alternate Director shall be filled by which the Directors in appointment by the Member with respect to vacancy exists. D~rectors and Alternate shall receive no compensation for their service in this capacity but may be reimbursed by the Agency for reasonable and necessary expenses incurred ~n 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 D~rectors in the Chairman's absence. The Board of D~rectors shall elect other persons, who need not be D~rectors, to the posit~ons of Secretary and Treasurer and may elect other persons, who need not be Directors, to such other offices as the Board shall determine. The duties, terms of office, and manner of selection of the officers shall be prescribed ~n the By-Laws. The Board of Directors may provide that any officer of the Agency who is not a D~rector may be compensated for service ~n such capacity. 8.6 The Board of D~rectors shall determine the general policy of the Agency, shall approve the annual 02/18/88/000G2457 -19- budget, shall make all appropriations (which may ~nclude 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, th~s Agreement or the By-Laws. 8.7 Except as a greater major~ty is otherwise provided in th~s Agreement or the By-Saws, actions required by law or by th~s 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 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. Directors if Directors if event there are more than thirty Members, The Executive Committee shall consist of 7 the Agency has fewer than 24 Members and 9 the Agency has 24 or more Members. In the the Board of 02/18/88/000G2457 -20- 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 ~nclude two persons who are Directors from Members having a population of more than 50,000 persons, provided that there are two Members hav~.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 poputatlon 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 vote of a majority of the then Committee members, may take any action with respect to the Agency which the Board of Directors ~s authorized to take, except the Board 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 02/18/88/000G2457 -21- lssuance 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 Pro]ect 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 ~n such capacity, bu~ may be reimbursed for reasonable and necessary expenses lncurred in performance of their duties. Section 9. Rights and Responsibilities of Members. 9.1 The Board of D~rectors shall determine the costs to be paid by the respective Members as provided in this paragraph: (a) With respect to capital costs of planning, acqulrlng, f~nanc~ng, constructing and equipping a Waste Project (or lmpr-ovements or extensions to a Waste Project), the Agency may itself finance these costs from borrowed money or retained amounts and it may enter ~nto Project Use Agreements provlding for the other party to the Pro~ect Use Agreement to make capital contributions and payments to the Agency (at the times specified by the Board of Directors and ~n proportionate shares as provided ~n the Project Use Agreement). 02/18/88/000G2457 -22- No Project Use Agreement w~th 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 D~rectors shall establish cost-sharing charges for Members based upon usage of the Waste Pro]e~ in amounts sufficient 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 t~me to t~me charges with respect to Members fo~ the Agency's annual costs of operation and maintenance which may be payable regardless of actual or estimated use of Waste Projects. (c) Members shall appropriate their funds to pay their snare of the costs of the Agency and to service their obligations related to the Agency. Members may use their credit, revenues and other resources, ~ncluding the power to borrow money,'to 02/18/88/000G2457 -23- incur debt and to issue and sell bonds, if necessary, to pay such costs and%ervice 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 cap~ 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 Agency, the Board of Directors or the Executive Committee. A Member under suspension shall continue during its suspension to be respcnsib!e for ~ts 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 02/i8/88/000G2457 -24- 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 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. 02/18/88/000G2457 -25- 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. Upon the termination and dissolution of the 9.6 Agency: (a) Ail liabilities and obligations of %he Agency shall be paid, satisfied and discharged, or adequate provision made therefor; (b) The assets o~ 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 Pro3ect Use Agreement, after any-setoff with respect to the provision for payment of that Member's shares of its contracts, debts and obligations to the Agency. Section 10. By-Laws. 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 Executlve Committee, the adoption of annual 02/18/88/000G2457 -26- 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 respect to amendment of the By- requirements and procedures w~th Laws. Section 11. Amendment. This Agreement may be amended by written agreem~H~ bf all Members, authorlzed by ordinances adopted by their respective corporate authorities, certified cop~es 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 amendment to be filed in the office of the Illinois Secretary of State. Section 12. Enforcement. The Agency shall have the right to enforce this Agreement, the By-Laws, a Project Use Agreement or any other 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 contrlbutlons and charges of the Agency and the Agency prevails, the defaulting Member shall pay the Agency's reasonable 02/18/88/000S2457 -27- legal fees and costs pertaining to the suit, in such amount as determined by the court. Section 13. Effective Date. This Agreement shall become effective upon execution at Closing (the "Effective Date"). Closlng shall occur (i) 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 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 15. 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 da~e of this Agreement the Board of Directors shall meet and as soon as may be practicable shall elect the Executive Committee and officers of the Agency and adopt such By-laws as may be appropriate. Section 16. Non-Waiver. Nothing in this Agreement shall be construed as a waiver of any power granted by law to a Member wlth respect to the location and operation of a Waste Project of the Agency within the corporate limits of the Member. 02/18/88/000G2457 -28- Section 17. Severab~lity. If any provision of this Agreement shall be held illegal, ~nvalid or unenforceable, such illegality, invalidity or unenforceability shall not affect other provisions of this Agreement which can be given effect w~thout the illegal, invalid or uneDforceable provision and to this end, the provisions of this Agreement are severable. IN WITNESS WI{EREOF the signatories to this Agree~n% have caused it to be executed by their duly authorized officers on the dates specified below. This Agreement may be executed in counterparts. 