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The City is currently receiving a Host Fee of $2.10 per ton, which is adjusted annually be the
CPI each March 1* (DuPage County gets 25% of this amount. The City also gets $0.10 per ton
more since Groot has the City’s residential waste and recycling contract. The Fire District also
receives $0.10 per ton. Groot writes one check to the City and then the City Council approves
the amounts paid to DuPage County and the Fire District quarterly via the Corporate
Disbursement Report. The annual amounts collected beginning in 2010 are as follows:
Amount to
Revenue Expenditure City
2018 $573,115 $156,046 $417,069
2017 $626,144 $170,744 $455,400
2016 $713,942 $194,946 $518,996
2015 $662,242 $180,908 $481,334
2014 $601,795 $165,186 $436,609
2013 $556,858 $152,433 $404,425
2012 = $547,314 $150,031 $397,283
2011 $565,290 $155,274 $410,016
2010 $578,251 $159,067 $419,184
Proposed Waste and Recycling Transfer Facility Host Agreement Benefits
Lakeshore Recycling Systems (LRS) is proposing to a Transfer Facility with sufficient capacity
to receive and transfer to landfills an annual average of 1,500 tons of municipal waste and hydro
excavation (west dirt that needs to be solidified) waste per day. Recently, LRS has been awarded
the residential hauling contracts in Lisle, Wheaton, St. Charles, Geneva and Elburn. After the
first few months of operation, it is estimated that approximately 750 tons/day would be averaged
being processed at the Facility.
The host fee is proposed to be $2.45 per ton, with an additional $0.40 per ton if the City switches
to LRS for its residential hauling contract. This amount would increase annually each January 1*
based upon the CPI. The revenues the City would receive from the facility would be between an
estimated $529,000 - $615,000 depending on whether or not LRS is awarded the City’s
residential hauling contract after December 31, 2018..
All City legal expenses associated with the Host Agreement will be reimbursed, up to $15,000.
All City expenses associated with the pre-filing review will be reimbursed, up to $35,000. All
City expenses including legal and consulting fees associated with the siting hearing and process
will be reimbursed 100%.
The City annually incurs costs associated with the removal of refuse, wood chips, stumps, logs,
clean construction demolition debris, cement and asphalt, which ranges from $45,500 - $55,000
annually. The Host Agreement has a provision that would allow City staff to dump 2,500 tons of
these items per year at no charge (with a cap on refuse of 800 tons, which is about what we
dispose of annually). In addition, the Agreement contains language that will allow residents to
drop off electronics at no charge every day of the week, unlike just Saturdays, which is in our
contact with Groot.!
' Residents will be charged $35.00 for large e-waste such as CRT monitors and big screen televisions, which is
LRS’ cost; this will be waived should LRS get the City’s residential hauling contract.

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LRS agreed to give preference to suitably skilled applicants residing in the City before hiring
applicants residing in other communities for work at the Transfer Facility, and for all work
performed at the Transfer Facility, it will require its contractors to give preference to hiring new
employees from suitably skilled applicants residing in the City before hiring applicants residing
elsewhere. LRS further agreed that it will give preference to firms and businesses located in the
City which provide a competitive price or bid (where bidding is required) and which are capable
of performing the required work before contracting with or otherwise retaining firms and
businesses headquartered elsewhere.
Finally, the Agreement requires LRS to not use City streets (restricted to North Avenue, Kress
Rood and Roosevelt Road) for incoming and outgoing trucks at the transfer station, unless they
are serving West Chicago customers.
Other Agreement Host Fee Amounts
Staff checked two other recent Host Agreements to determine the host fee amounts in 2019; the
amounts shown are the ones that include an extra amount (as WC receives at the DuKane
Transfer Facility) because the operator of the transfer facility also has that community’s
residential hauling contract:
Round Lake Park 0-600 tons $1.95/ton
600-1,000 tons $2.10/ton
Plano 1-499 tons $2.38/ton
500-999 tons $2.43/ton
1,000+ tons $2.49/ton
Batavia 0-400 tons $2.57/ton
400+ tons $2.71/ton
Elgin all tonnage $2.1 1/ton
Using the estimated 750/tons per day average, it results in the following annual amounts
collected by the host municipalities using their respective formulae:
LRS - w City contract $615,600
Batavia $569,232
LRS - w/o City contract $529,200
West Chicago - Groot $486,000
Plano $456,526
Elgin $455,760
Round Lake Park $427,680
Please let me know if you have any questions.

===== PDF PAGE 30 =====
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RESOLUTION NO. 09-R-0016
A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A HOST
COMMUNITY BENEFIT AGREEMENT BETWEEN THE CITY OF WEST
CHICAGO AND LAKESHORE RECYCLING SYSTEMS, LLC FOR A SOLID
WASTE TRANSFER FACILITY
BE IT RESOLVED by the City Council of the City of West Chicago, in
regular session assembled, that Mayor is hereby authorized to execute a Host
Community Benefit Agreement between the City of West Chicago and Lakeshore
Recycling Systems, LLC for a Solid Waste Transfer Facility in substantially the form
attached hereto and incorporated herein as Exhibit “A”.
APPROVED this 1* day of April, 2019
AYES:
NAYES:
ABSTAIN:
ABSENT:
Mayor Ruben Pineda
ATTEST:
City Clerk Nancy M. Smith

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HOST COMMUNITY BENEFIT AGREEMENT BETWEEN
THE CITY OF WEST CHICAGO, DUPAGE COUNTY, ILLINOIS,
AND LAKESHORE RECYCLING SYSTEMS, LLC
FOR A SOLID WASTE TRANSFER FACILITY
This HOST BENEFIT COMMUNITY AGREEMENT ("Agreement") is made as of the
day of » 2019, between the CITY OF WEST CHICAGO,
DuPage County, Illinois ("City") and LAKESHORE RECYCLING SYSTEMS, LLC (""Company”).
RECITALS
WHEREAS, the Company currently operates a solid waste management facility, which
receives, sorts/ separates, recycles and transfers Construction or Demolition Debris (hereinafter
referred to as the C&D Recycling Facility) on the premises legally described in Exhibit A attached
hereto and consisting of approximately 27.81 acres (hereinafter referred to as the “Subject
Property”); and
WHEREAS, the Company plans to file with the City a request for site location approval for
the construction and operation of a new Transfer Facility with sufficient capacity to receive and
transfer to landfills an annual average of 1,500 tons per day of non-hazardous Municipal Waste and
Hydro Excavation Waste (as those terms are defined below) with ancillary truck parking and
storage and maintenance facility combined (“Transfer Facility”); and
WHEREAS, the Company desires to construct the Transfer Facility on the Subject Property
and operate the Transfer Facility in conjunction with the C&D Recycling Facility; and
WHEREAS, the City is authorized by State of Illinois law, pursuant to Section 39.2 of the
Illinois Environmental Protection Act (415 ILCS 5/39.2) to, among other things, receive, hold
hearings, and decide an application for the site location of a pollution control facility proposed to be
located in the City of West Chicago; and
WHEREAS, the City Council of the City of West Chicago (“City Council”) adopted
Pollution Control Facility Site Approval Procedures consistent with Section 39.2 of the Illinois
Environmental Protection Act, for the purpose of preparing a comprehensive approach to the site
location review process of a solid waste pollution control facility in the City of West Chicago; and
WHEREAS, Section 39.2 of the Illinois Environmental Protection Act acknowledges a
local government's power to negotiate and enter into a host community benefit agreement with an
applicant for site location of a pollution control facility; and
WHEREAS, the Company desires to provide certain environmental protection and
compensation to the City with respect to the Transfer Facility, if the Transfer Facility obtains all
required approvals and commences operation; and
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WHEREAS, the City is desirous of obtaining such environmental protections and
compensation, provided that the City shall have no obligation to grant site location approval of the
Transfer Facility unless and until, through the local site location review process, it finds that the
Transfer Facility meets or exceeds all criteria required by 415 ILCS 5/39.2. Regardless of whether
site location approval is granted, this Agreement survives the local site location review process; and
WHEREAS, the City has not consented to, concurred in or objected to the proposed plans
of the Company to develop the Transfer Facility, and nothing in this Agreement shall be deemed by
the Company, the City, other public agencies, or the public to indicate that the City has heretofore
adopted any position on the potential development of the Transfer Facility; and
WHEREAS, if the City grants site location approval of the Transfer Facility, and if
thereafter the Illinois Environmental Protection Agency issues permits for the development and
operation of the Transfer Facility, the Company is willing to pay a host community benefit fee, as
hereinafter set forth, to the City to assist the City in meeting the costs associated with the Transfer
Facility and for other general revenue needs of the City as the City may deem appropriate.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, the City and the Company agree as follows:
ARTICLE 1
DEFINITIONS AND TERM OF AGREEMENT.
