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HomeMy WebLinkAboutOrd 4162 03/20/1990 ORDINANCE NO. 4162 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERIM PROJECT USE AGREEMENT PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES the .... 20th day of ..March . , 1990 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 13th day of April , 1990. [Chapman ~ Cutler February 21, 1990] ORDINANCE NO. ~ ~ ~2 AN ORDINANCE APPROVING AND AuThORIZING THE EXECUTION OF AN INTERIM PROJECT USE AGREEMENT WHEREAS, the Village of Mt. Prospect, Cook County, Illinois (the "Municipality") desires to provide an efficient and environmentally sound system for the collection, transportation, processing, storage and disposal of municipal solid waste, providing such a system is in the best interests of the public health, safety and welfare of the Municipality and its inhabitants; and WHEREAS, Article VII, Section 10 of the 1970 Constitu- tion of the State of Illinois authorizes units of local govern- ment to contract and associate amgng themselves to obtain or share services and to exercise, combine, or transfer any power or function, in any manner not prohibited by law or ordinance; and WHEREAS, under that Constitutional provision, units of local government may use their credit, revenues, and other resources to pay costs and the service debt related to inter- governmental activities; and WHEREAS, the Intergovernmental Cooperation Act, as amended (Ill. Rev. Stat., Ch. 127, paragraph 741 et seq.) also authorizes units o~--~cal government to exercise and enjoy jointly their powers, privileges or authority and to enter into intergovernmental agreements for that purpose; and WHEREAS, the Municipality, together with other member units of local government (the "Members"), has previously entered into an Agreement Establishing the Solid Waste Agency of Northern Cook County as a Municipal Joint Action Agency (the "Agency Agreement"), and has become a member Of the Solid Waste Agency of Northern Cook County (the "Agency"), in order to provide and operate an efficient and environmentally sound municipal solid waste system (the "System"); and WHEREAS, the Agency has contracted for the preparation of detailed design and engineering plans for a municipal solid waste project consisting of an efficient and environmentally sound balefill providing for the disposal of compressed solid waste, which may include (but is not limited to) leachate and gas collection and drainage equipment, a leak detection and groundwater monitoring system, rolling stock, structures, equipment and other related improvements constituting a solid waste processing, recovery and disposal facility, together with one or more solid waste transfer and processing stations (the "Project"), has acquired or will acquire a site or sites or interests in sites for the Project and options therefor, will obtain all necessary zoning and land use permits, prepare and file applications for other necessary governmental permits, acquire equipment for the Project, commence construction of the Project, and will'do all other things necessary or desirable to prepare for and to begin the acquisition, construction, equipping and improvement of the Project (collectively, the "Interim Project"); and WHEREAS, the Agency has previously issued its $5,500,000 Contract Revenue and Bond Anticipation Notes, Series 1988 and its $2,000,000 Contract Revenue and Bond Anticipation Notes, Series 1989 (the "Prior Notes") to finance a portion of the Interim Project; and WHEREAS, the Municipality has previously entered into an interim project use agreement with the Agency under which the Agency issued the Prior Notes and the Municipality is paying its proportionate share of the aMt.s necessary to pay principal of and interest on the Prior Notes; and WHEREAS, the Agency will now borrow up to $16,250,000 and will issue its contract revenue notes in an aMt. up to $16,250,000 (the "Series 1990 Notes") to finance the costs of the Interim Project and to purchase or pay the Prior Notes, including without limitation engineering and design fees and expenses, costs of acquiring a site or sites for the Project or interests in sites or options therefor, costs of equipment for the Project, costs of construction of the Project, expenses of the Agency and its staff, legal and other professional fees and expenses in connection with the Project, payment or purchase of the Prior Notes, financial, legal, administrative and other expenses of the authorization, issuance, sale and delivery of the Series 1990 Notes, reimbursement to Members and other contributors for costs of the Interim Project previously incurred in anticipation of the issuance of the Series 1990 Notes, capitalized interest and appropriate reserves and contingencies; and WHEREAS, both principal of and interest on the Series 1990 Notes will be payable solely from (1) proceeds of refunding bonds or notes of the Agency which may be used for that purpose; (2) receipts of the Agency from any Members Or Customers under Interim Project Use Agreements between the Agency and such Members and Customers; (3) any aMt.s on hand at any time in the Project Fund Accounts, Debt Service Fund or Prepayment Fund to be established'in the Resolution of the Agency authorizing issuance of the Series 1990 Notes (the "Series 1990 Note Resolution"); and - 2 - (4) interest or other investment earnings of the Agency on the aMt.s in such account~; and WHEREAS, it is necessary and in the best interests of .the Municipality to enter into an Interim Project Use Agreement (the "Interim Agreement") with the Agency under which the Agency will undertake the Interim Project and issue the Series 1990 Notes and the Municipality will pay its proportionate share of the aMt.s necessary to pay principal of and interest on the Series 1990 Notes; and WHEREAS, it is necessary and in the best interests of the Municipality to agree to pay additional aMt.s pursuant to the "step up" provisions of Section 4.4 of the Interim Agreement and to make an appropriation therefor; and WHEREAS, the Municipality, by adopting the. Interim Agreement, and the other Members, by adopting similar interim agreements, agree that they will be severally (and not jointly) liable for their proportionate shares of the principal of and interest on the Notes not paid from other funds of the Agency, and for the step up obligation provided in Section 4.4 of the Interim Agreement; and WHEREAS, the obligation of the Municipality to make payments under the Interim Agreement is separate from the obligations of all other Members to make payments under their respective Interim Project Use Agreements and shall not in any respect be diminished or increased if any other Member or Members default in their obligations under their respective Interim Project Use Agreements, except for such step up obligation; and WHEREAS, the obligations of the Municipality under the Interim Agreement are general obligations of the Municipality to the payment of which its full faith and credit and its taxing power (unlimited as to rate or amt.) are pledged. Such obligations do not exceed any constitutional, statutory or other applicable limitation on debt; and WHEREAS, the Municipality is obligated under the Interim Agreement to pay its respective share of the costs of the Interim Project without set-off or counterclaim, irrespective of whether the Interim