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O-58-03 08/25/03N • Doc #: 0330310148 Eugene "Gene" Moore Fee: $68.50 Cook County Recorder of Deeds Date: 10/30/2003 11:29 AM Pg: 1 of 23 ORDINANCE NO. ( - -,' AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT FOR A .90 ACRE PARCEL LOCATED AT 1261 STATE STREET IN LEMONT, ILLINOIS ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT This 25 ' day of August, 2003. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Lemont, Cook, Will and DuPage Counties, Illinois, this 25' day of August, 2003. ORDINANCE NO AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT FOR A .90 ACRE PARCEL LOCATED AT 1261 STATE STREET IN LEMONT, ILLINOIS WHEREAS, the legal owners of record of the territory which is the subject of an Annexation Agreement are ready, willing and able to enter into said agreement and perform the obligations as required therein and; WHEREAS, a copy of said Annexation Agreement has been attached hereto and included herein; and WHEREAS, the statutory procedures provided for in the Illinois Municipal Code for the execution of said agreement have been fully complied with. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, DUPAGE, AND WILL, STATE OF ILLINOIS, AS FOLLOWS: SECTION 1: That this ordinance shall be in full force and effect from and after its passage, approval, and publication in pamphlet form as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, DUPAGE, AND WILL, ILLINOIS, on this 25TH day of August, 2003. Debbie Blatzer Peter Coules Brian Reaves Steven Rosendahl Ron Stapleton Jeanette Virgilio AYES NAYS ABSTAIN ABSENT V Approved by me this 25th day of August, 2003. Attest: we' ARLENE SMOLLEN, Village Clerk JO IAZZA, Vill.:e President Exhibit "B" ANNEXATION AGREEMENT Vidmantas Poskus, 1261 State Street ARTICLE TITLE I Annexation II Zoning and Land Use Restrictions III Required Improvements IV Dedication and Construction of Streets, Sidewalks, Miscellaneous V Easements and Utilities VI Development Codes and Ordinances and General Matters VII Approval of Plans VIII Notice of Violations IX Maintenance Bond X Damage to Public Improvements XI Binding Effect and Term and Covenants Running with the Land XII Notices XIII Certificates of Occupancy XIV Warranties and Representations XV Continuity of Obligations XVI No Waiver or Relinquishment of Right to Enforce Agreement XVII Village Approval or Direction i XVIII Singular and Plural XIX Section Headings and Subheadings XX Recording XXI Authorization to Execute XXII Amendment XXIII Counterparts XXIV Curing Default XXV Conflicts Between the Text and Exhibits XXVI Severability XXVII Definition of the Village XXVIII Execution of this Agreement EXHIBIT TITLE A Legal Description of Subject Property B Plat of Annexation of Subject Property C Site Plan D Preliminary Engineering Plan E Zoning Variations ii ANNEXATION AGREEMENT THIS AGREEMENT, made and entered into this day of , 2003, between the VILLAGE OF LEMONT, a municipal corporation of the Counties of Cook, DuPage and Will, in the State of Illinois (hereinafter collectively referred to as "VILLAGE ", and Vidmantas and Lina Poskus, (hereinafter referred to as "OWNER "). WHEREAS, OWNER is the owner of record of the real estate (hereinafter referred to as the "TERRITORY," the legal description of which is attached hereto as Exhibit "A" and by this reference made a part hereof; and, WHEREAS, the TERRITORY has not been annexed to any municipality; and, WHEREAS, the TERRITORY constitutes an area that is contiguous to and may be annexed to the VILLAGE, as provided under the Illinois Municipal Code, 65 ILCS 5/7 -1 -1, et. seq.; and, WHEREAS, the OWNER and VILLAGE agree that they will be bound by the terms of this Annexation Agreement; and, WHEREAS, the VILLAGE would extend its zoning, building, health and other municipal regulations and ordinances over the TERRITORY, thereby protecting the VILLAGE from possible undesirable or inharmonious use and development of unincorporated areas surrounding the VILLAGE; and, WHEREAS, the new boundaries of the VILLAGE OF LEMONT, resulting from this Annexation shall extend to the far side of every highway and shall include all of every highway not already annexed; and, WHEREAS, the parties desire, pursuant to Chapter 65, Article 5, Section 11 -15.1 of the Illinois Municipal Code, to enter into an Agreement with respect to Annexation of the TERRITORY and various other matters; and, WHEREAS, pursuant to the provisions of the Statute, the corporate authority of said VILLAGE has duly fixed a time for and held a hearing upon the Annexation Agreement and has given notice of said hearing; and, WHEREAS, the corporate authority of the VILLAGE has considered the Annexation of the TERRITORY described in the Petition and has determined that the best interest of the VILLAGE will be met if the TERRITORY is annexed to the VILLAGE and developed in accordance with the provisions of the Agreement. iii NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter contained, the parties agree as follows: I ANNEXATION 1. Subject to the provisions of Chapter 65, Article 5 Section 7 of the Illinois Municipal Code, the parties hereto respectively agree to do all things necessary or appropriate to cause the TERRITORY to be validly annexed to the VILLAGE as promptly as possible after the execution of this Agreement. Notwithstanding anything contained to the contrary in this Agreement, the parties hereto further acknowledge that upon annexation, the OWNER shall not have any obligations or liabilities under this Agreement, all undertakings hereunder being undertakings and obligations solely of OWNER. 