02/18/88/000G2457 -29- ILLAGE OF MOUNT PROSPECT ATTEST: Vzllage Clerk (sea) Exhibit One Eligible Municipalities under Aqency Agreement paragraphs 5.2 and 5.3(a) Arlington Heights Barrington Buffalo Grove Des P!aines Elk Grove Village Evanston Glencoe Glenv~ew Hanover Park Highland Park Hoffman Estates Inverness Kenilworth Lake Forest Lincolnwood Morton Grove Mount Prospect Niles Northbrook Northfield Palatine Park Ridge Prospect Heights Rolling Meadows Roselle Schaumburg Skokie South Barrlngton Streamwood Wheeling Wilmette Winnetka Note: Continued inclusion on Exhibit One is conditioned upon 1) the municipality obligating itself by March 15, 1988 to pay its per capita share, but not to exceed $1.00 per caplta, of $700,000 in costs expected to be incurred with respect to the Waste Project by NWMC, and 2) adoption and publication of an ordinance by the Member by Apr~l 15, 1988 authorizzng execution of this Agreement. Closing is anticipated to occur on April 25 at NWMC offices. 02/18/88/000G2457 8ent By. VILLAOE O~NT PROSPECT, 2539377~ Day-11-01 9 10~..~ h3~C Page ~002 ,~OI. JD WASTE AGENCY OF NORTHERN COOK COUZVTY BY-LAWS As ameaded JanualT 11. 1995 ArtickI GEI~ERAL These By-Laws, togaher wrth "An Agreement E~ablish~.~ the ~ Waste Agency of Northern Cook Cou~y As A Municipal Joiat Actlo~ Ag~zy" (th~ "Agreement'*), g0~era 11~ fan.on and thc ol~ration or,lc Solid Waste Agency of Notlhera Cook Cotmty (t~ "Agency") Al~iele II BOARD OF DIRECTOI~ 2 Alternate Dw~XoV~. Tha ~ttxga~ matlmtilies af any ~ may, from ~m~ la tan~, ~eleci one or ~ore .Alternate Dir~crtor~_ Any ~-uch appo~ shall me, et ~ quiglfieafio,n~ for offic~ as a Direc~r e~tbhshed under ~ Agr~ne. al: ~_~d_ ~ By-Laws Aw/l'vie~b~ .~l~'gng a [hrector or Alternate Dm:etor sl~all file with the Sa:rei~ of the Agen~ a c~rtified cop)' of the or&nauce or resolution desig~aimg ~s Direetat in Alternate Duector. In the abseace of any Divemtor O5-11-O1 09 O~ TO MT.PROSPECT CLERK&HEALTH DEPT FROM 2559377 PO2 Sent By VILLAGE O~I~NT PROSPECT, 2539377, May~Il-01 Page 3 ~003 ~t any mcctmg of the Board of Dir~c~ ~m Altv--m~te Dn~X~r from the ~.~n¢ Membc~ m~y ~rrw for all purl:~s ~ th~ D~mctar f~m ~uch M~mbc~ S. V0unff, Vol~ mx malter~ considered by the Board of I)treete~ may be cast only by me D~ectors or ~te Din~c~ m ph~cal altendanee at Boa~ meetings, No prow -;rotes or absenlce voting shall be t~rm~teet. 4 Eteciaon (a) The Bo~nJ of D~reclt~ shall flect from among D~tors ~d a Vi~bfi~ of~ B~ of Dm~ ~ c~m~to~ a D~~m ~n S~ of~ ~ 30, 1990 h s~ll elect one of~e D~ ~ ~pl~c ~ ~ of~ ~to~ ~1 ~ ~v~ (0 ~nfl~a ~ ~e ~ ~i~ ~ ~ ~ ~-~ -4a,~o~l o~ /)5-11-81 09 83 TO MT.PROSPECT CLERK&HEALTH DEPT FROM 2539377 POS Sent By VZLLAGE OF~T PROSPECT; 2539377, 05/10/01 16'11' '847 296 ~207 lq'i~¢ ~a¥-11 -01 Page 4 5 Rul¢~ TI~ Boaxd of DLre~rs may e. stablish rules governing m own condu~t and procedure. Qu,sliom of pmceclum for meetings offi~ Board of~ which are not deka,annd by ~ mbs shall be governed by Robere~ Rul~ otOrd~ 6. ~ No Direetm' shall rec~ve any eomp~on from ltm Agency for qervmc as a Dimcto~ (or ~ Cl.~mmm or 'Vice-Chairn~ ortho Board afDm::~es) but Dn'e~ ~ be reimbursed for their actual ~ memr~ Wah ~egard lo.Agency business ~md mc~dngs. 7. Meetings- (a) ReDx~ar meetings of t[~ Board of ~ g-adI be lmld according W a ~c of Mid at lzmI ~ hines a y~ at ~mes ~ ~ ~ ~ of ~ ~ ~ of ~ Board of D~rs sh~ ~use ~ ag~a f~ ~e m~g m ~ ~d~ m ~h of ~e o~ D~re~ors ~t not ~Iemate D~m~), or ~ ~ ~, ~g~ Wd~ mfi~ ~ ~ con~~ ~ s~l ~ ~m ~ i~ ~m~ ~ m~ ~ ~ ~ of ~ ~ ~m ~ hol~g offi~ (or m lieu of~ ~ of a D~ ~ ~ a (c) ~ ~ and ~ m~ ~ ~ o~ ~ ~ ~hc ~ ~ ~ of l~h 3 05-11-81 09 84 TO MT.PROSPECT CLERK~HEALTM DEPT FROM 253937? , P84 Gent By VILLAGE OF~NT PROSPECT~ 253§877j 05/10/~1 18 84? 