Section 1.1 Definitions
"Act" as used in these definitions and this Agreement, shall mean the Illinois Environmental
Protection Act, as amended from time to time (415 ILCS 5/1, et seq.).
"Construction or Demolition Debris" whether or not capitalized, means "clean construction or
demolition debris" as defined by Section 5/3.160(b) of the Act (415 ILCS 5/3.160(b)), or "general
construction or demolition debris," as defined by Section 5/3.160(a) of the Act (415 ILCS
5/3.160(a)).
“Food Scrap” whether or not capitalized and used in any of its grammatical forms, means “food
scrap” as defined in Section 5/3.197 of the Act (415 ILCS 5/3.197).
“Hydro Excavation Wastes” means solid/liquid waste such as hydro/vacuum excavation muds,
underground excavation material, drilling muds, and other similar materials.
"TAC" as used in these definitions and this Agreement, shall mean the Illinois Administrative Code.
"TJEPA" means the Illinois Environmental Protection Agency.
"IPCB" means the Illinois Pollution Control Board.
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"Landscape Waste" whether or not capitalized and in any of its grammatical forms, means
"landscape waste" as defined by Section 5/3.270 of the Act.
"Municipal Waste" whether or not capitalized and used in any of its grammatical forms, means
"municipal solid waste", as defined by Section 5/3.290 of the Act (415 ILCS 5/3.290), except that
such waste does not include Construction or Demolition Debris, Recyclables, Unacceptable Waste,
or Landscape Waste.
"Recyclables" whether or not capitalized and used in any of its grammatical forms, means any
material, which would otherwise be disposed of or discarded, which is separated from Municipal
Waste or Construction or Demolition Debris at the source of generation so as to render it useable in
a process, or alone, such that it can be returned to the economic mainstream in the form of raw
materials or products. Examples of recyclables are newspaper, glass bottles, high density,
polyethylene containers, aluminum food and beverage containers, chipboard, and corrugated
containers. Recyclables do not include any materials removed or separated from, or containing
Unacceptable Wastes.
“Regular Business Hours” of the Transfer Facility shall mean 4:00 a.m. to 12:00 a.m. on weekdays
and 4:00 a.m. to 12:00 p.m. on Saturdays, with no operation on Sundays or the six major Federal
holidays (New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas), provided that on the Saturday following any Federal holiday Regular Business Hours
may be extended by the Company to 12:00 am. The Regular Business Hours for accepting
Municipal and Hydro Excavation Waste may be extended but only upon the prior approval of the
City, such approval being in writing.
"Solid Waste" whether or not capitalized, means Municipal Waste, Landscape Waste, Food Scrap, ,
and Construction or Demolition Debris, including those materials in these classifications that have
received a Beneficial Use Determination (BUD) designation by the IEPA, as those terms are
defined in this Section.
"Transfer Facility" whether or not capitalized, means, "Transfer Station" as defined by 5/3.83 of the
Act (415 ILCS 5/3.83), including the property on which the Transfer Station is located, and
specifically references the Transfer Facility the Company desires to construct and operate located
on approximately 27.81 acres at 1655 Powis Road, Illinois, permanent parcel #01-32-101-004 and
#01-32-200-001, at the property described on Exhibit A.
"Unacceptable Waste" whether or not capitalized and used in any of its grammatical forms, means
(a) "hazardous waste" as defined by Section 5/3.15 of the Act (415 ILCS 5/3.15) or by 35 IAC
721.03; (b) "industrial process waste" as defined by Section 5/3.235 of the Act (415 ILCS 5/3.235),
except allowable special waste and such industrial process waste which poses no present or
potential threat to human health or the environment and which has no inherent properties which
makes its disposal in a landfill difficult to manage by normal means, and which has been
specifically approved by the IEPA; (c) "pollution control waste" as defined by Section 5/3.335 of
the Act (415 ILCS 5/3.335); (d) "sludge" as defined by Section 5/3.465 of the Act (415 ILCS
5/3.465); (e) "potentially infectious medical waste" as defined by Section 5/3.360 of the Act; (f)
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===== PDF PAGE 34 =====
[Extraction: OCR (rendered-page OCR)]
"special waste" as defined by Section 5/3.475 of the Act; (g) "polychlorinated byphenyls" as
defined in the Toxic Substances Control Act, 15 U.S.C. Section 2601-2692, or regulations
promulgated thereunder; (h) source, special or byproduct nuclear materials, radioactive waste, high-
level or low-level radioactive waste, or transuranic waste as defined in the Atomic Energy Act, 42
U.S.C. Sections 2014, et seq., or regulations promulgated thereunder; or (i) "asbestos" as defined in
40 CFR 763.83, except that Unacceptable Waste does not include Hydro Excavation Waste.
Section 1.2 Term
This Agreement commences on the date executed and continues in force and effect until the
Transfer Facility ceases to operate and is no longer permitted by the IEPA to accept Muncipal
Waste and/or Hydro Excavation Waste. In addition, the City may terminate this Agreement if the
Company is in default of this Agreement as provided in Section 4.2. The terms of this Agreement
that are specifically extended beyond termination (i.e., as provided in Sections 2.1, 2.2, 2.3, 4.1, 4.6,
4.7, 4.8, 4.9, and 5.2), survive this term provision. The Company, in turn, may, at its sole
discretion, terminate this Agreement if it determines that it is no longer economically desirable to
operate the Transfer Facility and it rescinds its IEPA permit to operate. The Company agrees that,
should this Agreement be terminated, the Company will immediately remove all Muncipal Waste
and/or Hydro Excavation Waste from the Transfer Facility and stop its operations and receipt and
acceptance of Muncipal Waste and/or Hydro Excavation Waste.
ARTICLE 2
ENVIRONMENTAL PROTECTIONS
Section 2.1 Compliance with Laws
The Company shall comply at all times, in connection with the development and operation
of the Transfer Facility, with: all laws, ordinances, and final and non-appealable conditions of this
site location (should it be approved by the City); conditions and requirements of any permit that is
issued for development or operation of the Transfer Facility; modified or amended rules and
regulations and ordinances of any Federal, State or local governmental agency or authority relating
to the development, operation, monitoring, remediation, or closure of the Transfer Facility; and, this
Agreement. In addition, should the Company obtain approval from the City, pursuant to Section
39.2 of the Act, but contest on appeal, one or more conditions, if any, placed on such approval, the
Company agrees that, with respect to such contested condition(s), it will not commence permitting,
development, construction or operation of the Transfer Facility, until a final decision has been
entered by the IPCB . With respect to the closing of the Transfer Facility, the Company agrees to
comply with any government ordinance, rule, law or directive as to post-closure requirements and
pay the entire costs associated therewith. This Section 2.1 survives the termination of this
Agreement.
Section2.2 Waste Acceptability
The Company shall only allow Solid Waste and/or Hydro Excavation Waste to be
intentionally accepted at, transported to, stored at, or otherwise present at the Transfer Facility. All
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[Extraction: OCR (rendered-page OCR)]
od re) ~ )
Municipal Waste and/or Hydro Excavation Waste, except when being transported to or from the
Transfer Facility, must be kept inside (i.e., within a fully enclosed area of) the Transfer Facility.