Project, the Project or the System is ever completed, made available or provided to the Municipality and notwithstanding any suspension, interruption, interference, reduction or curtailment of the Interim Project, the Project or the System; and WHEREAS, the Municipality is a home rule municipality under the terms of Article VII, Section 6 of the Illinois onstitution and may exercise any power and perform any function pertaining to its government and affairs; NOW, THEREFORE, BE IT ORDAINED by the President and Board of Trustees of the Village of Mt. Prospect, Cook County, Illinois, in the exercise of its home rul~ powers, as follows: SECTION 1: That the Municipality approves the form of the Interim Agreement presented to it at this meeting and the President and Village Clerk are hereby authorized to execute the Interim Agreement, in substantially the form attached to this Ordinance as Exhibit 1 and made a part of this Ordinance, with such changes therein as shall be approved by the persons executing such agreement. SECTION 2: That this Ordinance shall constitute an appropriation of the funds necessary to meet the Municipality's obligations to make payments of its proportionate share of principal of and interest on the Notes under the Interim Agreement. SECTION 3: That the Village Clerk is authorized and directed to send the following to the Executive Director of the Agency: (1) two certified copies of this Ordinance, (2) two certificates of publication of this Ordinance evidencing publication of this Ordinance in pamphlet form, and (3) two certified copies of the minutes of the meeting at which this Ordinance was adopted, showing the adoption of this Ordinance. SECTION 4: That the President, the Village Clerk, and other employees of the Municipality are authorized and directed to take whatever additional steps are necessary for the Municipality to enter into the Interim Agreement. SECTION 5: That this Ordinance shall be in full force and effec~ immediately upon passage and approval. PASSED this 2Q~hday of March , 1990. APPROVED this 20th day of ___~, 1990. NAYS I ABS T ~_ VOTE: AYES .i. ~T~~~ ATTEST: -- / ~ J~// - 4 - ublished in pamphlet form this ~ day of M~ah 1990 VILLAGE CLERK - 5 TATE OF ILLINOIS ) ) COUNTY OF COOK ) CLERK'S CERTIFICATE I, Carol A. Field~ , do hereby certify that I am the qualified and acting Village Clerk of the Village of Mt. Prospect, Cook County, Illinois, AND THAT AS SUCH, I am the officer duly designated by law to keep the minutes, ordinances, resolutions and proceedings of the President and Board of Trustees of the Village of Mt. Prospect. I further certify that the attached and foregoing copy of Ordinance No. 4]62 is a true and correct copy of the records of the Village of Mt. Prospect. IN WITNESS WHEREOF, I hereunto affix my signature and impress hereon the corporate seal of the said Village of Mt. Prosect, Cook County, Illinois, this 22nd day of March , 1990. Village Clerk INTERIM PRO~ECT USE AGREEMENT and Detween BOLZD 1tASTE AGENCY OF NORTHEI~COOK COUNTY and VZLL~GE OF I~OUNT PROSPECT, ZLLZNOZ8 Dated: April i6, 1990 SOLID ~O. STE AGENCY OF NORTHERN COOK COUNTY INTER~'M PROJECT USE AGREEMENT THIS INTERIM PROJECT USE AGREEMENT (the "Interim Agreement") is entered into by and between the SOLID WASTE AGENCY- OF NORTHERN COOK COUNTY (the "Agency") and the VILLAGE OF MOUNT PROSPECT, ILLINO'IS (the "Financing Member") as of April 16, 1990. ARTICL~ I ~ECIT~L8 Section 1.1. Article VII, Section 10 of the 1970 Constitution of the State of Illinois and the Intergovernmental Cooperation Act, as amended (Ill. Rev. Stat., ch. 127, ¶¶ 741 et seq.; the "Act") authorize "units of local government,, to contract and associate among themselves to obtain or share services and to exercise, combine, or transfer any power or function in any manner not prohibited by law or ordinance. Section 1.2. Section 3.2 of the Act authorizes any two 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 an efficient and environmentally sound, municipal waste system. ~. Pursuant to this authority, certain units of local government named on ~ (the "Members") have entered into "An Agreement Establishing the Solid Waste Agency of Northern Cook County as a Municipal Joint Action Agency," dated as of May 2, 1988 (the "Agency Agreement"), and have formed the SOLID WASTE AGENCY OF NORTHEP.N COOK COUNTY in order to establish a waste system to provide for efficient and environmentally sound collection, transportation, transfer, processing, treatment, storage, disposal, recovery and reuse of municipal waste (the "System"). Section 1.4. The Agency intends to acquire, construct, equip and improve a "waste project" as defined in Section 3.2[j)(ii) of the Act consisting of an efficient and environmentally sound balefill providing for the disposal of compressed solid waste, which project may include (but is not limited to) leachate and gas collection and drainage equipment, a leak detection and groundwater monitoring system, rolling stock, structures, equipment and other related improvements constituting a solid waste processing, recovery and disposal facility, together with one or more solid waste transfer, recovery and processing stations (the "Project"). Toward such end, the Agency has contracted for the preparation of detailed design and engineering plans for the Project, has acquired options and other rights with respect to a site or sites for the Project and has obtained certain zoning, land use and environmental permits. The Agency now intends to obtain other necessary governmental permits, to acquire one or more sites or interests in sites for -2- the Project or to acquire options therefor, to continue design of the Project, to acquire equipment for the Project, to begin construction of the Project, and to do all other things necessary or desirable to prepare for and to begin the acquisition, construction, equipping and improvement of the Project (collectively, the "Interim Project"]. Costs of the Interim Project, including, without limitation, engineering and design fees and expenses, costs of acquiring a site or sites or interests in sites or options therefor, costs of equipment for the Project, costs o~ construction of the Project, expenses of the Agency and its staff, professional fees and expenses in connection with the Project, payment or purchase of the Prior Notes (as defined in Section 1.5), financial, legal, administrative and other.expenses of the authorization, issuance, insurance, sale and delivery of the Series 1990 Notes described below and the payment or purchase of the Prior Notes, capitalized interest on the Series 1990 Notes, and appropriate reserves and contingencies, are estimated to be $19,500,000. The Interim Project will be useful for the entire period of construction and operation of the Project, which is estimated to be 25 years. Section 1.5. In order to pay certain costs of the Interim Project, the Agency issued its $5,500,000 Contract Revenue and Bond Anticipation Notes, Series ~988 on May 25, 1988 and its $2,000,000 Contract Revenue and Bond Anticipation Notes, Series 1989 on December 6, 1989 (collectively, the "Prior Notes"). The -3- Agency and each of the Members entered into separate agreements (the "Prior Interim Agreements"), each dated as of May 2, 1988, in order to provide for the payment of principal of and interest on the Prior Notes. In order to pay a portion of the costs of the Interim Project, including the cost of purchasing or paying the Prior Notes, the Agency and certain Members (the "Financing Members") now propose to enter into separate interim agreements (the "Interim Project Use Agreements") on or before the date of issuance of the Series 1990 Notes (as defined below) which provide for the Agency to (a) impose a requirement on the Financing Members to make annual contributions (the "Equity Contributions") to the Agency pursuant to paragraph 4.2.2 of the Interim Project Use Agreements and the Agency Agreement and (b) issue not to exceed $16,250,000 of its Contract Revenue Notes, Series 1990 (the "Series 1990 Notes"]. The reigns of the Series 1990 Notes shall be as specified i~ the Resolution of the Agency authorizing the issuance of the Series 1990 Notes (the "Series 19~0 Note Resolution"), a copy of which is attached in draft form, to be.adopted by the Board of Directors of the Agency in substantially the form attached with such modifications as the Board of Directors of the Agency with the advice of counsel deems advisable. Section 1.6. Both principal of and interest on the Series 1990 Notes are to be payable solely from (a) proceeds of refunding bonds or notes of the Agency which may be used for that -4- purpose; (b) receipts of the Agency from the Financing Members or other members under Interim Project Use Agreements between the Agency and such Financing Members or other members, including the Equity Contributions to the extent provided in the Series 1990 Note Resolution and receipts of the Agency from customers of the System that are not Financing Members or members (the "Customers") under similar agreements between the Agency and such Customers; (c) any amounts on hand at any time in the Debt Service Fund, the Project Fund, the Prepayment Fund and the Expense Fund to be established by the Series 1990 Note Resolution; and (d) interest or other investment earnings of the Agency on the amounts in such funds. The Series 1990 Notes do not constitute an indebtedness of the Agency or of any Financing Member, member or Customer within the meaning of any constitutional or statutory limitation. Section 1.7. The Financing Member, by adopting this Interim Agreement, and the other Financing Members, by adopting similar interim agreements, agree that they will be severally (and not jointly and severally) liable only for an amount or amounts equal to their respective shares as set forth in ~ ~ (the "Financing Member Share"), of the following: (a) the principal of and interest on the Series 1990 Notes to the extent not paid from other funds of the Agency and (b) the Equity Contributions. The Financing Member and the other Financing Members agree that the allocation of liability .set forth in Exhibit B, which is based upon the respective populations of the Financing Members as defined in Section 10.1 ("Population"), is reasonable. ~. It is necessary and in the best interests of the Financing Member and the Agency for each of them to enter into this Interim Agreement in order for (a) the Financing Member to participate in and make use of the System as a means of processing, stoFing and disposing of its municipal waste and (b) the Agency to finance the Interim Project through the issuance of the Series 1990 Notes and the imposition of the Equity Contributions on all of the Financing Members. It is necessary and in the best interest of the Financing Member, to pay its Financing Member Share of the Equity Contributions in order to fund a portion of the Interim Project and, if principal of and interest on the Series 1990 Notes are not paid from other funds of the Agency, to pay an amount or amounts equal to its Financing Member Share of the principal of and interest.on the Series 1990 Notes coming due from time to time as provided in this Interim Agreement. Section 1.9. Each Financing Member intends to enter into an Interim Project Use Agreement similar to this Interim Agreement and to pay an amount or amounts equal to its respective Financing Member Share of the principal of and interest on the Series 1990 Notes and the Equity Contributions, as provided in this Interim Agreement. The obligation of the Financing Member to pay an amount or amounts equal to its respective Financing Member Share is separate from the obligations of all other Financing Members and shall not in any respect be diminished or, except as otherwise provided in Section 4.4 of this Interim Agreement, increased if any other Financing Member or Financing Members default in their obligations under their respective Interim Project Use Agreements. Under Section 4.4, if one or more Financing Members defaults in its payment obligations under its Interim Project Use Agreement, each remaining non-defaulting Financing Member is required to pay (in addition to its other payment obligations) an 'amount or amounts equal to its share of the defaulted amount, such share to be determined by the proportion its Population on ~ bears to the Population of all non-defaulting Financing Members, provided that the total amount which the non-defaulting Financing Member is so obligated to pay shall not in the aggregate exceed one-third of the amount of the non-defaulting Financing Member's other payment obligations under this Interim Agreement. Section 1.10. The obligations of the Financing Member under this Interim Agreement are general obligations of the Financing Member to the prompt payment of which its full faith and credit and its taxing power are pledged, and unless paid from other sources the Financing Member shall provide for the levy of a tax on all taxable property within the corporate limits of the Financing Member without limit as to rate or amount so as to provide for the payment of the obligations when due. Such obligations are not s~bject to any constitutional, statutory or other limitation on debt. -7- Section 1.11. The Financing Member is obligated under this Interim Agreement to pay an amount or amounts equal to its Financing Member Share of the principal of and interest on the Series 1990 Notes and the Equity Contributions without set-off or counterclaim, irrespective of whether the Interim Project, the Project or the System is ever completed, made available or provided to the Financing Member and notwithstanding any suspension, interruption, interference, reduction or curtailment of the Interim Project, the Project or the System. ARTICLE II THE INTERIM PROJECT Section 2.1. The Agency agrees to use its best efforts in connection with the Interim Project to (a) contract for the continued preparation of detailed design and engineering plans for the Project for the benefit of the Financing Members, (b) acquire a site or sites for the Project or interests in or options therefor, (c) obtain other necessary governmental permits, (d) acquire equipment for the Project, (e) begin construction of the Project, and (f) do all other things necessary and desirable to prepare for and to begin the acquisition, construction, equipping and improvement of the Project. costs of the Interim Project, including, without limitation, engineering and design fees and expenses, costs of acquiring a site or sites for the Project or interests in sites -8- or options therefor, costs of equipment for the Project, costs of construction of the Project, expenses of the Agency and its staff, professional fees and expenses in connection with the