29~ ~07 -- .. ~ay-11-01 9 11~,,~ Page 5 ~oos mcc-~vSs sl~ll be 8~v~ m m:h ~ m 1h¢ ~ (and wtth st~h exceptions) ~s provid~ by th~ "OpcnMcChngs Act" (Ill Rev. Stat ch 102, ~ 4! - 4~ Quorum ~-~1 Pmsm~, A quorum for tl~ W~c~en of all tmsr, w. ss by fl~c Boarel o£ Dimc'~rs shah cons~ of a majority of'the Djmcta's t.~en hok~E Ofl%e. No ord~n~-,'~e, r~soIu~o~ or o~her sub~mu~ve m~_wcr shall he ~ ot ~o~} by fl~ Board of Du'uo~ ~ upon tl~ at~aUve vo~e of a majorky of ~he Dkec~c~ ~ hulchn8 ot~c~ u~eas a grealer masonry ~s r~quued ptu,~aan~ to the,a~ of~ By-Law. Thc Chah'mmz of the Board of i)zr~o:rs Th~ Ch,~[qnan of ~ B~ of ~ ~ifi~ for ~ ~ m ~ By-~ ~ d~ ~ ~ ~ o~ of ~ ~ ~ ~ ~. c~t~t ~ ~ A~ ~ ~e~w~ I0 The T~q~V The Trmmurcr shall haw ch~rgu a~ ~ ~ and ~ for ~1 ~n& aud ~ ~&e ~ ~ ~ ~d ~ ~ f~ ~ ~ ~ ~le to ~e A~ ~m ~ so~ ~ ~e Tr~ ~ ~ ~le ~ ~i~ s~h m~es m ~ ~e of~e ~ ~ s~h ~, ~ ~ ~ ~ ~si~ ~ia~ly ~& ~o D~ or ~ of ~ ~ ~ ~ ]~1¢ for ~y ]o~ of 11 The Seerel~V The S~;~ml7 ~hall be remp~sfblc for keeping tho boolu~ ~ n~ords of Ibc Age~y and sh~J be respo~ole for the l:~Clxir~on ~md ~ention of mi~ules of all meeUugs of 4 85-11-81 89 84 TO HT PROSPECT CLERK~HEALTH DEPT FROH R5~9~77 POS Sent By' VILLASE O$/1O/o1 I$ 0 F~NT PROSPECT: 2589377: ~ay-11-01 9 11,,,..,.~ Page 6/12 ~ooe the Board of D:rcctop~ and the Exe~utiv* Committ~ Th, $eo-ota.-y, ahould ho o~ ~ mt be a l~ecto~ or Alternate Dtrectar, may ~ rxanl~ation for ~nac~ ~$ 8~'r~, a~ autho~zM by Arrkle III By-I~w~ The per,oas all~oir~xl lo thc ~ve Coaanm~ fl~atl mc. lut~ (J) at least flzrcc poma~ leto Q~m ~om who am ~ef ~u~,ve ~ of M~ ~ ~ 1994 *~l c~nt, nne ~1Apffi 30, 1~ ~ ~ ~ or~r $~ ~ e~ ~, ~ ~ 30. 1~7 ~ ~1 ~s g ~ ~ ~ ~ ~, fo~ ~ ~ ~ ~a be for ~-y~ t~$ ~n$ on A~I 3~ of o~ ~ y~ ~ m~ of ~ ~vc ~ ~ ~ ~ tho end of ~ ~ ~ ~ ~ ~ff ~Uve Member ~ch ~ ~ ~o~ ~ ~ ~ ~ ~/¢ak~ ~ a ~ 5 85-11-81 89 04 TO MT PROSPECT CLERK&HEALTH DEPT FROM 2559377 P86 Sent By VILLAOE OF.~.I~T PROSPECT, 2539377, May-Il-01 9 1~,..~ Page 7/12 ~C - . (, .~) ~luu~ 2 ~ Vote~ on fi~ F_xecmi~ Commatt~ may be east only by thc membem of ~ Corarmt~ Ln ph~slml auen&mce at its mex-ta~ No l~oxy votes 0~ ~ vohng droll be 4 Rule,. The F..r~cullve Corn~itlee may establish mbs govermng it~ own conduct ~ laocedam qu~o~s of pro.tec for meetings of the Executiw Committee wbr._Ja am nm determined b~ its rules shall be governed by Robcafs ROes of Ord~ 5 Ccm~n~afion- No oae semag o~ the Executive Com~uee shall mmv, compensation from the ~ge~y for that serwc* or for ~erviee ~ Chairmall or ¥ic~-C_.haimmn of t~e ~..xe~Rltr~e C~.~mm~lcC. Mcmb~l~ ~ OfflOCl~ may/bc rclmbuz:,~l fO~ their a~%uaI Cx~ llleLmccl 85-11-~1 89 05 TO:MT-PROfPECT CLERK~,HEALTH DEPT FROM 25[19377 PD7 Sent By' VILLAGE OF~U~NT PROSPECT, 2539377, May-ll-O1 9 1~ Page 8/12 ~oo~ 7. ~uomm ami l~a~g~ A qtxaum for dm Ixa~s~mon of all business 10y the EY, mu~, Comrmttcc shall co~t o~a I~o~'y O~glC vOt~ mcmlxa~ ~ boldmE office. BIO resolution or o~h~r lub~antive matter shall be ~ or ~,p-ovcd by thc Bxc,ml~m Commulee excel~ upon the affin~at~ve vot~ ora maJority or thc voting merabe~ then bolrlm~ office. between ~h¢ Board of Dxr¢ctors and. th, P.x~nta~ Co-,~,~-~- The Chairman of the Ex~mti. ve Oomm~t~ shall also p~rform all du~ s'l~ifi~ tn tl~ By-Laws, all dutie~ inr~&:nt ~0 fins and such