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This agreement is made and entered into this 8th day of December, 2005, by and between the VILLAGE OF PEOTONE, Will County, an Illinois Municipal Corporation, an Illinois unit of local government (hereinafter "Village") and the PEOTONE FIRE PROTECTION DISTRICT, an Illinois unit of local government (hereinafter "District").
WHEREAS, the Village anticipates a population increase due to the subdivision and development of land within the jurisdiction of the Village; and
WHEREAS, the Village finds that the health, safety and general well-being of the community depends in part on the availability of competent emergency and fire services; and
WHEREAS, based on the foregoing, the Village, through the enactment of an ordinance, requires that developers make land or cash in lieu of land contributions to the Village and/or District for the purpose of constructing additional fire station sites; and
WHEREAS, such contributions may be in land or in money and, when transferred or paid to the District, will inure to the benefit of the District and not entirely to the direct benefit of the Village; and
WHEREAS, the Village recognizes that from time to time disputes may arise regarding the validity and amount of such contributions; and
WHEREAS, the Village is willing, in its discretion, to seek the contribution of land or money but wishes to procure a commitment from the District that the District will: (a) acknowledge that the requirement that such contributions be made is totally within the discretion of the Village as to its existence, manner and amount; (b) be required to defend any lawsuit that is filed challenging the legality of the ordinance/contributions, the appropriate amount of the contributions, the time at which said contributions are to be made or any other aspect of the contributions; and (c) comply with the terms of a final and nonappealable judicial determination by a court of competent jurisdiction rendered in connection with any such lawsuit; and
WHEREAS, the Village is willing, in its discretion, to require developer contributions to the District only if it executes this Agreement; and
WHEREAS, both the Village and the District, in the spirit of intergovernmental cooperation, and pursuant to Article VII, Section 10 of the Illinois Constitution and the Illinois Intergovernmental Cooperation Act (ILCS Ch. 5, Act 220 §§ 1 et seq.), desire to work in accord to help collect land and/or cash in lieu of land to defray the District's cost of meeting the new demands placed upon it by development.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:
1. The District acknowledges that, except as otherwise provided in the Village's ordinances, the Village is not obligated to cause the payment of money or the transfer of land to the District. The District recognizes that the Village may, in its sole discretion, amend its ordinances to discontinue the requirement of payment of development contributions to the District.
2. The District hereby agrees to indemnify and hold harmless the Village from and against any and all loss, cost, expense, claim and cause of action of every kind, including attorney's fees, incurred by the Village (except for acts of intentional wrongdoing committed by the Village or its employees), as a result of, either directly or indirectly, the adoption of an Ordinance entitled "AN ORDINANCE ADDING A NEW SECTION 154.089 OF THE CODE OF THE VILLAGE OF PEOTONE RELATIVE TO DEDICATION OF LAND FOR FIRE STATION SITES, OR FOR PAYMENT OF FEES IN LIEU THEREOF, FOR THE PEOTONE FIRE PROTECTION DISTRICT" (the "Ordinance"), or the conveyance of land or contribution of cash pursuant to the terms thereof, or the administration or enforcement thereof, or any other actions related thereto, or as a result of a lawsuit brought or threatened by the District or anyone else, but only insofar as such loss, cost, expense claim or cause of action is a result of the administration of, enforcement of, or attempted enforcement of, said Ordinance, or conveyance of land or contribution of cash pursuant thereto as it relates to land located within the boundaries of the District. The District retains the right to choose counsel to defend any action to which the foregoing indemnification applies. The Village shall retain the sole right to approve or disapprove any proposed settlement of a dispute arising directly or indirectly under or against the Ordinance and/or the administration and enforcement thereof.
3. In the event that a final and nonappealable judicial determination is made by a court of competent jurisdiction that contributions of land or money received by the District are, in whole or in part, excessive, the District shall promptly repay said amount to the person who procures such a judgment, together with all other amounts judged by the court to be owing from the District.