Project, payment or purchase of the Prior Notes, financial, legal, administrative and other expenses of the authorization, issuance, insurance, sale and delivery of the Series 1990 Notes and the payment or purchase of the Prior Notes, capitalized interest on the Series 1990 Notes, and appropriate reserves and contingencies, are estimated to be $19,500,000. ~. The Agency shall use its best efforts to (a) finance the Interim Project by issuing, selling and delivering the Series 1990 Notes and (b) finance, acquire, construct, equip and improve the Project, in order to establish the System for the Financing Members. Section 2.3. Upon the acquisition, construction, equipping and improvement of the Project and the establishment of the system, the Agency shall make the capacity of the System available to the Financing Members through project use agreements upon such terms and conditions and at such rates, fees and charges as the Board of Directors of the Agency shall determine i~ accordance with the terms of the Agency Agreement and such further agreements as may be appropriate. -9- ARTICT.u III TIlE SERIES 1990 NOTES ~. The Agency shall borrow a s~un not to exceed $16,250,000 for the Interim Project and shall issue ~he Series 1990 Notes in the pr£ncipal amount not to exceed $16,250,000 having such te~ms as shall be provided in the Series 1990 Note Resolution. Section 3oR. Both principal of and interest'on the Series 1990 Notes shall be payable solely from (a) proceeds of refunding bonds or notes of the Agency which may be used for that purpose~ (b) receipts of the Agency from the Financing Members, members and Customers under any Interim Project Use Agreements between the Agency and, respectively, such Financing Members, members and Customers, including the Equity Contributions to the extent provided in the Series 1990 Note Resolution~ (c) any amounts on hand at any time in the Debt Service Fund, the Project Fund, the Prepayment Fund and the Expense Fund to be established by the Series 1990 Note Resolution~ and (d) interest or other investment earnings of. the Agency on the amounts in such funds. Section ~. The Series 1990 Notes shall not constitute an indebtedness of the Agency or the Financing Member within the meaning of any constitutional or statutory limitation. section 3.4. The Series 1990 Notes shall be secured by a pledge and assignment to a trustee for the owners of the Series 1990 Notes (the "Trustee") and a grant to the Trustee of a security interest in and lien on the Agency's right, title and -10- interest in and to Certain receipts under each Interim Project Use Agreement between the Agency and, respectively, each Financing Member, member and Customer. ~TICL~ IV OBLIGATION80FTH~ FINANCING MEMBER Sectioh 4.1. The Financing Member, by adopting this Interim Agreement, and the ctherFinancing Members, by adopting similar Interim Project Use Agreements, agree that they will be severally (and not jointly and severally) liable only for an amount or amounts equal to their Financing Member Share ~f the principal of and interest on the Series 1990 Notes not paid from other funds of the Agency and their Financing Member Share of the Equity Contributions. The Financing Member agrees that the allocation of liability set forth in Exhibit B, which is based upon the respective Populations of the Financing Me~bers., is reasonable. Section 4.2. In consideration for (a) the agreements of the Agency with respect to the Interim Project, the Project and the System contained in Article II, (b) the agreements of the other Financing Members in,their respective Interim Project Use Agreements, and (c) the issuance by the Agency of the Series 1990 Notes as provided in Article III, the Financing Member shall pay (y) to the Trustee an amount equal to a percentage of the principal of and interest on the Series 1990 Notes due from time -11- to time equal to the Financing Member Share and (z) to the Agency an amount equal to a percentage of the Equity Contributions equal to the Financing Member Share. 4.2.1. The Trustee shall notify the Financing Member in writing on December 1, 1991 and 13 1/2 months before the first maturity of the Series 1990 Notes of the amount, if any, of its Financing Member Share of principal of and interest on the Series 1990 Notes, after taking into account any other funds on d~posit with the Trustee and available to make such payment. On or before one year before the first maturity of the Series 1990 Notes, and on or before the first day of each succeeding month (each such date constituting a "Note Payment Date") until and ~nless the Series 1990 Notes are entirely refunded or paid, the Financing Member shall pay to the Trustee an amount equal to 1/30th of its Financing Member Share of the principal of and interest on the Series 1990 Notes, for the payment of which other funds are not on deposit with the Trustee and available to make such payment. On the seventh business day prior to each Note Payment Date, the Trustee is required under the Series 1990 Note Resolution to notify the Financing Member of the amount, if any, of the payment due from the Financing Member on the next succeeding Note Payment Date, taking into account any other funds on deposit with the Trustee and ava£1able on that date to pay principal of and interest on the Series 1990 Notes. If the Series 1990 Notes are entirely refunded or paid during the one year before the first maturity thereof, the Financing Member's -12- obligation to make payments to the Trustee shall cease and all amounts previously paid by the Financing Member to the Trustee under paragraph 4.2.1 and Section 4.4 shall be returned to the Financing Member, together with any interest earned thereon. Neither the giving of any notice by the Trustee nor the receipt of any notice from the Trustee shall be a precondition to the obligation of the Financing Member to make the payments to the Trustee required by paragraph 4.2.1 or by Section 4.4. 4.2.2. The Board of Directors of the Agency shall determine the Equity Contributions for each fiscal year at the time of the adoption of the annual budget and appropriation ordinance of the Agency. During the term of this Interim Agreement, the Equity Contributions of all Financing Members for any fiscal year imposed pursuant to the provisions of this paragraph shall not exceed $1,600,000. A copy of the proposed budget and appropriation ordinance, including any proposed Equity Contributions, shall be provided to the Financing Member at the time it is provided to the Directors of the Agency. Promptly after the adoption of the annual budget and appropriation ordinance, the Agency shall notify the Financing Member in writing of the amount of its Financing Member Share of the Equity Contributions due with respect to that fiscal year. O~ or before May 15 and on or before the fifteenth day of each of the succeeding eleven months (each such date constituting an "Equity Contributions Payment Date"), the Financing Member shall pay to the Agency a~ amount equal to 1/12th of its Financing Member -13- Share of the Equity Contributions for such fiscal year. On the seventh business day prior to each Equity Contributions Payment Date, the Agency will notify the Financing Member of the amount of the payment due from ~he Financing Member on the next succeeding Equity Contributions Payment Date. Neither the giving of any notice by the Agency nor the receipt of any notice from the Agency shall be a precon4ition to the obligation of the Financing Member to make the payments to the Agency required by this paragraph 4.2.2 or by Section 4.4. 