2. The Plat of Annexation of said TERRITORY is attached hereto as Exhibit "B ". Said Plat extends the new boundaries of the VILLAGE to the far side of any adjacent highway not already annexed and includes all of every highway within the TERRITORY so annexed. II ZONING AND LAND USE RESTRICTIONS 1. Upon the Annexation of the TERRITORY to the VILLAGE, the parcel shown on the plat of annexation attached as Exhibit "B" shall be classified under the existing Zoning Ordinance No. 0- 25 -99, as amended, as B -1 Office /Retail Transition District. Prior to the date of this Agreement, such public hearings as are necessary to enable the VILLAGE lawfully to grant said zoning classification as to the TERRITORY have been conducted upon proper notice, and no further action need be taken by the OWNER to cause the TERRITORY to be rezoned as a B -1 District once the parcel is annexed to the VILLAGE. The Village Planning and Zoning Commission conducted public hearings as necessary to lawfully grant said Zoning Classification on June 2, 2003 and June 17, 2003. 2. Zoning Variations. To facilitate the remodeling and occupation of the existing dwelling on the property as a medical office building or general office building, consistent with the purpose of the B -1 District to effect a transition in land use intensity between more intensive "arterial commercial" uses and less intensive residential uses, the VILLAGE agrees to grant, by ordinance, the zoning variations itemized in the attached Exhibit "E." The variations shall apply only to the improvements described in the site plan and preliminary engineering exhibits and shall be null and void for other types of buildings or structures. Nothing shall preclude OWNER, its successors or assigns from submittal of an application for other zoning relief in the event plans are reversed. 2. Site plan approval. The OWNER plans to remodel and make site improvements to the 2 existing dwelling on the TERRITORY to convert it from a single - family residential use to a professional office use, in particular a professional dentistry office. The OWNER agrees that improvements to the site shall be in substantial conformance with the site plan (exhibit C) and preliminary engineering plan (exhibit D). Site improvements shall include but be limited to a minimum of 12 parking spaces including one handicapped accessible space, on -site storm water detention, preservation of the mature oak trees identified on the site plan as to be preserved, and landscaping of the lot perimeter, parking lot, and building perimeter as required by Section ... of the Village of Lemont Zoning Ordinance. Building improvements include replacement of the existing overhead door with a "storefront" window and wall system to improve the appearance of the facade as viewed from the public street. 3. Building Permits. A. Within 30 days after receipt of an application by OWNER for a building permit for construction of any buildings, or other improvements on the TERRITORY, the VILLAGE shall either issue a permit authorizing such construction, issue a permit authorizing such construction subject to satisfaction of specified conditions consistent with the terms of this Agreement, or issue a letter of denial of such permit specifying the basis of said denial by reference to the provisions of the VILLAGE'S Building Code applied in accordance with this Agreement, which the subject construction would allegedly violate. If the VILLAGE conditionally approves such a permit, the VILLAGE shall issue the permit unconditionally within five (5) working days after satisfaction by the OWNER of the specified conditions. B. Any stop order issued by the VILLAGE directing work stoppage on any building or other improvement on the TERRITORY shall specify the section of the VILLAGE's Building Code allegedly violated by the OWNER and shall give the OWNER 30 days in which to cure or diligently commence cure of such violation. Upon correction of any such violation, work on any improvement subject to a stop order may recommence. 4. Effect of Future Ordinances and Amendments. It is understood and agreed, except as otherwise provided for herein, the Zoning, Subdivision Regulations, Building Code and all other ordinances including all fees and charges of the VILLAGE, shall not be frozen during the term of this Agreement, and such ordinances, as the same may from time to time be amended and enforced throughout the VILLAGE, shall apply to the TERRITORY. Notwithstanding the foregoing, it is expressly understood and agreed by the parties that during the term of this Agreement, no use permitted under the B -1 District at the time of the execution of the Agreement shall be denied to the OWNER, their successors or assigns, unless the zoning classification of the TERRITORY is amended by the petition of the OWNER, their successors or assigns, or unless the VILLAGE shall comprehensively amend its Zoning Ordinance. In the case of a comprehensive amendment to the VILLAGE'S Zoning Ordinance, the TERRITORY shall be designated the zoning district most comparable to the B -1 District. 