other dines as may be prescn'bed by ~ Executive Commltt~e consistent w~th tl~ Agr~nent sncl thc By-Laws Iuth~ al~e ~tz Clmaman of the ~ve Co,~,.,ltm orm event of thc ~'s ~ihty ~ act, th~ V~qmm~m of the ~c Corm,tree shall perform the dnt~es of the Chairman of ~hc ~ Cormmttce, and ~ $o acting; sh,~ll tmv¢ the powers oftt~ Cl~d~ ~ rode IV BUD~T AND PUllr'~ 1. Fiscal Yc~r The fiscal year of ffa~ Agcn~ shall ~ May 1 and end Apnl 30 2. Annual Budect and Anomnnanons. The H~e~mvc D~rec~or ~ be I~lpon~a'bl~ for prcpara~on o£a proposext combm:d Imdg~ and spimolmal, ons m-a,---cc for/he Agency Copies of 7 05-11-01 89 05 TO MT.PROBPEGT CLERK&HEALTH DEPT FROM 2589877 PO8 Ma¥-11-01 9 I,,~ Page 9/12 Board of Dircctvr~ Th~ combmeA budget and appml~a~ or&nan~ ~h~ll b~ adop~d by ~ Board of Direcias b~ore gg begmning of thc fiscal y~r. ~x~ept ~hat the combiaecI budget and al~ropnafions ord[nane~ for tho f~al ycar 19~9 shall be adOlY~d ss soon as ~acficable. maka only ltmsc ~l~t~htares which am ~ by fl~ Imdg~ aad sPl~optiatlon~ ordioance and shall not conli'aven¢ the provisions of the budget and approtaiagons ordlnanc~ w~thoat ~a~ approval of th=Board of D~rector~ AUDIT The Board of Dtr~ziam shall panid~ for an anmal a~t of ~ ~y m ~ ~ ~ ~ of~ Ag~ ~h~[ ~ ~ m ~n~ ~ ~ ~ ~ ~c~ A~Wof PERSONNEL ExecW6ve Director The Executive Dare~r ~ bo eppob~d by ~ Bc~rd Of IYmeotors under such {95-11-81 89 85 TO'MT-PROSPECT CLERKa, HEALTfl DEPT FROM 2539377 P89 Sent By' VILLAGE OF~NT PROSPECT, 2539377, NI~MC .... ~ay-11-01 9 1~_~ ~O'~OPage 10/12 terms and eond~l]ons of cmploymsm as th~ )o~d :hall M ]~e ExezUvc Dm shall CONTRACTS AI~ I'URCltASE8, LOANS ! Co~,tmcts And Purcha~,s. Thc Bo~ud of Di~cmr: may mCdmr~ any o~cer or o~ccrs of the Ag~'ncy (including any officer of ~e Bo~d off,rectors or dm Exevuave Coronettes) or agent Or agents to enter into a~y cc~travt or ~o ~ and dellv~ any fix51nmaent fil ~ ~e of re~oluuon pr~ pro~ for the ~ 2 D~cectors. Loans Thc ,%,~y my borrow mm, y My ~ th~ apFoval of tl~ Board of 3. Chccl~ All cheel~, dra~ m othe~ ~ed~r$ for the l~r~nt of mo~ey, ~ or othe~ evidence of mde, blcdae.~ in fl~e name of th~ Agency, shall be s~gnr~ by sach officer ar officecs (including any officer of the Boa~l ofDiro~tor$ orti~ Ear,we Coram~m~) or ageat or agenu of thc Agency and tn such m~am' as shsll be l:~0vld~l by ~u~olu0aon of {he Bo~d of ~ 9 05-11-0! 09 05 TO MT PROSPECT CLERK&HEALTH DEP? FROM 2539377 Sent By VILLAGE O~/,~NT PROSPECT, 2539377, 05/10/0! z8 ] } 847 298 9~07 Iql~od¢ Uay-11-01 D Page 11/12 I~OTICE$ Amendments to thc By-L~w~ may bc prolx~gl by any Dtr~or or by any m~mbcr of linc Ex~cuuvc Connect. Thc amendment ~k~!! be sabmirgd to each ~ al l~m tlmy days prior to thc m~etmg of the Board of l~rcctors at which thc azncrz~eat is to tg corksijcred. Thc proposed zme~k~mt and the reasons for ~t ~sl! ~ von$ider~ by thc ]Baz~ of Duv. C. ors, aloag with thc m~omme.dad, ons of t~¢ Executive Cormmttcc and ar, y ot~c~x of ~h~ At.ney Coac-tr~'~ of Ehrectors cquaJ to not less th&u a O:arc-fourgas vote of rig then Directors shall be required to adopt lO 05-11-01 89 06 TO MT PROSPECT CLERKS, HEALTH DEPT FROM 25~9~77 Sent By VILLAGE 0F,~T PROSPECT, 2539377, 05/10/0! 1¢ 1=' ~47 296 9207 May-Il-01 Page 12/12 ~012 Th~ By-Laws shaft become efl'ect/~ t/t0on aOFtovat of th~ Boar/[ of Du'ectots. Any amendment to ~he By-La',v~ shall ta~¢ eEec~ unmed/at~ly upon /ts approval by tl~ Boan:l of D~rectors, unless thc ten~s of the amemlment otherWc~ provide, 11 85-ii-8l 89 8S TO MT-PROSPECT CLERK~,MEALTM DEPT FROM 25~9~77 PI2