4.2.3. In the event the Financing Member fails to ~ake any payments when due under this Interim Agreement (except for payments due pursuant to Section 4.4), the unpaid amounts shall accrue interest at the rate of 10% per annum commencing on the due date until all amounts'due, together with interest, have been paid. The right of the Agency to receive interest on account of late payments shall be in addition to all other rights and remedies available to the Agency for breach of any provislons of this Interim Agreement. section 4.3. After the issuance of the Series 1990 Notes, (a) the Financing Member Shares set forth in Exhibit B on the date of issuance of the Series 1990 Notes shall not change, and (b) the Board of Directors of the Agency shall admit municipalities or counties as members of the Agency and parties to Interim Project Use Agreements with respect to the Interim Project only upon the condition that each such member (w) shall pay to the Trustee on each Payment Date, until and unless the -14- Series 1990 Notes are entirely refunded or paid, an amount equal to 1/30th of the member's proportionate share of the principal of and interest on the Series 1990 Notes, for the payment of which other moneys are not on deposit with the Trustee and available to make such payment, (x) shall pay to the Trustee upon execution of the Interim Project Use Agreement an amount equal to 1/30th of the member's proportionate share of the principal of and interes= on the Series 1990 Notes multiplied by the number of Note Payment Dates, if any, which have occurred between the issuance of the Series 1990 Notes and the execution of such Interim Project Use Agreement, (y) shall pay to the Agency on each Equity Contributions Payment Date an amount equal to 1/~2th of the member's proportionate share of the Equity Contribution due during each fiscal year, and (z) shall pay to the Agency upon execution of the Interim Project Use Agreement an amount.equal to 125% of 1/12th of the member's proportionate share of the Equity Contribution due for the then fiscal year for each month or part thereof between the issuance of the Series 1990 Notes and the execution of the Interim Project Use Agreement by and between the Agency and such member. The member's proportionate share shall be a fraction the numerator of which is the member's Population and the denominator of which is the sum of the Populations of all Financing Members. Section 4.4; As provided by Section 3.2(e) of the Act, if one or more of the Financing Members defaults in its payment obligations under its Interim Project Use Agreement, each -15- remaining Financing Member shall be required to pay (in addition to its payment obligations under Section 4.2 of its respective Interim Project Use Agreement) an amount equal to its share of the defaulted amount, such share to be determined by the proportion its Population on ~ bears to the Population of all non-defaulting Financing Members. The total amount which the Financing Member is obligated to pay under this Section 4.4 shall not exceed one-third of the a~ounts the Financing Member is obligated to pay under Section 4.2 including paragraphs 4,2.1 and 4.2.2 thereof. Payments to be made under this Section 4.4 in respect of a defaulting Financing Member or Financing Members are due within seven days after notice from the Trustee or the Agency whether or no= such notice is given in connection with a scheduled Note Payment Date or Equity Contributions Payment Date. Section 4.5. Any increase in the amounts due to the Trustee or the Agency under Sections 4.2 or 4.4 shaI1 be an immediate obligation of the Financing Member. Section 4~6. The obligation of the Financing Member to make payments under Sections 4.2 and 4.4 of this Interim Agreement is a general obligation of the Financing Member to the prompt payment of which its full faith and credit and its taxing power are pledged. To the extent its obligations are not paid from other sources, the Financing Member shall provide for the levy of a tax on all taxable property within the corporate limits of the Financing Member without limit as to rate or amount so as -16- to provide for the payment of the obligations coming due under ~his Interi~ Agreement. ctS. The Financing Member acknowledges that certain rights under this InterimAgreement will be assigned by the Agency and the Agency will grant a lien upon and security interest in this Interim Agreement and certain amounts payable by the Financing Member hereunder to the Trustee for the benefit of the owners of the Series 1990 Notes to be issued by the Agency. Section 4.8. As provided in Section 3.2(e) of the Intergovernmental Cooperation Act, as amended, the Financing Member is obligated under this Interim Agreement to pay its respective proportionate share of the principal of and interest on the Series 1990 Notes and the Eq~/ity Contributions without set-off or counterclaim, irrespective of whether the Interim Project, the Project or the System is ever completed, made available or provided to the Financing Member and notwithstanding any suspension, interruption, interference, reduction or curtailment of the Interim Project, the Project or the System. Section 4.9. The Financing Member may prepay its obligations ko pay principal of and interest on the Series 1990 Notes (other than its obligations under Section 4.4) in full by depositing with the Trustee, in accordance with the Series 1990 Note Resolution, an amount in cash which, when invested in "Government Obligations" as defined in the Series 1990 Note Resolution and together with interest or other investment -17- earnings on it, is sufficient to pay, when due, its Financing Member Share of'principal of and interest due on the Series 1990 Notes at their maturity. Section 4.10. The provisions of this Interim Agreement shall constitute a contract between the Financing Member and the Agency for the benefit of the Trustee and the owners of the Series 1990 Notes. The Trustee may proceed by civil action, mandamus or other proceeding ~c enforce and compel perf6rmance by the officials of the Financing Member of all duties required by law and by this Interim Agreement. ARTICLE ¥ FINANCING MEMBER COVENANTS Sect$on 5.~. The Financing Member covenants with the Trustee and the owners from ti~e to time of the Series 1990 Notes that so long as any of the Series 1990 Notes are outstanding, moneys on deposit in any fund or accoun~ to be used in connection with payment of the Financing Member's obligations under this Interim Agreement shall not be used in a manner which would cause any of the Series 1990 Notes to become an "arbitrage bond", nor will the Financing Member take any action which would cause the interest on the Series 1990 Notes to be includible in the gross income of the owners thereof under the Internal Revenue Code of 1986, as amended, and any lawful regulations thereunder. -18- Section 5.2. The Financing Member covenants to use its best efforts to complete and file monthly with the Agency estimates of the municipal waste generated by the municipal waste disposal system operating within its jurisdiction. ~. Within ninety.days following the close of eaoh fiscal year, the Financing Member will cause its books and accounts to be audited annually by independent certified public accountants and wi1.1 submit a copy of each annual audit to the Agency within thirty days following the completion of such audit. ARTICLE VI DEFEASANCE: TERMINATION Section 6.1. If the Financing Member has satisfied all of its obligations under this Interim Agreement, including making all required Equity Contributions due in the fiscal year, and if, in the manner provided in the Series 1990 Note Resolution, the Trustee has received amounts which, together with interest and investment earnings on such amounts, are sufficient to pay principal of and interest on the Series 1990 Notes when due, all of the right, title and interest of the Agency, the Trustee and the owners of the Series 1990 Notes in and to this Interim Agreement, and the pledge made under it, shall be terminated and the pledge made under this Interim Agreement shall be discharged. Upon payment or defeasance of the Series 1990 Notes, the Agency will deliver, and will cause the Trustee to deliver, a -19- proper instrument acknowledging the satisfaction and termination of the Financing Member's obligations under this Interim Agreement and the pledge under this Interim Agreement. Section 6.2. A£ter the Series 1990 Notes have been paid in full at maturity or the Trustee has received sufficient funds to defease the Series 1990 Notes in full in the manner provided in the Series 1990 Note Resolution, the Trustee shall return to the Agency any funds remaining in the Principal and Interest Accounts that are not required to defease the Series 1990 Notes, as provided in the Series 1990 Note Resolution. Such funds shall be paid by the Agency to each Financing Member and member in the same proportion as the amounts previously paid by each such Financing Member or member under Section 4.2.1 of its Interim Agreement bear to the total amounts paid by all Financing Members and members under Section 4.2.1 of their respective Interim Agreements, Section 6.3. This Interim Agreement shall terminate after the earliest to occur of: (a) defeasance of the Series 1990 Notes as provided in Section 6.1, or (b) all Series 1990 Notes and all obligations of the Financing Member under this Interim Agreement shall have been paid and discharged, or (c) a date that is fifty years from the date of this Interim Agreement. -20- ARTICLE EVENTS OP DEFAULT AND REMEDIES ~. The occurrence of any one of the following shall constitute an Event of Default: (a) failure by the Financing Member to pay any amounts required to be paid under this Interim Agreement at the times specified in this Interim Agreement~ or (b) failure by the Financing Member to observe or perfor~ any covenant, condition or agreement on its part to be observed or performed in this Interim Agreement other than as referred to in (a) above, for a period of 30 days after written notice specifying such failure and requesting that it be remedied, given to the Financing Member by the Agency or the Trustee, unless the Agency and the Trustee shall agree in writing to an extension of such time~ provided, that if the failure stated in the notice cannot be corrected within the applicable period, the Agency and the Trustee may consent to an extension of such time if (i) corrective action is instituted within t, he applicable period and (ii) such corrective action is diligently pursued pursuant to a schedule approved in writing by the Agency and the Trustee until the default is corrected. Section 7.2. Whenever any Event of Default shall have happened and is continuing, the Agency or the Trustee may take whatever action at law or in equity is necessary or desirable to collect the payments and other amounts then due or thereafter to -21- become due under this Interim Agreement or to enforce the performance and observance of any obligation, agreement or covenant of the Financing Member under this Interim Agreement, including instituting an action in mandamus. If the Agency or the Trustee has proceeded to enforce its rights under this Interim Agreement and such proceedings have been discontinued or abandoned for any reason or have been determined adversely to the Agency or the Trustee, then the Agency, the Trustee and the Financing Member shall be restored respectivelylto their positions and rights under this Interim Agreement, and all rights, remedies and powers of the Financing Member and the Agency and the Trustee shall continue as though no such proceeding had been taken. Section 7.3. No remedy herein conferred upon or reserved to the Agency or the Trustee is intended to be exclusive of any other available remedy or remedies. Each remedy shall be cumulative and shall be in addition to any remedy given under this Interim Agreement or existing now or in the future at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power or shall be construed to be a waiver of that right or power, but that right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Agency or the Trustee to exercise any remedy reserved to them in this Article, it shall not be necessary to give any notice, other -22- than notice expressly required in this Interim Agreement. The rights and remedies given the Agency in this Interim Agreement shall also extend to the Trustee on behalf of the owners of the Series 1990 Notes and (as provided in Section 7.5) to the owners of the Series 1990 Notes, who shall be deemed third party beneficiaries of all covenants and agreements contained in this Interim Agreement. ~. If a Financing Member has defaulted in its payment obligations under Sections 4.2 or 4.4 and the Agency or the Trustee Has through appropriate proceedings recovered from such defaulting Financing Member all or any portion of the ~mounts due from such defaulting Financing Member and unpaid, the amounts so recovered shall be applied by the Agency and the Trustee to reduce amounts otherwise due from, or (if no amounts remain due under this Interim Agreement) to make reimbursements to, the remaining non-defaulting Financing Members under Sections 4.2 and 4.4. The amount of such reduction for (or reimbursement to) each non-defaulting Financing Member shall be in the same proportion to the total amount recovered as the amounts previously paid by such Financing Member under Sections 4.2 and- 4.4 of such Financing Member,s Interim Agreement bear to the total amounts paid by all non-defaulting Financing Members under Sections 4.2 and 4.4 of their respective Interim Agreements. Section 7.5. Whenever in this Interim Agreement a remedy is conferred upon the Trustee, that remedy may be exercised by -23- owners of the Series 1990 Notes in the manner and subject to the conditions set forth in the Series 1990 Note Resolution. ~gg-~. Notwithstanding the Agency's default in its obligations under this Agreement, the Financing Member shall pay its Financing Member Share of the principal of and interest on the Series 1990 Notes when due. Payment by the Financing Member under this Section 7.6 shall not be construed as a waiver of any claims the Financing Member may have against the Agency. ARTICLE VIII REPRESENTATIONS OF THE PARTIES Section 8.1. The Financing Member represents and warrants to the Agency as follows: (a) The Financing Member is a legally and validly existing home rule municipalit[ under the Constitution and laws of the State of Illinois. The corporate authorities and officers of the Financing