Unacceptable Waste accepted at, transported to, stored at, or otherwise present at, on, or in the
Transfer Facility shall be properly removed within 24 hours. Willful violation of this prohibition of
Unacceptable Waste is a material breach of this Agreement and enforceable by injunction, or any
other legal theory, and the enforceability of this provision survives the termination of this
Agreement.
The Company agrees that it shall not receive at the Transfer Facility more than 1,500 tons of
Municipal Waste and/or Hydro Excavation Waste per day (calculated on a rolling twelve (12)
month average, based on 5.5 days per week), except with the prior written approval of the City.
The parties may at any time by mutual agreement modify this provision, and such modification
shall not be considered an event which triggers the requirement of local siting approval.
Section 2.3 Defense and Indemnification and Insurance
The Company covenants and agrees at Company's sole cost and expense to defend,
indemnify and hold harmless the City, individual members of the City Council, and any and all
employees, agents, officers, or representatives of the City (collectively "City Affiliates"), from and
against all claims, suits, actions, administrative enforcement proceedings, losses, damages of all
kinds, costs, expenses, fines and penalties, attorneys’ fees and expenses of litigation, of any nature
whatsoever, relating in any way directly or indirectly to the Transfer Facility where the same are
caused by the Company’s negligence, willful misconduct or breach of this Agreement. This
includes, but is not limited to, any condition or occurrence, or any release, discharge or emission at,
onto, above, under, through or from the Transfer Facility; or the Company’s execution,
performance, or non-performance of this Agreement or of any conditions placed on siting (should
the facility be approved or the operations of the Company conducted at the Transfer Facility). This
includes, but is not limited to, any claims of injury to any person (including, but not limited to
death) or property for violation of or non-compliance with any law, ordinance, rule or regulation
(including without limitation any environmental, health, antitrust, civil rights, employment or trade
law, or statutory or common law obligation or liability). The Company shall with the advice and
consent of the City (which consent shall not be unreasonably withheld, conditioned or
delayed)assume the defense of all suits, administrative proceedings and disputes of any description
with all persons, entities, political subdivisions or government agencies arising out of the matters to
be indemnified under this Agreement. In the event of a written offer to settle such matter on
monetary terms only, and the Company wishes to accept and pay the same, but the City does not
agree to suchsettlement, the Company shall pay the amount to the City and the City shall assume
the further defense of the matter, and Company shall have no further liability for defense or
indemnification, provided however, that the foregoing shall not apply to any non-monetary terms of
an offer, such as where consent to an injunction is stated as a term in the offer to settle.In the event
that the City or any of the City Affiliates is/are named as a defendant(s) in any lawsuit arising out of
the matters to be indemnified under this Agreement, the Company shall have the right to choose the
attorney(s) who represent(s) them in said lawsuit, and the reasonable costs, expenses and fees
associated with said attorney(s) in relation to said lawsuit shall be paid by the Company pursuant to
the indemnification provisions herein. City shall have the right to reject said choice in the event of
actual conflict of interest or if the attorney has a family relationship to any City employee, officer,
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[Extraction: OCR (rendered-page OCR)]
or official,.and in any event, the City shall have the right to participate at its own expense in any
proceeding, claim, suit or action. Company shall pay, promptly upon entry, any nonappealable
order, judgment or other final resolution of any claim or dispute arising out of the matters to be
indemnified under this Agreement and shall pay promptly when due any fines, penalties or agreed
settlements arising out of the matters to be indemnified under this Agreement. In the event that
such payment is not made, the City or any City Affiliate, at their sole discretion, may proceed to file
suit against the Company to compel such payment. The City Affiliates shall give reasonable notice
of the service of any suit upon them to the Company, and shall give reasonable notice of any claim,
action, administrative proceeding, loss or other damages. In the event of a claim or suit against
Company arising out of the sole negligence, willful misconduct or breach of this Agreement by the
City or any City Affiliate, City shall be obligated to defend and indemnify Company on the terms
set forth in this section.. The City shall be responsible on the same terms as the Company’s
responsibility is based for indemnification of any injury or damage to the extent the same results
from the sole negligence, willful misconduct or breach of this Agreement by the City or any City
Affiliate. In addition, nothing in this Agreement shall be construed as a waiver of any common law
or statutory immunity the City may have to such liability. This Section 2.3 survives termination of
this Agreement.
Nothing in this Section shall be construed as a waiver of any rights either party may have
with regard to contesting its alleged obligation for defense and indemnification by way of
Declaratory Judgment or otherwise.
Further, any defense and indemnity provided herein is independent of and shall not be
limited by reason of the enumeration of any insurance coverage which the Company has obtained.
In that regard, Company shall purchase and maintain the following types of insurance with the
following aggregate coverage limits: (a) General Liability - $5,000,000; (b) Automobile Liability -
$5,000,000; and (c) Workers Compensation - $3,000,000. Such insurance shall include the City of
West Chicago as an additional insured, except for workers’ compensation insurance, on a non-
contributory primary basis and, if such coverage is commercially available, shall include
"Occurrence" basis wording or provide for other substantially similar coverage that protects the
City against the equivalent risks issued by a company or companies qualified to do business in the
State of Illinois . A Certificate of Liability Insurance in substantially the form of the sample
Certificate of Liability Insurance attached as Exhibit C shall be filed with the City, and this
Certificate of Liability Insurance and the insurance policies required by this Section shall contain a
provision that coverage afforded under the policies will not be canceled or allowed to expire until at
least thirty (30) days prior written notice (ten (10) days in the case of nonpayment of premium) has
been given to the City. Company assures the City that a valid Certificate of Insurance will be in the
City’s possession at all times.
ARTICLE 3
HOST FEES
Section 3.1 Purpose
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===== PDF PAGE 37 =====
[Extraction: OCR (rendered-page OCR)]
ws s
In consideration of the additional fees and costs to be incurred by the City, should the West
Chicago City Council approve the Transfer Facility site location and should the Company build the
Transfer Facility and begin accepting Municipal Waste and/or Hydro Excavation Waste, the
Company agrees to pay the City the following fees.
Section 3.2 Quantity Based Fees
The Company shall pay to the City a base fee as provided below for each ton of Municipal
Waste and/or Hydro Excavation Waste, except landscape waste and recyclables, received at the
Transfer Facility (whether received in the same or separate vehicles) from the first date Muncipal
Waste and/or Hydro Excavation Waste is received through the termination of this Agreement. In
the event the Transfer Facility accepts Food Scraps either in dedicated truckloads or commingled
with Landscape Waste, the Company agrees to pay the per ton fee provided for in this section on
the Food Scraps accepted at the Transfer Facility. The parties agree to work together to track and
implement the mechanisms needed to assure the City payment on Food Scraps. The parties agree
that the initial concept for implementing such a program may but need not necessarily be as the
following language which is included herein for illustrative purposes only: “in order to determine
the amount of Food Scrap accepted at the Transfer Facility that has been commingled with
Landscape Waste from residential sources, the Company shall annually weigh and track the amount
of Food Scrap it receives during the months of January, February and March when Food Scrap is
not commingled with Landscape Waste. The Company shall determine a monthly average based on
these three months and shall pay the City the per-ton fee on Food Scraps for those three months and
for the remaining nine months of the calendar year based on the monthly average computed for that
calendar year. If the Company receives Food Scraps from non-residential sources, for example
grocery stores, restaurants and food processing firms, the Company shall pay the City the per ton
fee on those Food Scraps based on the actual weights received. The Company shall provide the
City with the data and calculations used to compute the monthly average by April 10 of each year
and the City shall either accept or reject the monthly average proposed by the Company by April 20
of each year.” Beginning on January 1, 2021, the annual increase provision in Section 3.3 will be
used to determine the per-ton fee.