3 5. Changes in project scope. The OWNER shall be required to construct the project described in this agreement. Use of the single - family dwelling as a residence, or substitution of an alternative commercial building or site plan shall require an amendment of this agreement by the corporate authorities. Changes in use of the existing structure, as remodeled for business use, shall be permitted provided any new use is permitted under the applicable zoning regulations. III REQUIRED PUBLIC IMPROVEMENTS 1. Water Supply. OWNER shall install at OWNER'S expense a water service from the existing water main of the VILLAGE to the principal building on the TERRITORY. The VILLAGE agrees to permit connection of the aforementioned water mains to the water facilities of the VILLAGE and to furnish water service on the same basis as said services are furnished to other parts of the VILLAGE. 2. Sanitary and Storm Sewers. A. The OWNER shall construct and install at OWNER'S expense a sanitary sewer to service the TERRITORY in accordance with the Subdivision Regulations of the VILLAGE and final engineering plans approved by the VILLAGE and regulations of the Metropolitan Water Reclamation District of Greater Chicago ( "MWRD "). The VILLAGE agrees to permit connection of the aforementioned sanitary sewers to the sanitary sewer facilities of the VILLAGE and to furnish sewer service on the same basis as said services are furnished to other parts of the VILLAGE. 3. Stormwater Management. A. OWNER agrees that no surface water is to be discharged into the sanitary sewerage collection system and will make adequate provisions that this will not occur. The OWNER's improvements on the property shall direct storm water runoff into a storm water piping system and any required detention basins per VILLAGE ordinance and in conformance with regulations by the Metropolitan Water Reclamation District (MWRD). B. The OWNER shall be required to construct a storm water detention or retention basin which complies with the Lemont Subdivision Regulations. Maintenance of on -site storm water management facilities shall be the responsibility of the OWNER, subject to an easement which allows the Village the right but not the obligation to enter the property for maintenance purposes. 4. All public improvements, which shall be completed within two years after commencement of construction, shall be inspected by the VILLAGE upon completion and if they are found to be in compliance with the requirements of the VILLAGE's Code and in 4 accordance with the final engineering plans they shall thereupon, without unreasonable delay, be accepted by the VILLAGE as described in this Agreement. The OWNER shall request acceptance in writing and shall provide the VILLAGE with a bill of sale for the public improvements to be conveyed and a maintenance guarantee in the form of a letter of credit or cash escrow in an amount not less than ten percent (10 %) of the original amount of the letter of credit. Said maintenance guarantee shall be available to the VILLAGE for a period of one year after the effective date of acceptance of the public improvements. IV DEDICATION AND CONSTRUCTION OF STREETS; SIDEWALKS; MISCELLANEOUS A. Street access. The OWNER agrees to construct a new driveway, consistent with the site plan and the standards of the VILLAGE, which shall allow for simultaneous in -bound and out -bound traffic movements on State Street. The OWNER agrees to obtain any necessary permits from the Illinois Department of Transportation before commencement of any work in the public right of way. B. Construction Hours. The OWNER shall be responsible for strict observation of the construction hours regulations of the VILLAGE on behalf of all persons and companies engaged in construction activity within the DEVELOPMENT, whether related to the installation of public improvements or building construction. It is agreed that the VILLAGE shall issue stop -work orders, tickets, and fines as reasonably necessary to enforce its construction hours regulations. C. Maintenance. The OWNER shall be responsible for maintenance of the public street during construction. D. Debris. OWNER shall be required to keep all streets within and adjoining the TERRITORY free from mud and debris generated by any new construction activity on the TERRITORY. Such streets must be cleaned at least once daily. For each day that the streets are not cleaned as required hereunder during construction, OWNER shall be subject to a fine as provided in Section XX "Violation Penalty" of the Subdivision Regulations. If any such fine is not promptly paid, the VILLAGE shall have the right to stop any and all further construction until paid. 3. Sidewalk. OWNER shall be required to construct a six foot sidewalk along the frontage of the subject property, in accordance with the Standard Specifications and final engineering plans approved by the VILLAGE. 