Member have been duly elected or appointed and continue to hold title to their respective offices. (b) The Financing Member is empowered to enter into this Interim Agreement. (c) The execution of this Interim Agreement has been duly authorized by ordinance of the Financing Member which was duly adopted and remains in full force and effect. This Interim Agreement is a valid and binding obligation of the Financing Member and remains in full force and effect. -24- (d) Ail conditions, acts and things required by_the Constitution and laws of this State to exist or to be done precedent to the execution of this Interim Agreement exist or have been done. (e) The obligations of the Financing Member represented by this Interim Agreement are not subject to any constitutional, statutory or other limitation on debt. (f) The adoption of the ordinance authorizing the execution of this Interim Agreement, the making of an appropriation therefor, and the execution of this Interim Agreement will not conflict with, result in a breach of, or constitute a default under the Constitution of the State of Illinois, or any law, rule, regulation, ordinance, resolution, or agreement to which the Financing Member is a party or by which it is bound. Section 8.2. The Agency represents and warrants to the Financing Member as follows: (a) The Agency is a legally and validly existing public body politic and corporate and a municipal corporation under the Constitution and laws of the State of Illinois. The officers of the Agency have been duly appointed and continue to hold title to their respective offices. (b) The Agency is empowered to enter into this Interim Agreement. -25- (C) The execution of this Interim Agreement has been duly authorized by resolution of the Agency which was duly adopted and which remains in full force and effect. This Interim Agreement is a valid and. binding obligation of the Agency. (d) Ail conditions, acts and things rec~/ired by the Constitution and laws of this State to exist or to be done precedent to the execution of this Interim Agreement exist or have been done. (e) The adoption of the resolution authorizing the execution of this Interim Agreement, and the execution of thin Interim Agreement, will not conflict with, result in a breach of, or constitute a default under the Constitution of the State of Illinois or any law, rule, regulation, ordinance, resolution, or agreement to which the Agency is a party or by which it is bound. ~RTICLE IX WITHDRAWAL OF THE FINANCING MEMBER The Financing Member may withdraw from the Agency as provided in Section 6 of the Agency Agreement but shall remain obligated under this Interim Agreement. ]%RTXCLE · MISCELLA]~EOU8 ~. For purposes of this Interim Agreement, the term "municipal waste" means garbage, general household and -26- commercial waste, landscape waste and construction or demolition debris as the Agency determines from time to time to be acceptable at the Project. Whenever in this Interim Agreement reference is made to the "population" of a Financing Member, this Interim Agreement refers to the Financing Member's population determined on the basis of the 1980 U.S. Census or, if available, a more recent corrected, revised or special federal census as reported in Illinois Counties & Incoroorated Municipalities, dated June 1, 1989, and published by the Secretary of State of the State of Illinois. Section 10.2. Notices required under this Interim Agreement shall be deemed given on the third day following the day on which written notice is mailed by certified mail, postage prepaid, addressed as follows: Agency: Solid Waste Agency of Northern Cook County 1616 E. Golf Road Des Plaines, Illinois 60016 Attention: Executive Director Financing Member: As provided in Exhibit A. Other Financing Members: As provided in ~. The parties may, by notice given as provided in this Section, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 10.3. This Interim Agreement may not he assigned by either party without the prior written consent of the other -27- and of the Trustee, except that the Agency shall assign to the Trustee certain rights under this Interim Agreement. ~9_~. If any provision of this Interim Agreement shall be held to be or shall, in fact, be illegal, inoperative or unenforceable, that holding shall not affect any other provisions contained in this Interim Agreement or render those other provisions invalid, inoperative or unenforceable to any extent. Section 10.5. Exoept as otherwise provided in this Interim Agreement, and except for provisions pertaining to Equity Contribution~ after the initial issuance of the Series 1990 Notes and prior to the payment in full of all of the Series 1990 Notes as to both principal and interest, this Interim Agreement may not be amended, changed, modified, altered or terminated without the prior written consent of the Trustee. ~. Without the written consent of the Financing Member, the Agency will not enter into Interim Project Use Agreements with other Financing Members in connection with the Interim Project the terms of which are more favorable to such other Financing Member than the terms of this Interim Agreement. Other Interim Project use Agreements in connection with the Interim Project may differ from this Interim Agreement as is necessary to reflect the status of other Financing Members as non-home rule units pledging the net revenues of their municipal solid waste systems or'home rule units pledging their full faith and credit to the payment of their obligations under their respective Interim Project Use Agreements. Interim Project -28- Use Agreements entered into with a member or Customer after the issuance of the Series 1990 Notes may differ, but may not be more favorable to such member or Customer. ~. This InterimAgreement shall become effective only when Interim Project Use Agreements meeting the requirements of Section 10.6 have been executed by the Agency and a number of Members having a Population in excess of 647,950 and this Interim Agreement shall not become effective if that has not occurred on or before May 1, 1990. Section 10.8. With respect to any Member who notifies the Agency before April 1, 1990 that it intends to withdraw from the Agency upon the issuance of the Series 1990 Notes and defeasance of the Prior Interim Agreement, the Financing Member waives the requirement under Section 6.2 of the Agency Agreement to 180 days' noti=e to the .Agency of withdrawal and consents to the withdrawal by such Member upon such terms as the Agency shall determine. -29- IN WITNESS WHEREOF, the Agency and the Financing Member have caused this Interim Agreement to be executed in their respective corporate names and attested by their duly authorized officers and sealed with their corporate seals, all as of the date first above written. SOLID WASTE AGENCY OF NORTHERN COOK COUNTY Chairman [SEAL] Attest: ~ Secretary Date of Execution by Financing Member: , 1990. VILLAGE OF MOUNT PROSPECT [SEAL] Attest: WITNESS our signatures and the corporate seal of the Village this May 1, 1990. [SEAL] Village Clerk Village Treasurer -6- EXKXBIT A (To Interim Pro~eot Use Agreement) ADDiLBSSEO FOR NOTICES Name Address Village of Arlington Heights 33 South Arlington Heights Road Arlington Heights, Illinois 60005 Attention: Village Manager Village of Barrington 206 South Hough Street Barrington, Illinois 60010 Attention: Village Manager