Per Ton Fee
The Company shall pay the City a Host Benefit Fee equal to two dollars and forty-five
cents ($2.45) per ton of Muncipal Waste and/or Hydro Excavation Waste received at the Transfer
Facility. Per-ton fees shall be payable only if, as and when waste is received and accepted at the
Transfer Facility.
If the Company is awarded the City contract for curbside and/or alley collection and
disposal of refuse, recyclable, and yard waste from all present and future single-family residences
and multiple family dwellings of four (4) or less residential dwelling units in the City, the Company
shall pay the City a separate Collection Fee of $0.40 for each ton of Municipal Waste received at
the Transfer Facility. The Collection shall be paid from the first date Municipal Waste is received
at the Transfer Facility pursuant to the City contract through the terminaton of the City contract.
Section 3.3: Annual Increase
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[Extraction: OCR (rendered-page OCR)]
Beginning as of January 1, 2021, and as of each January 1 thereafter, the per-ton fees
described in Section 3.2 above will be adjusted from the per-ton fees of the previous year by the
percentage change during the previous year in the Revised Consumer Price Index for All Urban
Consumers (CPI-U) published by the United States Department of Labor — Statistics for the
Chicago-Gary-Kenosha area, provided, however, that at no time shall the increase be less than 0%
or greater than 4%. If the Consumer Price Index for All Urban Consumers shall cease to be
published in the time frame described above, the City and Company shall designate a comparable
time frame or index, which shall then be used for determining the annual rate of adjustment.
Section 3.4 Identification and Weight of Receipts
The Company shall weigh all receipts of Solid Waste and/or Hydro Excavation Waste on a
certified scale, which is inspected at least once each calendar year by the Company, and a copy of
said inspection shall be provided to the City upon request. In addition, the Company shall identify
for the City, in writing, a listing of all receipts categorized by date, type of Solid Waste and/or
Hydro Excavation Waste and other material in each receipt (if not Solid Waste and/or Hydro
Excavation Waste), and weight of Solid Waste and/or Hydro Excavation Waste (or other material if
not Solid Waste and/or Hydro Excavation Waste) in each receipt, so that the City can determine by
its review of these records the number of incoming vehicles, the type of vehicle and identification
of the hauling entity or person (in the case of an individual rather than business hauler), the load
weight and total weight of each vehicle, and the type of waste or material contained on each vehicle
received at the Transfer Facility each calendar day.
Further, the Company shall keep records of outgoing Solid Waste and/or Hydro Excavation
Waste, such that the City can determine by its review of these records the number of outbound
vehicles, the type of vehicle, the destination of each vehicle, and the type of waste contained on
each vehicle leaving the Transfer Facility each calendar day. In addition, should the City request
records concerning the load weight and total weight of each outbound vehicle, the Company agrees
to provide that information, from weights measured at the Transfer Facility or at the destination of
the vehicles leaving the Transfer Facility, from the time the Company receives the City’s request on
moving forward basis for any time period(s) designated by the City.
Section 3.5: Auditing
The Company shall keep complete and accurate books and records relating to the
determination of the fees described in Article 3, in.an auditable form, including those records
described in Section 3.4. No more than once per year, the Company shall permit the City and its
designated representatives access to such books and records (paper and electronic version) for
inspection and copying. In the event that such inspection reveals any underpayment(s) of the fees
described in Sections 3.2 and 3.3, the Company shall promptly pay the City the amount(s) of such
underpayment(s), and if such underpayment is in excess of $1,500.00, shall reimburse the City for
its reasonable costs and expenses of such inspection and, if necessary, collection, including any
professional and technical fees (including attorneys’ fees) in connection therewith. If any
inspection reveals an underpayment in excess of $1,500, the City may inspect again within six
months. In the event that such inspection reveals any overpayment(s) of the subject fees, the
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[Extraction: OCR (rendered-page OCR)]
we ia + ey
Company may credit the amount of such overpayment(s) against the payments of the subject fees in
subsequent quarters. The City shall give the Company at least seven (7) days notice before
incurring such costs and expenses but nothing in this Agreement or this Section shall limit the City's
right and ability to review, inspect, copy and audit the Company's books and records as set forth in
this Section.
Section 3.6: Payment Schedule for Fees
The fees described in this Article shall be paid on a quarterly basis. The quarterly payments
shall be calculated on a calendar-year basis; that is, they shall be calculated for the three-month
periods ending on the last day of March, June, September and December of each year during the
term of this Agreement and any extension thereof. The payment shall be made not later than forty-
five (45) days after the last day of the preceding quarter and shall be limited to the Solid Waste
transferred during the quarter to which it applies. Past due payments of the fees shall be subject to a
late charge of one-and-one-half percent (1’2 %) per month or fraction of a month for which the
payment is late. Payment of such interest shall not otherwise excuse or cure any default by the
Company under this Agreement.
Section 3.7: Inspection and Enforcement
If the Company is charged by the City with having violated any City enforceable law,
ordinance, rule or regulation, or any of the Company’s permit or site location approval conditions,
the Company will be given a corrective notice along with a deadline to comply. If the Company
fails to come into compliance and correct the violation, the City will proceed to issue a citation that
requires the Company to appear at an Administration Adjudication hearing or the City will proceed
through the court process. If the Company is found by a court or through the Administration
Adjudication process to be guilty of such violation, or if the Company admits guilt or pleads no
contest to such violation, the Company shall reimburse the City for all reasonable fees and costs
associated with the City’s investigation and prosecution of such violation, including, but not limited
to, attorneys’ fees. Additionally, Company agrees to pay upon a finding or admission of guilt or a
plea of no contest to the City $500.00 per day as liquidated damages, for each day after notice of
such violation was received until the violation is cured, for the Company’s violation of the
provisions of this Agreement which require compliance with any City enforceable law, ordinance,
tule or regulation, or any of the Company’s permit or site location approval conditions or
requirements, or siting conditions (such as conditions concerning tarping or untarping of vehicles,
pick-up or clean-up of litter, noise control, odor control, vector control, dust control, or random load
inspections),. The $500.00 liquidated damages provision shall increase annually, pursuant to the
manner and method set forth in Section 3.3 of this Agreement.
ARTICLE 4
MISCELLANEOUS
Section 4.1: Assignment
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re we
The Company shall not assign or attempt to sublet this Agreement or any interest in this
Agreement or any right or privilege appurtenant to this Agreement without first obtaining the City’s
written consent, which consent shall not be unreasonably withheld, conditioned or delayed:
provided, however, that the Company may assign or transfer its interest in this Agreement to an
affiliate of the Company without consent in the event that the affiliate is more than 50% owned by
the Company. In addition, no transfer of any ownership or other interest in the Transfer Facility
may be made without the prior written approval of the City, which approval shall not be
unreasonably withheld, conditioned or delayed. The right to seek assignment or approval may
occur only if all payments to the City by the Company have been made and if the Company is not
otherwise in default in connection with obligations under this Agreement. If the Company requests
the City’s consent to an assignment of this Agreement or approval of a transfer of ownership or
other interest in the Transfer Facility, the Company shall submit written notice containing at least
the following information, plus any information required by the City’s ordinance pertaining to such
assignment request, should such an ordinance be in existence at the time of the request:
(a) The name of the proposed assignee;
(b) The terms of the proposed assignment except that Company is not required to
disclose consideration, price or payment terms
(c) | The nature of business of the proposed assignee and the proposed use by the
assignee; and
(d) Information relating to the financial responsibility and general reputation in the solid
waste field of the proposed assignee that City may require.
In the event of the City’s agreement to assignment, the proposed assignee shall agree to the
following:
(e) To assume all obligations and duties of the Company under this Agreement and any
conditions placed on the site location approval by the City;
(f) To be bound as an original party to this Agreement; and
(g) | To make any and all payments due under this Agreement and/or assignment to City
directly at its offices, as such payments become due; and
Subject to the provisions of this Agreement limiting the right to assign this Agreement shall
be binding on and inure to the benefit of the parties and their heirs and successors. Furthermore, in
the event of an approved assignment or transfer, the Company shall remain primarily responsible
for all obligations and liabilities of this Agreement which accrue prior to the execution of any
approved assignment or transfer. Transfer of a fifty-percent (50%) or greater interest in the |
Company to another owner or owners shall be deemed an unpermitted transfer under this Section,
unless made with the approval of the City. The City may require an additional written commitment
from the assignee or transferee to assume and comply with the duties and obligations of this
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I
Agreement. The City shall not unreasonably withhold, condition or delay approval of a proposed
assignment or transfer. This Section 4.1 survives termination of this Agreement.
Section 4.2: Default
The occurrence of any one or more of the following constitutes a “default” by the Company
under this Agreement. Should the Company be in default of this Agreement, the City may, at its
sole discretion, terminate this Agreement.
(a)
(b)
Section 4.3:
The failure by the Company to pay any fee due and payable under this Agreement; if
the Company does not cure such failures within thirty (30) days after notice thereof
from the City to the Company;
The failure by the Company to observe or perform in any material respect pursuant
to Section 2.1 of this Agreement or any other provision of this Agreement, if the
Company does not cure such failure within thirty (30) days after notice thereof from
the City to the Company. In the event such failures cannot reasonably be cured
within thirty (30) days, the Company must, before the thirtieth day: notify the City
that it cannot complete its cure, present the City with a plan and timeline (which
meets with the reasonable approval of the City) for completing the cure and
implementing a plan to prevent the same or a similar failure from occurring again,
and diligently continue to cure such failures during the initial thirty (30) day cure
time period and any additional period beyond the thirty (30) days approved by the
City. However, to the extent the Company’s default under this Agreement concerns
its failure to comply with Section 2.2 (Waste Acceptability), the more restrictive
provision (this or Section 2.2) shall control in determining whether the Company is
in default of this Agreement;
The Company admits in writing its inability to pay its debts as they mature and
makes an assignment for the benefit of creditors or applies for or consents to the
appointment of a trustee or receiver for the Company or a major part of its property;
A trustee or receiver is appointed for the Company or for a major part of its property,
and it is not discharged within ninety (90) days after such appointment; or
Bankruptcy, reorganization arrangement, insolvency or liquidation proceedings or
other proceedings for relief under any bankruptcy law, or similar law, for the relief
of debtors are instituted by or against the Company and, if instituted against the
Company, are allowed against it or are not dismissed within 180 days after such
institution.
Notice
Any notice to be given hereunder by either party to the other shall be in writing and be sent
by personal delivery, by overnight delivery service or by registered or certified mail, postage
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prepaid, return receipt requested, and shall be deemed communicated when delivered or three (3)
business days from the date of mailing, whichever is earlier. Notices shall be addressed as set forth
below, but each party may change its address by written notice to the other in accordance with this
Section:
To the City, notice shall be sent to both the City and the City’s Attorney at the following
addresses:
TO THE CITY AT:
Attention: Michael Guttman, City Administrator
Address: West Chicago City Hall
475 Main Street
West Chicago, Illinois 60185
WITH COPY TO THE CITY’S ATTORNEYS AT:
Attention: Dennis G. Walsh, Esq.
Address: Klein, Thorpe and Jenkins, Ltd.
20 N. Wacker Drive - Suite 1660
Chicago, Illinois 60606-2903
To the Company, notice shall be sent to the Company at the following addresses:
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TO THE COMPANY AT:
Attention: Alan Handley
Address: Lakeshore Recycling Systems, LLC
6135 Oakton Street
Morton Grove, Illinois 60053
Section 4.4: Agreement Controls
This Agreement constitutes the entire understanding of the parties hereto relating to the
subject matter contained herein, except that it does not, in any way, constitute the City’s agreement
or obligate the City to approve the Company’s site location application. If such application is filed
with the City and if such application is approved by the City, this Agreement is to be read as an
additional obligation and not as superseding the Company’s obligation to comply with any
conditions of the City’s site location approval and any laws, ordinances, rules or regulations
applicable to the site or Transfer Facility.
Section 4.5: Captions
Captions of the Articles, Sections and paragraphs of this Agreement are for convenience or
reference only, and the words contained therein shall in no way be held to explain, modify, amplify
or aid in the interpretation, construction or meaning of the provisions of this Agreement.
Section 4.6: Enforcement of Siting Conditions
The Company agrees that, should the Transfer Facility receive site location approval
pursuant to Section 39.2 of the Act from the City of West Chicago, that any final and non-
appealable conditions imposed on the Transfer Facility or Company as part of such approval are
enforceable by the City against the Company, in the same manner in which the City’s ordinances or
this Agreement are enforceable, or pursuant to a City ordinance, should one be in effect at the time
of the enforcement. Section 4.6 survives the termination of this Agreement.
Section 4.7: Governing Law and Forum for Litigation
This Agreement shall be governed by and construed in accordance with the laws of the State
of Illinois. Any litigation filed by the Company or the City against the other party and involving
this Agreement shall be filed in the Circuit Court of DuPage County, Illinois. Section 4.7 survives
the termination of this Agreement.
Section 4.8: Severability
The provisions of this Agreement shall be deemed to be severable, and the invalidity or
unenforceability of any provision shall not affect the validity and enforceability of the other
provisions hereof. Section 4.8 survives the termination of this Agreement.
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o oy
Section 4.9: Binding Effect
This Agreement shall inure to the benefit of and be binding upon the respective parties
hereto, their successors and assigns. However, nothing in this Section should be construed to allow
the Company to assign its interest in this Agreement unless done pursuant to Section 4.1 of this
Agreement. Section 4.9 survives the termination of this Agreement.
Section 4.10: Force Majeure
Neither party hereto shall be deemed to be in default or to have breached any provision of
this Agreement as a result of any delay, failure in performance or interruption of services resulting
directly or indirectly from acts of God, acts of civil or military authority, civil disturbance, or war or
labor strikes or interruptions, which are beyond the contro! of such non-performing party.
Section 4.11: No Third-Party Beneficiaries
Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any person other than the parties and their
respective successors and assigns, nor shall any provision give any third persons any right or rights
of action against any party to this Agreement.
Section 4.12: Legal and Related Expenses
The Company shall pay the City within 45 days after receiving the appropriate
documentation, the reasonable and necessary costs incurred by the City in the pre-filing review
process, including, but not limited to, staff review time, engineering and other consultant fees and
expenses and attorneys’ fees and expenses. The Company shall reimburse the City, within 45 days
after receiving the appropriate documentation, for such pre-filing review costs. The City agrees that
the pre-filling review costs to be reimbursed by the Company will not exceed $35,000 without prior
written agreement from the Company.
The Company agrees to reimburse the City, within 45 days after receiving the appropriate
documentation, for the reasonable and necessary fees and costs (including, but not limited to
consulting and attorneys' fees. and costs and City staff costs) incurred in connection with the
drafting and negotiation of this Agreement. The City agrees that the host agreement drafting and
negotiation costs to be reimbursed by the Company will not exceed $15,000 without prior written
agreement from the Company.
Section 4.13: Records
In addition to those records described in Sections 3.4 and 3.5, above, the Company shall
provide to the City, upon the City’s request, free of charge and in a timely manner, copies of all of
the following documents in any manner connected with the Transfer Facility:
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i) My rey
1. Documents submitted or received by the Company, its representatives, agents, attorneys,
employees, or consultants to or from any State or Federal government, or any regulatory or
administrative agency, including:
(a) those documents and/or records that are to be submitted by the Company and/or its
agents, representatives or consultants to any state and/or federal environmental
regulatory/compliance agency including but not limited to documents and/or records
which involve changes to the construction or operation of the Transfer Facility;
(b) correspondence and/or other communications of any type, kind or sort with any state
and/or federal environmental regulatory/ compliance agency;
(c) those documents not otherwise subject to attorney client privilege or work product
privilege, and/or records filed with or received from any state or federal regulatory
agency relevant to investigations, inquiries, charges, complaints, citations or notices
of violations made and/or issued by any such governmental authority with respect to
the Company's conduct and/or activity on or related to the Transfer Facility. Draft
settlement decrees and orders, shall not be subject to disclosure to the City.