4. The District hereby agrees that any cash contributions received pursuant to the terms of the Ordinance shall be spent solely for land or other improvements thereto. The District hereby agrees that in the event cash contributions are transferred to the District pursuant to the provisions of the Ordinance and such funds are used for purposes not authorized under said Ordinance and this Agreement, the District shall indemnify and hold harmless the Village from and against any and all loss, cost, expense, claim and cause of action of every kind, including attorneys' fees, incurred by the Village as a result of such cash contribution transfer. Moreover, if the Village brings suit against the District for any such violation, the District shall be required to reimburse the Village for all of its expenses in relation thereto, including its attorneys' fees.
5. Upon request from the Village, the District shall submit a report to the Village describing the manner in which payments made pursuant to the Ordinance have been used. When money turned over to District pursuant to the Ordinance is to have been used for a specific purpose or within a specific time period, the report shall address those issues. If the District should fail to file such a report with the Village within 30 days of any such request, the Village may delay the payment of any additional funds due the District until such time as a full report containing adequate information is transmitted to the Village.
6. The Village shall have the right to bring suit for the enforcement of the terms and provisions of the Ordinance and/or to defend any action brought in relation to the Ordinance, and shall be entitled to the recovery of reasonable attorneys' fees in connection therewith.
7. The Village hereby agrees to enforce the provisions and terms of said Ordinance for the use and benefit of the District and to make any conveyances of land required thereunder to the District.
8. The District shall contract for and purchase, and continuously maintain for the term of this Agreement, insurance, which includes Comprehensive General Liability Insurance and Umbrella Liability Insurance on a contractual liability basis, to fund the indemnity provided for in this Agreement. Such insurance shall be in such amounts as mutually agreed to by the parties hereto, but in no event shall be less than $1,000,000. The District shall furnish the Village with a certificate of insurance by the carrier of said insurance showing the insurance required hereunder is at all times kept in force. Each certificate shall expressly provide that the insurance evidenced thereby shall not be cancelable without at least ten days written notice to the parties of this Agreement. Such certificates shall be maintained and kept current throughout the term of this Agreement.
9. This Agreement shall remain in full force and effect until either party hereto shall give 90 days notice, in writing and delivered certified mail, to the other of its desire to terminate this Agreement; provided, however, this Agreement may not be terminated while the Ordinance, and any amendments thereto, remains in full force and effect. The termination of this Agreement shall not affect the continuing obligations of the District or the Village with regard to claims or damages allegedly arising out of the Village's efforts prior to termination to distribute or the actual distribution of subdivision contributions.
10. Notice or other writings which any party is required to, or may wish to, serve upon any other party in connection with this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
(1) If to the Village:
Village of Peotone
208 E. Main Street
Peotone, Illinois 60468-0430
(2) If to the District:
Peotone Fire Protection District
7550 W. Joliet Road
Peotone, Illinois 60468
or to such other address as any party may from time to time designate in a written notice to the other parties.
11. This Agreement shall not be altered or codified except by a written agreement signed by the parties hereto.
12. The terms of this Agreement shall bind, and inure to the benefit of, the parties hereto and their agents, successors and assigns.
13. If any provision of this Agreement shall be declared invalid for any reason, such invalidation shall affect no provision of this Agreement which can be given effect without the invalid provision, and to this end the provisions of this Agreement are to be severable.
14. It is expressly understood and agreed that the indemnification covenants contained herein shall not apply to claims, demands or suits which may arise resulting from any type of willful or criminal misconduct by the Village, its officers or employees.
IN WITNESS WHEREOF, the Village of Peotone and Peotone Fire Protection District, pursuant to the authority granted to both entities by their governing Boards, have caused this Agreement to be Executed by their Village President and Village Clerk, and Board President and Secretary, respectively, on the dates set forth below.
DATED this 12th day of December, 2005. Dated this 8th day of December, 2005.
VILLAGE OF PEOTONE PEOTONE FIRE PROTECTION DISTRICT
Village President President, Board of Trustees
Village Clerk Secretary, Board of Trustees
(Ord. 05-28, passed 12-12-05)