Village of.Buffalo Grove 50 Raupp Boulevard Buffalo Grove, Illinois 60089 Attention= Village Manager City of Des Plaines 1420 Miner Street Des Plaines, Illinois 60016 Attention: City Manager Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007 Attention: Village Manager City of Evanston 2100 Ridge Avenue Evanston, Illinois 60204 Attention: City Manager Village of Glencoe 675 Village Court ~lencoe, Illinois 60022 Attention: Village Manager Village of Glenview 1225 Waukegan Road Glenview, Illinois 60025 Attention: Village Manager Village of Hoffman Estates 1200 North Gannon Drive Hoffman Estates, Illinois 60196 Attention: Village Manager 'Village of Inverness 1400 Baldwin Road Palatine, Illinois 60067 Attention: Village Clerk Village of Kenilworth 419 Richmond Kenilworth, Illinois 60043 Attention: Village Manager Village of Lincolnwood 6918 N0r~h Keeler Linc. olnwood, Illinois 60646 Attention: Village Manager Village of Morton Grove 6101Capulina Morton Grove, Illinois 60053 Attention: Village Administrator Village of Mount Prospect 100 South Emerson Mt. Prospect, Illinois 60056 Attention: Village Manager Village of Niles 7601 Milwaukee Road Niles, Illinois 60648 Attention: Village Manager Village of Northbrook 1225 Cedar Road Northbrook, Illinois 60062 Attention: Village Manager Village of Northfield 361 Happ Road Northfield, Illinois 60093 Attention: Village Manager Village of Palatine .200 East Wood Street Palatine, Illinois 60067 Attention: Village Manager City of Park Ridge 505 Park Place Park Ridge, Illinois 60068 Attention: City Manager City of Prospect Heights 4 East Camp McDonald Road Prospect Heights, Illinois 60070 Attention: City Administrator City of Rolling Meadows 3600 Kirchoff Road Rolling Meadows, Illinois 60008 Attention: City Manager Village of Skokie 5127 West Oakton Skokie, Illinois 60077 Attention: Village Manager -2- Name Address Village of South Barrington 30 South Barrington Road P.O. Box Barrington Barrington, Illinois 60010 Attention: President Village of Wheeling P.O. Box V (255 W. Dundee) Wheeling, Illinois 60090 Attention: Village Manager Village of Wilmette 1200 Wilmette Avenue Wilmette, Illinois 60091 Attention: Village Manager Village of Winnetka 510 Green Bay Road Winnetka, Illinois 60093- Attention: Village Manage~ -3- &llocation of Liabil~y Name of Municipality ~ Proportionate Shar~ Arlington Heights 66,116 8.71% Barrington 9,029 1.19 Buffalo Grove 32,337 4.26 Des Plaines 55,374 7.30 Elk Grove Village 33,205 4'.37 Evanston 73,706 9.71 Gle~coe 9,200 1.21 Glenview 33,131 4.37 Hoffman Estates 44,761 .5.90 Inverness 5,220 0.69 Kenilworth 2,708 0.36 Lincolnwood 11,921 1.57 Morton Grove 23,747 3.13 Mount Prospect 52,634 6.93 Niles 30,363 4.00 Northbrook 33,206 4.38 Northfield 4 887 0.64 Palatine 34 262 4.51 Park Ridge 38 704 5.10 Prospect Heights 13 262 1.75 Rolling Meadows 21 861 2.88 Skokie 60 278 7.94 South Barrington i 804 0.24 Wheeling 26 276 3.46 Wilmette 28,221 3.72 Winnetka 12,772 1.68 THEOOOR J. WATTEN ER Village of Mount Prospect JOHN FULTON OIXO~. WL~$CLERK 100 9. Emerson Moun~ F~rosoect, Illinois 9005E~ CAROL A. FIELOS ~home: 708 / 392-6000 ~a~ 1, 19~0 Fax: 708/392-6022 Solid Waste Agency of John Nuveen & Co., Inc. Northern Cook County Chicago, Illinois 60606 Des Plaines, Illinois 60016 Chapman and Cutler Chicago, Illinois 60603 Re: Solid Waste Agency of Northern Cook County $16,250,000 Contract Revenue Notes, Series 1990 Ladies and Gentlemen: I am Attorney for the Village of Mt. Prospect, Cook County, Illinois (the "Member"). In connection with 'the ~ssuance on this date by the Solid Waste Agency of Northern Cook County (the "Agency") of $16,250,000 aggregate principal amount of its Contract Revenue Notes, Series 1990 (the "Notes"), I have examined the following: 1. The organization of the Member. 2. The proceedings of the President and Board of Trustees of the Member (the "Authorizing Proceedings") authorizing among other things, Ordinance No. 4162 (the "Authorizing Ordinance") approving and authorizing the execution of an Interim Project Use Agreement between the Agency and the Member (the "Interim Agreement")~. Based on the foregoing and upon such other investiga- tions and such other information and documents furnished to me as I believe necessary to enable me to render this opinion, I am of the opinion that: (i) The Member is a duly organized and validly exist- ing municipal corporation and political subdivision of the State of Illinois and is a home rule unit of government. The Member has full power and authority to adopt the Autho- rizing Ordinance, to execute and deliver the Interim Agree- ment and to perform its obligations under the Interim Agree- ment and the Authorizing Ordinance. (ii) The Authorizing Proceedings comply in all respects with the procedural rules of the Member and the Illinois Open Meetings Act, Chapter 102, Sections 41 to 46, inclu- sive, Illinois Revised Statutes, as amended. (iii) The officers of the Member and the members of the Board of Trustees of the Member identified in the General Closing Certificate of the President, Village Clerk and Village Treasurer delivered concurrently herewith have been duly elected or appointed, and are qualified to serve as such. (iv) The Authorizing Ordinance has been duly adopted by the President and Board of Trustees of the Member and approved by the President of the Member. The Authorizing Ordinance has not been altered or amended and remains in full force and effect on the date hereof. The Interim Agreement has been duly executed and delivered by the Member and constitutes a legal, valid and binding obligation of the Member. (v) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or to the best of my knowledge after due inqulry (and except as described in the Official Statement of the Agency dated , 1990, relating to the Notes), threat- ened against or affecting the Member or, to the best of my knowledge after due inquiry, is there any basis therefor, wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Member with respect to the Authorizing Ordinance or the validity or enforceability of the Authorizing Ordinance, or the rights of the officers of the Member to their respective offices. (vi) The adoption of the Authorizing Ordinance will not violate any court or administrative order binding on the Member and will not result in any breach or violation of any contract or agreement to which the Member is a party. (vii) No approval, consent, order or authorization of any governmental or public agency is required in connection with the valid authorization and execution by the President and Village Clerk of the Interim Agreement and the performance of the Village's obligations under the Interim Agreement and the Authorizing Ordinance. Nothing in this letter should be construed, nor is it meant, to offer any opinion on whether the Notes, or their issu- -2- nce and delivery (or the execution and delivery of any document in connection therewith) complies with any state or federal securities or blue sky laws with respect to registration of the Notes, or regulations promulgated thereunder. With respect to registration of the Notes, this letter furthermore offers no opinion as to whether the interest on the Notes is exempt from any state or federal taxation or whether the Notes and their issuance are in compliance with the Internal Revenue Code or regulations promulgated thereunder. Ver~ truly l~----7 -3-