All such documents and/or records described herein shall be provided to the City prior to, if
reasonably possible, or otherwise contemporaneously with their anticipated submittal by the
Company and/or its agents and consultants to any state and/or local federal regulatory agency, and
the City shall have a reasonable opportunity to review such anticipated submittals and make
comments and/or suggested changes and modifications to the same, which the Company is neither
required to respond to or accept. The Company shall provide the City with any documents and/or
records received by the Company from any state, local and/or federal regulatory agency within ten
(10) days of receipt thereof.
2. . Subject to the limitation in Section 4.13 (1)(c), documents not otherwise subject to
attorney client privilege of work product privilege submitted or received by the Company, its
representatives, agents, employees, or consultants to or from any citizen pertaining to the
development or operations of the Transfer Facility, particularly comments or complaints concerning
such development or operations and including but not limited to the inbound or outbound vehicles
to the Transfer Facility.
3. The Company shall maintain on a daily basis books and records pertaining to the weight
and volume of Solid Waste at the Transfer Facility and the daily traffic count of vehicles utilizing
the Transfer Facility (setting forth the truck number of each vehicle, the weight of waste each
vehicle contains, the classification of waste and its origin). The City, its authorized agents and
representatives shall be permitted to inspect such books and records which the Company shall
maintain. The City shall also be permitted to inspect any and all books, records, data, documents
‘and reports maintained by the Company concerning compliance with any and all applicable federal,
state and local laws, statutes, regulations, rules and/or ordinances relating to the operation of the
Transfer Facility and the waste handling/disposal activities described herein.
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The Company shall maintain a true and accurate copy of any and all books, records, data,
information, documents and reports noted herein at the Transfer Facility.
Section 4.14: Access
402070_3
The Company shall allow any agent duly authorized by the City:
(a)
(b)
(d)
(e)
(ff)
Except in case of emergency, all entries under this 4.14 shall be upon at least one
day notice, and all City representatives entering shall be escorted at all times by
designated Company personnel. Entries pursuant to 4.14(f) shall be only upon
probable cause, as set forth in written notice of the proposed entry, to believe that a
material term of this Agreement has been or is being violated; provided, however,
nothing in this section or this Agreement shall limit in any way the City’s rights
under any of its codes and/or ordinances, including but not limited to any rights of
inspection.
To enter the Transfer Facility at reasonable times. For purposes of this Section,
“reasonable times” means any time during Regular Business Hours and any time not
during Regular Business Hours when persons are at the Transfer Facility and/or
operations are being conducted and/or the City wants to assure that any siting
conditions, local ordinances or contractual provisions between the Company and
City are not being violated during non-operational hours (e.g., if there is a siting
condition or law or regulation prohibiting overnight storage of waste and the
Transfer Facility stops operating at 6:00 p.m., the Company must provide access for
the City to enter the Transfer Facility at any time after 6:00 p.m., if the City desires
to verify the Company’s compliance with the overnight storage restriction);
To have access to and copy at reasonable times any records required to be kept under
the terms and conditions of this Agreement or any local ordinance
To inspect no more than four times per year during Regular Business Hours of
equipment constructed or operated under this Agreement or pursuant to a siting
condition. If such inspection reveals any violation of this Host Agreement or a siting
condition, the City may inspect again within two weeks;
To obtain and remove no more than once per year during Regular Business Hours
samples of any discharge or emission of contaminants or suspected contaminants.
As used in this Section “contaminants” is defined pursuant to Section 3.06 of the Act
(415 ILCS 5/3.06). Any samples obtained shall be split samples and shared with the
Company;
To enter at reasonable times and utilize any photographic, recording, testing,
monitoring or other equipment for the purpose of preserving, testing, monitoring, or
recording any activity, discharge, or emission authorized or prohibited by this
Agreement.
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Section 4.15 City's Use of Transfer Facility
Subject to the force majeure provisions of this Agreement, upon written request of the City,
the Company shall arrange for disposal capacity for all of the residential waste generated within the
City's boundaries which Company is permitted to receive for storage and transfer. The Company's
obligation to secure disposal capacity shall extend only to residential waste which is initially
abandoned or discarded within the City.
The Company agrees that its charges to the City or its contractor for storage, transfer and
off-site treatment, recycling and/or disposal of Municipal Waste will be no greater than the lowest
charges the Company charges any other non-affiliated, non-trans-load, non-swap solid waste
customer with similar volume. If requested by the City, the Company agrees to demonstrate to the
City’s satisfaction that the Company has and is complying with this Section 4.15 including
providing access to all documents and/or records, which may be redacted to avoid disclosure of
customer identities, reflecting the amounts and types of waste accepted by the Transfer Facility as
well as any and all documents, which may be redacted to avoid disclosure of customer identities,
affecting charges assessed to customers and/or users of the Transfer Facility. The City
acknowledges that this is proprietary information and will not disclose the same to any other person
or entity except as required by law.
In addition, upon issuance of an operating permit by the IEPA for the Transfer Facility and
upon the Transfer Facility beginning to accept Municipal Waste and for a period extending through
the term of this Agreement for as long as the Transfer Facility continues to accept Municipal Waste,
City employees may dump up to 2,500 tons per year of the following items: Municipal Waste
(maximum of 800 tons);wood chips, stumps and logs; Construction or Demolition Debris, and
cement or asphalt materials at the Transfer Facility at no cost to the City.
Contractor shall annually provide up to a total of twenty (20) 1-1/2 cubic yard dumpsters or
up to sixty (60) 90 gallon carts (or a combination of dumpsters and carts up to the total
proportionate amounts) for one-time pick up each at special events and/or City use, at no cost where
ease and frequency of collection is deemed to be in the best interest of the City.
Section 4.16 Preference for City Residents and Firms
The Company agrees that it shall give preference to suitably skilled applicants residing in
the City before hiring. applicants residing in other communities for work at the Transfer Facility, to
the extent that such preference does not violate any state or federal employment, civil rights or
similar laws, or union contracts, but the ultimate decision will be left with the Company. Further,
the Company agrees that, for all work performed at the Transfer Facility, it shall require its
contractors to give preference to hiring new employees from suitably skilled applicants residing in
the City before hiring applicants residing elsewhere. The Company further agrees that it shall give
preference to firms and businesses located in the City which provide a competitive price or bid
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(where bidding is required) and which are capable of performing the required work before
contracting with or otherwise retaining firms and businesses headquartered elsewhere.
The Company, at the written request of the City, will notify the City promptly of each job
opening and contract opportunity at the Transfer Facility, and shall use reasonable efforts to provide
such notice not less than forty-eight (48) hours before the Company publicly announces such
opening or opportunity.
The Company agrees to incorporate a courtesy drop-off area into the facility design, for the
convenient use and benefit of the citizens of the City. The drop-off area will accept, at no charge to
the residents of the City subject to providing proof of residency at the time of drop off, up to two
discarded electrical or electronic devices per household per year commonly known as electronic
waste or e-waste, excluding CRT monitors or big screen televisions. CRT monitors or big screen
televisions would be accepted for a fee of $35 per item. If the Company is awarded the City
contract for curbside and/or alley collection and disposal of refuse, recyclable, and yard waste from
all present and future single-family residences and multiple family dwellings of four (4) or less
residential dwelling units in the City, CRT monitors and big screen televisions shall be accepted at
no charge subject to the two devices per household per year limitiation and subject to providing
proof of residencey at the time of drop off. The acceptance of the CRT monitors and big screen
televisions for free shall occur from the first date Municipal Waste is received at the Transfer
Facility pursuant to the City contract through the terminaton of the City contract.
Section 4.17 Traffic Control
All transfer trailer truck traffic entering and existing this site must utilize Powis, Kress and
Roosevelt Roads and North Avenue (IL 64). Site plan and off-site road improvements are subject to
final engineering approval of the Public Works Department and must meet all applicable codes and
ordinances in affect at the time of permitting.
Section 4.18 Transfer Facility Control Measures
The Company shall seek to prevent any waste, litter or debris from being discarded onto
public traveled roads due to the Company's operation of the Transfer Facility and shall abide by a
litter contro! plan as approved by the City as a result of the siting process. . Should the waste, litter
or debris from such operation pose a problem in the reasonable opinion of the City, the City, at its
option, may require the Company to sweep or otherwise clean Powis Road in the City of West
Chicago, as needed. The Company shall keep the Transfer Facility and all buildings and other
improvements built or utilized by the Company in good condition and repair for the term of this
Agreement. In addition:
a. All tipping of Municipal Waste at the Transfer Facility shall be on the tipping floor
inside the transfer building, and, except as provided in Subsection b. below, the
Company shall have the tipping floor free of waste and cleaned with a mechanical
street sweeper by the end of each operating day;
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iv.
vi.
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No Municipal Waste shall be left on the tipping floor inside the transfer building or
outside the transfer building on the Transfer Facility property overnight, except:
is In transfer trailers, provided that such trailers are suitably covered and staged
at least 500 feet from Powis Road right-of-way;
ii. In the event of an emergency, the IEPA or person previously appointed by
the City Council or, in the absence of such an appointment, the Mayor has
given prior approval of temporary overnight storage on the tipping floor
inside the transfer building; and
Empty waste collection containers and empty transfer trailers may be stored outside
the transfer building at least 500 feet from Powis Road right-of-way;
The Company shall conduct all operations in a manner that is protective of the public
health, safety, welfare, groundwater resources and the environment. The Company
shall comply with all City ordinances and all applicable laws, ordinances, rules and
regulations, including but not limited to IPCB regulations and the City code.
At a minimum, the Company shall provide a street sweeper to remove mud, dirt and
dust tracked on to hard surfaces inside and outside the Transfer Facility property
including onto Powis Road within three-fourths (3/4) mile of the Transfer Facility
property on an as needed basis, but not less frequently than daily except during
severe weather conditions (e.g., heavy rains, winter conditions when salt has been
applied to the roadway). All access drives, parking areas, storage areas and vehicle
maneuvering areas of the Transfer Facility property shall be paved and swept with a
street sweeper as needed, but not less frequently than daily;
The Transfer Facility and any area used for the outdoor storage of any material or
equipment will be fenced and visually screened from viewing from off the Transfer
Facility property by means of said fence and appropriate landscaping as approved by
the City.
For.odor control the Company agrees to the following. :
conduct all Municipal Waste handling and transfer operations completely
indoors.
Municipal Waste will be delivered primarily in enclosed vehicles, and tarps will
be required on all non-enclosed loads.
Unloading, transferring, and loading operations for Municipal Waste will be
performed within the building.
Municipal Waste will be removed from the tipping floor with a frequency
adequate to greatly minimize the generation of odors.
The Municipal Waste tipping floor areas will be cleaned with a pressure washer
as needed.
If malodors are detected off-site, the source of odor generation will be removed
from the Site, and the off-site condition will be monitored by Transfer Facility
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personnel to insure against reoccurrence. If a continuous source of odorous
materials is identified, the generator will be contacted and advised that the
materials must be effectively treated for odor control or the service will be
discontinued and the materials no longer brought to the Transfer Facility.
Nothing in this subsection shall limit the Company’s ability to implement new
odor control technologies.
h. The Company agrees to keep the truck doors to the Transfer Facility closed, except
for emergencies and to allow trucks to enter and exit the facility, during Regular
Business Hours.
Section 4.19 Community Relations/Complaint Resolution
As of the date of commencement of development of the Transfer Facility, and for the
balance of the operating life of the Transfer Facility, the Company shall assign and designate a
telephone number and representative which shall be responsible for receipt of inquiries, complaints
and calls which may arise from the public relative to the operation of the Transfer Facility as
outlined in this Agreement. This telephone number will be answered by a person employed or
retained by the Company during Regular Business Hours. The Company shall also provide a voice
mail telephone number and a website for public inquiries and complaints. All complaints shall be
initially investigated by the Company within forty-eight (48) hours. All such complaints and
inquiries received from the public shall be responded to and addressed promptly. The Company
shall also keep a log of the date and time such complaint, inquiry or communication was received,
the nature of the complaint, inquiry or communication, the name of the person initiating such
contact, the date and time which response was made to such complaint, inquiry or communication,
as well as the method in which any such complaint, inquiry or communication was addressed and or
resolved. The Company shall supply the same information as from time to time requested by the
City. In addition, the Company shall provide the City with an emergency telephone number for
contacting the Transfer Facilty Manager after Regular Business Hours in the event of an
emergency.
Section 4.21 Site Location Decision
The City has not, by entering into this Agreement with the Company, predetermined
whether it will grant or deny site location approval for the Transfer Facility or whether the
Company can (or cannot) establish any of the criteria related to site location approval. The City
shall review the Company's application for site location approval for the Transfer Facility on the
Transfer Facility Site in accordance with the criteria set forth by Illinois law as provided for in 415
ILCS 5/39.2.
Section 4.22 Siting Application and Pre-Filing Review
The Company shall provide a siting application consistent with the terms of this Agreement
and the requirements of Section 39.2 of the Act and the City of West Chicago’s Siting Procedures.
Prior to filing the siting application with the City the Company agrees to provide the City an
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opportunity to conduct a pre-filing review of the siting application. The pre-filing review shall
consist of the Company submitting a final draft of the siting application to the City for its review
and comment. The Company agrees to reimburse the City for its pre-filing review costs in
accordance with Section 4.12 of this Agreement.
Section 4.23 Green Building Principles
The Company shall consider utilizing green building principles in the design and operation of
the Transfer Facility. These green building principles used for the design and operation of the
Transfer Facility shall be documented to the City in a memorandum as part of the Pre-Filing review
to be conducted pursuant to Section 4.22 of this Agreement.
City and Company acknowledge that solid waste hauling, transfer and disposal are subject
to possible improvements due to ongoing technological developments. Company agrees to monitor
technological developments relevant to its business, and the parties will periodically discuss the
feasibility and cost effectiveness of incorporating such developments into the Transfer Facility.
Section 4.24 Fees
The Fee, as described in Article VII, Section 14-93(a)(3) of the City’s Code of Ordinances must be
paid by the Applicant at the time an application is filed and additional payments must be made as
required by Article VII, Section 14-93(a)(3) of the City’s Code of Ordinances, before the
application may be considered
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ARTICLE 5
AUTHORITY AND GUARANTY OF PAYMENT
Section 5.1: Authority to Enter Into Agreement
The Company hereby represents and warrants that it is a valid and existing Illinois
corporation, in good standing, authorized to do business in the State of Illinois, and that individuals
executing this Agreement have been duly authorized by the Company to act on its behalf and enter
into this Agreement. In addition, the Company agrees to provide the City, at the time of execution
of the Agreement, with a copy of the corporate resolution authorizing the execution of this
~Agreement.
The Company, by its signature on this Agreement, certifies that it has not been barred from
contracting with a unit of local government as a result of a violation of Section 33E-3 or 33E-4 of
the Illinois Criminal Code (720 ILCS 5/33E-3, 5/33E-4).
Section 5.2: Guaranty of Payment
As additional consideration for and assurance of performance of this Agreement, the
Company and tender to the City and the City accepts, the
Guaranty of Performance and Payment attached to this Agreement as Exhibit B. This Guaranty of
Performance and Payment survives termination of this Agreement.