4. Dedications. The OWNER shall dedicate to the Illinois Department of Transportation 5 additional right of way on State Street to make a 100 foot total right of way width and a fifty foot right of way width from the center line of the highway. 5. Miscellaneous. A. Sidewalks and Street Trees. The cost of any sidewalks and street trees to be installed on public rights of way shall be included in the required letters of credit for each phase of the development of the TERRITORY, with the amounts to be computed on the same basis as the amounts to be included in the letter of credit for all other public improvements for the TERRITORY. The OWNER'S obligation to install the street trees or sidewalks shall not be assigned or transferred by the OWNER to a subsequent title - holder. Sidewalks and street trees shall be installed by the OWNER on any lots remaining vacant within two years of the commencement of construction in the TERRITORY. C. Tree Preservation. OWNER agrees to submit a final tree preservation plan in addition to the plans and specifications for construction of building and site improvements. The plan shall specify the number, species, location and condition of trees on the TERRITORY that are to be preserved. The plan shall be in substantial compliance with the Tree Preservation plan adopted as Exhibit "D" of this Agreement. The plan shall specify the techniques used to protect trees during all phases of construction. OWNER agrees to plant additional trees according to the Zoning Ordinance of the Village of Lemont if trees to be preserved on the preservation plan are removed without prior written permission of the VILLAGE. The VILLAGE shall approve the final tree preservation plan at the time of final subdivision plat approval. V EASEMENTS AND UTILITIES The OWNER agrees at the time of approval of the Annexation Agreement to grant to the VILLAGE, and/or obtain grants to the VILLAGE of, all necessary easements for the extension of sewer, water, street, or other utilities, including cable television, or for other improvements, which may serve not only the TERRITORY, but other territories in the general area. All such easements to be granted shall name the VILLAGE and/or other appropriate entities designated by the VILLAGE as grantee thereunder. It shall be the responsibility of the OWNER to obtain all easements, both on site and off site, necessary to serve the TERRITORY. All electricity, telephone, cable television and gas lines shall be installed underground, the location of which underground utilities shall be at the OWNER'S option, upon approval of the respective utility company. 6 VI DEVELOPMENT CODES AND ORDINANCES AND GENERAL MATTERS. The development of the TERRITORY annexed, and of each lot respectively encompassed by this Agreement shall be in accordance with the existing building, zoning, subdivision, storm water retention and other developmental codes and ordinances of the VILLAGE as they exist on the date each respective permit for development is issued. Planning and engineering designs and standards, and road construction and dedication of public improvements, shall be in accordance with the statutes and regulations of other govemmental agencies having jurisdiction thereof if such standards are more stringent than those of the VILLAGE of Lemont at such time. No occupancy permit shall be issued for any for any building prior to the completion of the required public improvements, including operating street lights and street signs, except for the final surface course of the streets. Provided, however, the construction and installation of the public improvements to be done by OWNER may be commenced at any time after OWNER has delivered to VILLAGE an irrevocable letter of credit, in a form satisfactory to, and from a bank or other financial institution approved by, the VILLAGE in the amount of 115% of the OWNER Engineer's estimate of the cost of construction and installation of all such public improvements as approved by the VILLAGE Engineer, including all required lighting, streets and street lights, sidewalks, landscaping, street trees, sewer and water lines and storm water management facilities, except to the extent such facilities are to remain private, and after approval of a site development permit by the VILLAGE. At no time shall the Letter of Credit funds be utilized by the OWNER for the future payment of contractors, materials, salaries and wages and the like. The VILLAGE makes no guarantees regarding the timely reduction of said Letter of Credit and therefore should not be used for time - sensitive payment purposes. The VILLAGE Engineer may, in his/her discretion, recommend the amount of said letter of credit to be reduced, from time to time, as major public improvements are completed, upon approval of the VILLAGE Board. The OWNER shall not be entitled to obtain any