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Home My WebLink AboutRESOLUTION - 27-26 - 4/14/2026 - Agreement IL LightingRESOLUTION NO.27-26 A RESOLUTION APPROVING AN INDEMNIFICATION AGREEMENT REGARDING RETURN OF DEPOSIT BETWEEN ILLINOIS LIGHTING, INC. AND THE VILLAGE OF ELK GROVE VILLAGE WHEREAS, Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois provides that any municipality which has a population of more than 25,000 is a home, rule unit, and the Village of Elk Grove Village (the "Village"), Counties of Cook and DuPage, Illinois, with a population in excess of 25,000 is, therefore, a home rule unit and, pursuant to the provisions of said Section 6(a) of Article VII, may exercise any power and perform any function pertaining to its government and affairs; and WHEREAS, Article VII, Section 10(a) of the Illinois Constitution authorizes units of local government to contract or otherwise associate with individuals, associations, and corporations in any manner not prohibited by law or by ordinance; and WHEREAS, The Village previously paid Misfits Construction, Inc., an Illinois corporation ("Misfits") the sum of One Hundred Seventy -Three Thousand Four Hundred Twenty - Five and 75/100 Dollars ($173,425.75) (the "Deposit") in connection with a project known as the Residential Sign Replacement Project Phase III (the "Project"); and WHEREAS, Misfits remitted the Deposit to Illinois Lighting, Inc. (the "Vendor") as a deposit for materials and/or services related to the Project; and WHEREAS, the Project contract has been terminated, and the Village has requested return of the Deposit; and WHEREAS, the Vendor currently holds the Deposit and is willing to return such funds to the Village, subject, in part, to execution of an Indemnification Agreement Regarding Return of Deposit (the "Agreement"); and WHEREAS, The Parties desire to authorize the return of the Deposit and to allocate the risk of any third -party claims relating thereto; WHEREAS, the Mayor and the Board of Trustees have determined that it is in the best interest of the Village and is necessary to promote the welfare and safety of its residents to approve the Agreement; NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, Illinois as follows: Section 1: The Preambles hereto are hereby made a part of, and operative provisions of, this Resolution as fully as if completely repeated at length herein. Section 2: That the Mayor and Board of Trustees do hereby find that it is in the best interests of the Village and its residents that the aforesaid Agreement be entered into and executed by said Village, with said Agreement to be substantially in the form attached hereto and made a part hereof as EXHIBIT A. Section 3: That the Village Manager of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois is hereby authorized to execute for and on behalf of said Village the aforesaid Agreement. Section 4: 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 1411 day of April 2026 APPROVED this 14t' day of April 2026 ATTEST: I. " fv�� - J n' r . Mahon, Village Clerk APPR❑ Mayor Craig B. Village of Elk G 2 EXHIBIT A (Indemnification Agreement Regarding Return of Deposit) INDEMNIFICATION AGREEMENT REGARDING RETURN OF DEPOSIT This Indemnification Agreement Regarding Return of Deposit (this "Agreement") is made as of 4i J , 2026 (the "Effective Date"), by and between the Village of Elk Grove Village, 14!�oiis,a municipal corporation (the "Village") and Illinois Lighting, Inc., an Illinois corporation (the "Vendor"), Village and Vendor may be referred to individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, The Village previously paid Misfits Construction, Inc., an Illinois corporation ("Misfits") the sum of One Hundred Seventy -Three Thousand Four Hundred Twenty -Five and 75/100 Dollars ($173,425.75) (the "Deposit") in connection with a project known as the Residential Sign Replacement Project Phase III (the "Project"); and WHEREAS, Misfits remitted the Deposit to Vendor as a deposit for materials and/or services related to the Project; and WHEREAS, The Project contract has been terminated, and the Village has requested return of the Deposit; and WHEREAS, Vendor currently holds the Deposit and is willing to return such funds to the Village, subject to the terms and conditions set forth herein; and WHEREAS, The Parties desire to authorize the return of the Deposit and to allocate the risk of any third -party claims relating thereto; NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Return of Deposit Vendor shall remit the full amount of the Deposit, in the amount of $173,425.75, to the Village within a reasonable time following execution of this Agreement. Upon such payment, the Deposit shall be deemed the sole and exclusive property of the Village. 2. Acknowledgment Regarding Deposit The Village acknowledges that Vendor is returning the Deposit at the Village's request and that Vendor claims no ownership interest in the Deposit following such return. 3. Indemnification by the Village To the fullest extent permitted by law, the Village shall indemnify, defend, and hold harmless Vendor and its officers, directors, shareholders, employees, agents, representatives, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, causes of action, liabilities, losses, damages, judgments, settlements, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs of investigation and defense) arising out of or relating to: (a) Vendor's return and payment of the Deposit to the Village pursuant to this Agreement; (b) any claim by Misfits, or by any other third party, asserting any interest in, or right to, the Deposit; and/or (c) any dispute, claim, or controversy arising out of or relating to the Project, to the extent such claim is based upon or seeks recovery of the Deposit or challenges Vendor's release of the Deposit to the Village; except to the extent such claims arise from the fraud or willful misconduct of Vendor. 4. Defense of Claims The Village shall, upon written notice from the Vendor, promptly assume the defense of any claim subject to indemnification under this Agreement. Such defense shall be conducted by Del Galdo Law Group, LLC, as counsel for the Village, unless otherwise agreed in writing by Vendor. Vendor shall have the right to participate in any defense with counsel of its own choosing at its own expense. The Village shall not settle any such claim in a manner that imposes liability or obligations on Vendor or includes any admission by Vendor without Vendor's prior written consent, which shall not be unreasonably withheld. 5. No Admission This Agreement is entered into as a practical arrangement to facilitate the return of the Deposit and shall not be construed as an admission of liability by either Party. 6. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict -of -laws principles. 7. Entire Agreement This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, or understandings, whether written or oral. 8. Authority Each individual executing this Agreement on behalf of a Parry represents and warrants that he or she has full authority to bind such Party to the terms of this Agreement. 10. Counterparts; Electronic Signatures This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same 2 instrument. Signatures delivered electronically or in PDF format shall be deemed effective as originals. 11. Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written VILLAGE 91F ELJC GROVE VILLAGE, ILLINOIS By: _ Name: Title: V Date: ILLINOIS LIGHTING, INC. By: Name: Title: Date: