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HomeMy WebLinkAboutRESOLUTION - 63-25 - 12/16/2025 - ELK GROVE VILLAGE AND THE VUE LA, LLC AGREEMENTRESOLUTION NO. 63-25 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN INDEMNIFICATION AND HOLD HARMLESS AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND VUE LA, LLC NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: INDEMNIFICATION AND HOLD HARMLESS AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth, and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 5 NAYS: 0 ABSENT: 1 PASSED this 16 day of December 2025. APPROVED this 16 day of December 2 APPROVED: Mayor Craig B. Jo nson Village of Elk G . ve Village ATTEST: en ifer . Mahon, illage Clerk PREPARED BY AND RETURN TO: Village of Elk Grove Village Attn: Village Manager 901 Wellington Avenue Elk Grove Village, Illinois 60007 Above space reserved for Recorder INDEMNIFICATION AND HOLD HARMLESS AGREEMENT THIS INDEMNIFICATION AND �� "'HOLD HARMLESS AGREEMENT ("Agreement") is made thus ! day of 'C°2va zE� , 2025 by and between VUE LA, LLC, a Delaware limited liabilty company ("Property Owner'") and the VILLAGE OF ELK GROVE VILLAGE, an Illinois home rule municipal corporation ("Village") (collectively, the Property Owner and Village are the "Parties" and sometimes individually, a "Party''. WI-INESSET14 WHEREAS, the Property Owner owns the property commonly known as 1 E. Higgins Road in Elk Grove Village, Illinois, which property is legally described in Exhibit A ("Property"), and is currently developing the Property with multiple commercial structures ("Development"); and WHEREAS, the Property Owner desires to construct and maintain the monument sign ("Sign") depicted in Exhibit B in the location depicted in Exhibit C (collectively, "Sign Specifications"); and WHEREAS, the Sign would be located in a public utility easement ("Easement") approximately four (4) feet away from an existing Village watermain ("Watermain"); and WHEREAS, the Village generally requires a minimum clearance of ten (10) feet separating structures from watermains; and WHEREAS, the Parties wish to enter into this Agreement to memorialize the Parties' rights and obligations concerning the Sign and the Watermain, all as set forth in this Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Recitals and Exhibits. The foregoing recitals and all exhibits attached to this Agreement are incorporated as though fully set forth herein. 2. ProperOwner Obligations. The Owner acknowledges and accepts that there are risks associated with maintaining the Sign within such close proximity to the Watermain. The Property Owner agrees that it shall be solely responsible, at its sole cost, for (a) maintaining the Sign in accordance with this Agreement including, without limitation, the Sign Specifications, and all applicable Village, state, and federal laws, codes, ordinances, rules, and regulations, as amended; (b) repairing any damage caused to the Watermain by the Sign or any activity related to the Sign, including, without limitation, damage caused by the operation, repair, maintenance, or condition of the Sign; and (c) repairing any damage caused to the Sign or the Property by the Watermain, including, without limitation, damage caused by the operation, repair, maintenance, or condition of the Watermain. The Property Owner will undertake and complete any work authorized or required by this Section within 10 days of receiving notice from the Village, unless the Village agrees in writing to provide the Property Owner additional time to complete such work. 3. Liability Waiver. The Village shall not be liable or responsible in any way for (a) maintaining, repairing, restoring, or replacing the Sign or the Property, including any costs related thereto, or (b) damage to the Sign or the Property caused by or related to the Watermain, including, without limitation, damage caused by or related to work associated with the Watermain, including any costs related thereto (collectively, "Work and Costs"). The Property Owner shall be solely responsible for all Work and Costs. For the avoidance of doubt, nothing in this Agreement limits or alters the Village's rights under the Easement. 4. lndernnity and Reiease. To the fullest extent permitted by law, the Property Owner, for itself and all successors, heirs, and assigns, including, without limitation, all subsequent owners of the Property and any part thereof, hereby covenants not to sue and agrees to release, waive, save, defend, indemnify, and hold harmless the Village, its elected and appointed officials, officers, employees, agents, representatives, and contractors (collectively, "Village Parties"), from any and against any and all claims, demands, investigations, damages, causes of action, suits, actions, judgments, liabilities, costs (including, without limitation, defense costs), and expenses of any nature whatsoever, including, without limitation, reasonable attorneys fees and court costs (including costs of appeal), arising out of, directly or indirectly, or in any manner pertaining to the Sign, the Watermain, and the Property, including, without limitation, the condition, operation, failure, or maintenance of the same. THIS DOCUMENT IS TO BE CONSTRUED AS A RELEASE AND WAIVER OF ALL CLAIMS AND AS A COVENANT NOT TO SUE THE VILLAGE PARTIES. Nothing set forth in this Agreement shall be deemed a waiver by the Village of any defenses or immunities that are or would be otherwise available to any of the Village Parties under the provisions of the Illinois Local Government and Governmental Employees Tort Immunity Act or other applicable law. The provisions of this Section 4 shall survive the expiration or earlier termination of this Agreement. 5. Insurance. The Village and its officers, agents, employees, and contractors shall be named as additional insureds on the Property Owner's and Property Owner's contractors', insurance policies for workers compensation, general liability, automobile liability for any work or activities to be performed on the Property concerning, involving, or relating to the Sign. 5. Termination and Removal. The Village may terminate this Agreement upon 30 days notice to the Property Owner if Village determines that the Property Owner has failed to comply with the terms of this Agreement. Upon termination of this Agreement, the Property 2 Owner shall promptly and at its sole cost cause the removal of the Sign. In the event Property Owner fails to cause such removal within 30 days of notice of termination, Village shall have the right to enter upon the Property and remove the Sign. All costs of said removal as provided herein shall be borne by Property Owner and shall be paid to Village upon demand. If the Property Owner fails to timely pay costs owed pursuant to this Section 6, then such amount owed together with interest at the maximum rate permitted by law and costs of collection, including reasonable attorneys fees and administrative expenses, shall become a lien on the Property, and the Village shall have the right to collect the amount owed and enforce the lien in the matter provided by law for mortgage foreclosure proceedings. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement. 7. Binding Effect, This Agreement shall bind and inure to the benefit of the legal representatives, successors and assigns of the Parties, shall run with the land, and shall be binding upon the successor owners of all or any part of the Property. The Village is authorized to record this Agreement with the Office of the Cook County Clerk, Recordings Division. 8. Assignment; No Third Parties. This Agreement, including, without limitation, any rights, duties, claims, or causes of action, may not be assigned without the Parties' express prior written consent. Nothing herein, express or implied, is intended to or shall confer upon any other person, entity, company, or organization, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 9. l.:ntire Agreement. This Agreement sets forth all the agreements, conditions, covenants, representations, warranties and understandings between the Parties with respect to the subject matter hereof. No subsequent amendment, modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and executed by the Parties. 10. Choice of Law and Venue. The laws of the State of Illinois shall govern the terms of this Agreement both as to interpretation and performance. Venue for any action arising out of the terms or conditions of this Agreement shall be in the Circuit Court of Cook County, Cook County, Illinois. 11. Ambi itv• Headings. If any term of this Agreement is ambiguous, it shall not be construed for or against any party on the basis that the Party did or did not draft it. Any caption or title herein shall have no substantive effect. 12. Authorization. The undersigned warrant and represent that they are authorized to execute this Agreement. The individual signing on behalf of the Property Owner warrants, represents and affirms it have received all necessary consents and permission to enter into this Agreement from all necessary parties, including all officers and directors of Property Owner. 13. SeverahilitY. If any section, paragraph, or provision of this Agreement shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph, or provision shall not affect any of the remaining provisions of this Agreement. 14. Notices. All notices required or permitted hereunder shall be in writing and shall be served on the Parties at the following address and fax number, or by return receipt e-mail: If to Village: Village of Elk Grove Village Attn: Village Manager 901 Wellington Avenue Elk Grove Village, Illinois 60007 With a copy to: Village of Elk Grove Village Attn: Village Attorney 901 Wellington Avenue Elk Grove Village, Illinois 60007 And a copy to: Ancel Glink, P.C. Attn: Gregory W. Jones 140 S. Dearborn Street, 6th Floor Chicago, Illinois 60603 If to Property Owner: VUE LA, LLC Attn: 56 l n Mf- With a copy to: VUE LA, LLC Attu: AkCtmMer 100) 11)VI life, ]r, Mt-. PrygReCt TL 0005' All notices shall be either: (i) sent by postage prepaid U.S. Mail, sent by certified mail, and/or return receipt requested, in which case notice shall be deemed delivered 3 business days after deposit,; (ii) sent by overnight delivery using a nationally recognized overnight courier, in which case it shall be deemed delivered 1 business day after deposit with such courier; or (v) sent by personal delivery. The above addresses may be changed by written notice to the other Party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. [Signature page follows] 4 IN WITNESS THEREOF, the Parties on the day and year first above mentioned have executed this instrument on the date below. ATTEST: VUE LA, LLC, a Delaware limited liability company Sri c�,n Mor ci< By: Its: U' t t' Cns7 ` ri tit � ATTEST: f By: 1` Its: i 4 d 5-F, wa e W/1 VILLAGE )iFE I► GROVE VILLAGE, an Illinois omq 1e municipal corporation ACKNOWLEDGEMENT STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) by ��� This instrument was acknowledged before me on UI , 2025, �QI �iaw-the 1' of the VILLAGE OF ELK GROVE VILLAGE, an Illinois 6i6icipal corporation, d by JENNIFER MAHON, the Village Clerk of said municipal corporation. SEAL Si a ofLNAry My Commission expires: OFFICIAL SEAL Ajays *t v /�r 26 2 O �01 _ — WWNo. ,N12M � C/�irMM � N.r�Mr 1 f, 292r STATE OF ILLINOIS ) SS. COUNTY OF 600K. ) The foregoing instrument was acknowledged before me on WVPA1Xr =W 2025, by the and the f VUE LA, LLC, a Delaware limited liability company, as their free and voluntary act in Meir capacities as officers of said company for the uses and purposes herein. lLt Jill) Signature bf Notary SEAL My Commission expires: CAROLYN STRAHAMMER o)jX;XI ato Official Seal Notary Public - State of 111rnols My Commissfon Expires Sep 22, 2026 Exhibit A Property's Legal Description LOT I IN ELK GROVE WOODS SUBDIVISION BEING A SUBDIVISION OF THAT PART OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 41 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN ACCORDING TO THE PLAT THEREOF RECORDED MAY 16, 2025 AS DOCUMENT NUMBER 2513621000, IN COOK COUNTY, ILLINOIS. P.I.Ns.: 08-21-403-034-0000 08-21-403-035-0000 Address: 1 E. Higgins Road, Elk Grove Village, Illinois Exhibit B Depiction of Sign B. 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