building permits, nor sign permits and shall not be entitled to construct any model units, sales and/or rental offices or any other appurtenant facilities unless and until the proper letter of credit or cash deposit has been made to the VILLAGE in accordance with the Subdivision Regulations of the VILLAGE. The letter of credit or cash deposit shall specifically include an amount to cover the cost of street trees and sidewalks as required by the Subdivision Regulations and this Agreement All public improvements shall be constructed and initiated within two (2) years from the date of approval of the Plat of Subdivision; however, if the completion date falls after September 30th, the date shall be the following May 30th. Notwithstanding any other provisions of this Agreement, no construction of public improvements have been approved, the agreement for construction of the public improvements as herein provided has been executed, the minimum 7 security has been provided, the requirements of Ordinance No. 456, as amended, have been met, and until documentation, including a copy of the Permit if applicable, or evidence is received by the VILLAGE that OWNER is not violating a wetland regulation or a regulation relating to waters of the United States. Further, no earthwork shall be done in any area tentatively identified as wetlands until an appropriate permit or permission has been obtained and such permit or permission is shown to the VILLAGE. The Plat of Subdivision shall contain such restrictive covenants, public utility and easement provisions as are or were required by the President and Board of Trustees as a condition to approval of the Plat of Subdivision. OWNER, at OWNER's own cost, agrees to provide the VILLAGE "as built ", engineering plans and specifications upon substantial completion of the public improvements or at the request of the VILLAGE Engineer but in no event later than the time required by Ordinance No.456, as amended. It is agreed that all of the public improvements contemplated herein shall upon acceptance thereof by the VILLAGE, become the property of VILLAGE and be integrated with the municipal facilities now in existence or hereinafter constructed and VILLAGE thereafter agrees to maintain said public improvements. Acceptance of said public improvements shall be by resolution of the President and Board of Trustees only after the Village Engineer or Village Engineer Consultant has issued certified that the improvements have been constructed in accordance with approved Engineering Plans and Specifications. OWNER agrees to convey by appropriate instrument and VILLAGE agrees to promptly accept, subject to terms hereof, the public improvements constructed in accordance with the Approved Engineering Plans and Specifications. VII APPROVAL OF PLANS VILLAGE agrees to expeditiously take action to approve or disapprove all plats, plans and engineering submitted to VILLAGE by OWNER. IF VILLAGE shall determine that any such submission is not in substantial accordance with this Agreement and applicable ordinances, the VILLAGE shall promptly notify OWNER in writing of the specific objection to any such submission so that OWNER can make any required corrections or revisions. VIII NOTICE OF VIOLATIONS The VILLAGE will issue no stop orders directing work stoppage on building or parts of the project without giving notice of the Section of the Code or this Agreement allegedly violated 8 by OWNER, so the OWNER may forthwith proceed to correct such violations as may exist. Moreover, the OWNER shall have an opportunity to correct possible violations. This paragraph shall not restrain the Building Official from issuing a stop work order in any case where he considers a continuation of the work to constitute a threat to the health or safety of the public or personnel employee on or near the site. VILLAGE shall provide OWNER notice as required by Statute of any matter, such as public hearing, proposed building code changes and policy changes or other matters which may affect the TERRITORY of development of it under this Agreement. IX MAINTENANCE GUARANTEE At the time or times of acceptance by VILLAGE of the installation of any part, component or all of any public improvement in accordance with this Section, or any other section of the Agreement, OWNER shall deposit with the VILLAGE a maintenance bond in the amount of ten percent (10 %) of the cost of the installation of the public improvement accepted by VILLAGE. This bond shall be deposited with the VILLAGE and shall be held by the VILLAGE for a period of twenty -four (24) months after completion and acceptance of all improvements. In the event of a defect in material and/or workmanship within said period, then said Bond shall not be returned until correction of said defect and acceptance by VILLAGE of said corrections. X DAMAGE TO PUBLIC IMPROVEMENTS The OWNER shall replace and repair any damage to public improvements installed within, under or upon the subject realty resulting from construction activities by OWNER, their successors or assigns and their employees' agents, contractors or subcontractors during