Section 5.3: Covenants Run with the Land
The parties agree that the covenants, agreements and understandings contained in this
Agreement, which expressly survive its termination touch and concern the Subject Property, and
that such covenants, agreements and understandings shall run with the Subject Property. The
Company agrees that the City may prepare, and the Company shall promptly execute duplicate
originals of an instrument, in recordable form, which will constitute a memorandum of Host
Community Benefit Agreement, attaching an executed copy of this Agreement as an exhibit, and
record such Memorandum in the Office of the DuPage County, Illinois Recorder of Deeds.
Section 5.4: Financial Assurance
The Company shall to provide, if reasonably feasible, a minimum of six (6) months notice
to the City prior to ceasing operations at the Transfer Facility. Regardless of the foregoing, the
Company shall provide to City within seven (7) days notice of any final internal decision to close
the facility. Not less than three (3) months prior to ceasing operations, the Company, at its sole
cost, shall provide to the City financial assurance, in a form reasonably acceptable to the City,
sufficient (as agreed to by the Parties) to cover the costs of properly closing the Transfer Facility,
which financial assurance shall be maintained until the Transfer Facility has been closed in
accordance with all applicable legal requirements. Such financial assurance shall be in the form of
a letter of credit, escrow account, policy of insurance or a guaranty from a creditworthy guarantor.
402070_3 22

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[Extraction: OCR (rendered-page OCR)]
IN WITNESS WHEREORF, the parties hereto have executed this instrument on the day and
year first written above.
THE CITY OF WEST CHICAGO, LAKESHORE RECYCLING SYSTEMS, LLC
DuPage County, Illinois
By: By:
Name: Name:
Title: Title:
ATTEST: ATTEST:
Name: Name:
Title: Title:
402070_3 23

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[Extraction: OCR (rendered-page OCR)]
ExhibitA
LEGALDESCRIPTION
402070_3

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[Extraction: OCR (rendered-page OCR)]
Exhibit B
GUARANTY OF PERFORMANCE AND PAYMENT
, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, does for itself and its successors and assigns, hereby
unconditionally guaranty the full and prompt performance of each and every covenant, condition,
agreement and obligation to be performed and observed by. , including
the payment by , of all sums due and owing to the City Of West
Chicago, DuPage County, Illinois, in and by that certain Host Community Benefit Agreement
entered into between and the City of West Chicago on the day
of , 20_. hereby waives notice of default,
nonpayment, non-performance or non-observance by the City of West Chicago, and proof, notice
or demand to charge under this Guaranty of Performance and
Payment. hereby consents to each and every extension of time
that the City of West Chicago may grant to under the said Host
Community Benefit Agreement. expressly agrees that the validity
of this Guaranty of Performance and Payment shall in no way be terminated, affected or
impaired by reason of the assertion by the City of West Chicago against
of any of the rights or remedies reserved to the City of West
Chicago pursuant to the provisions of the said Host Community Benefit Agreement.
further covenants and agrees that this Guaranty of Performance and
Payment shall remain and continue in full force and effect as to any renewal, modification or
extension of the said Host Community Benefit Agreement.
hereby represents and warrants that it is a valid and existing
corporation organized under Illinois law, in good _ standing. Additionally,
hereby represents and warrants that the individual executing
this Guaranty of Performance and Payment has been duly authorized by
to act on its behalf and enter into this Guaranty of
Performance and Payment. Further, agrees to provide the
City, at the time of execution of this Guaranty of Performance and Payment, with a copy of the
-- gesolution authorizing the execution of this Guaranty of Performance and Payment. Further,
agrees that this Guaranty of Performance and Payment shall
be governed by and construed in accordance with the laws of the State of Illinois. Any litigation
filed by the City or against the other party and involving this
Guaranty of Performance and Payment or the Host Community Benefit Agreement to which this
Guaranty of Performance and Payment relates, shall be filed in the Circuit Court of DuPage
County, Illinois. further covenants and agrees that in any
action or proceeding brought by the City of West Chicago or
on any matters whatsoever arising out of, under or by virtue of the terms of the said Agreement
or this Guaranty of Performance and Payment, shall and
hereby does waive trial by jury.
402070_3

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[Extraction: OCR (rendered-page OCR)]
, by its signature on this Guaranty of Performance
and Payment, certifies that it has not been barred from contracting with a unit of local
government as a result of a violation of Section 33E-3 or 33E-4 of the Illinois Criminal Code
(720 ILCS 5/33E-3, 5/33E-4).
agrees to pay all expenses, including reasonable
attorney's fees, incurred by the City of West Chicago in enforcing this Guaranty of Performance
and Payment.
By:
Its:
And
By:
Its:
Dated: > 20
402070_3

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[Extraction: OCR (rendered-page OCR)]
elected, qualified and acting
, a corporation duly organized and existing under the laws of
Certificate
The undersigned, , hereby certifies that he is the duly
of
the State of Illinois (the “Corporation”); that as such officer, he is in charge of the Minute Book
and other corporate records of said Corporation; that the following is a full, true and correct copy
of the resolutions appearing in the records of the Corporation, and that said resolutions were
adopted by a legal majority of the Board of Directors of said Corporation, at a meeting thereof
duly and regularly held on
; and the undersigned further certifies
that as of the date hereof, said resolutions have not been rescinded or modified and are in full
force and effect.
402070_3
Resolved, that any two officers of the Company be, and hereby are, authorized
upon such terms and conditions as they shall deem proper to execute and deliver
for and on behalf of the Company such guaranty agreements and other
instruments or written obligations of the Company as may be desired or required
in connection with the Guarantees containing such terms and conditions as may
be acceptable or agreeable to any two of said officers, such acceptance and
agreement to be conclusively evidenced by any two of said officers’ execution
and delivery thereof;
Further Resolved, that the Company’s execution of any guaranty agreements and
other instruments or written obligations in connection with Guarantees, in the
judgment of the Board of Directors, may reasonably be expected to benefit,
directly or indirectly, the Company;
Further Resolved, that any two of said officers, are hereby authorized in the
name of an on behalf of the Company to take such further action and to do all
things that may appear in the discretion of any of them to be necessary in
connection with renewals, extensions for any period, rearrangements, retirements
or compromises of the indebtedness, obligations and liability of the Company or
Affiliates to the Lenders arising out of Guarantees or any other indebtedness,
obligations and liabilities of the Company or Affiliates owing to the Lenders;
Further Resolved, that any two of said officers are authorized and empowered to
do or cause to be done all such acts or things and to sign and deliver, or cause to
be signed and delivered, all such documents, instruments and certificates
(including, without limitation, any and all requests, notices, and certificates
required or permitted to be given or made to Lenders under the terms of any of the
instruments executed on behalf of the Company in connection with the

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[Extraction: OCR (rendered-page OCR)]
Guarantees), in the name and on behalf of the Company as any two of said
officers, in their discretion, may deem necessary, advisable or appropriate to
effectuate or carry out the purposes and intent of the foregoing Resolutions and to
perform the obligations of the Company under all instruments executed on behalf
of the Company in connection with the Guarantees;
Further Resolved, that the execution by any of said officers, of any document
authorized by the foregoing Resolutions or any document executed in the
accomplishment of any action or actions so authorized, is (or shall become upon
delivery) the enforceable and binding act and obligation of the Company, without
the necessity of the signature or attestation of any other officer of the Company or
the affixing of the corporate seal;
Further Resolved, that all acts, transactions, or agreements undertaken prior to
the adoption of these Resolutions by any of said officers or representatives of the
Company in its name and for its account in connection with the foregoing matters
are hereby ratified, confirmed and adopted by the Company; and
Further Resolved, that the Secretary, Assistant Secretary, or other appropriate
officer of the Company is hereby authorized to certify these Resolutions.
Dated at , Illinois, this day of 20
Name:
Title:
402070_3

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ExhibitC
CERTIFICATESOFLIABILITY
402070v3