the term of this Agreement. The OWNER shall have no obligation hereunder with respect to damage resulting from ordinary usage, wear and tear. XI BINDING EFFECT AND TERM AND COVENANTS RUNNING WITH THE LAND This Agreement shall be binding upon and insure to the benefit of the parties hereto, successor OWNER'S of record of the TERRITORY, assignees, lessees and upon any successor 9 municipal authorities of said VILLAGE and successor municipalities, for a period of 20 years from the date of execution hereof, The terms and conditions of this Agreement relative to the payment of monies to the various VILLAGE recapture funds, contributions to the VILLAGE construction and/or dedication of public improvements, granting of easements to the VILLAGE, dedication of rights - of -way to the VILLAGE and the developmental standards established herein shall constitute covenants which shall run with the land. It is further agreed that any party to this Agreement, either in law or in equity, by suit, action, mandamus, or other proceeding may enforce or compel the performance of this Agreement, or have other such relief for the breach thereof as may be authorized by law or that by law or in equity is available to them. XIII NOTICES Unless otherwise notified in writing, all notices, requests and demands shall be in writing and shall be personally delivered to or mailed by United States Certified mail, postage prepaid and return receipt requested, as follows: For the VILLAGE: 1. Village President 418 Main Street Lemont, Illinois 60439 2. Village Clerk 418 Main Street Lemont, Illinois 60439 3. Village Administrator 418 Main Street Lemont, Illinois 60439 For OWNER: Vidmantas Poskus 15W234 — 79th Street Burr Ridge, Illinois 60527 10 For OWNER: Alexander R. Domanskis Boodell & Domanskis, LLC 205 North Michigan Avenue, Suite 4307 Chicago, Illinois 60601 or such other addresses that any party hereto may designate in writing to the other parties pursuant to the provisions of this Section. XIV CERTIFICATES OF OCCUPANCY 1. Within five (5) days after request by OWNER for a final inspection of a building within the TERRITORY, the VILLAGE shall issue a final certificate of occupancy for such building or issue a letter of denial of a certificate of occupancy identifying the correction necessary as a condition of a certificate of occupancy and specifying the section of the Building Code relied on by the VILLAGE in its request for correction. 2. The VILLAGE, in accordance with the requirements and customary practice of the VILLAGE Building Department, will grant provisional permits for structures between November 1st and June 1st if weather prevents the OWNER from completing grading, landscaping and exterior concrete or asphalt work for any such structure (it being understood that if other work remains to be done, no occupancy permit, provisional or otherwise, will be issued). As a condition of the issuance of any such provisional occupancy permit, the OWNER shall provide the VILLAGE with a timetable (acceptable to the VILLAGE) for completion of the outstanding work, which timetable shall be deemed a part of the occupancy permit. XV REIMBURSEMENT OF VILLAGE FOR LEGAL AND OTHER FEES AND EXPENSES 1. To Effective Date of Agreement. The OWNER, concurrently with annexation and zoning of the property or so much thereof as required, shall reimburse the Village for the following expenses incurred in the preparation and review of this Agreement, and any ordinances, letters of credits, plats, easements or other documents relating to the Territory: a. the costs incurred by the Village for engineering or planning services; b. all attorney's fees incurred by the Village; and 11 c. miscellaneous Village expenses, such as legal publication costs, recording fees and copying expenses. 2. From and After Effective Date of Agreement. Except as provided in the paragraph immediately following this paragraph, upon demand by Village made by and through its President, OWNER from time to time shall promptly reimburse Village, for all enumerated reasonable expenses and costs incurred by VILLAGE in the administration of the Agreement, including and limited to engineering fees, attorneys' fees and out of pocket expenses involving various and sundry matters such as, but not limited to, preparation and publication, if any, of all notices, resolutions, ordinances and other documents required hereunder, and the negotiation and preparation of letters of credit and escrow agreements to be entered into as security for the completion of land improvements. Such costs and expenses incurred by the VILLAGE in the administration of the Agreement shall be evidence to the OWNER upon its request, by a sworn statement of the Village; and such costs and expenses may be further confirmed by the OWNER at its option from additional documents relevant to determining such costs and expenses as designated from time to time by the OWNER. Notwithstanding the immediately preceding paragraph, OWNER shall in no event be required to reimburse VILLAGE or pay for any expenses or costs of VILLAGE as aforesaid more than once, whether such are reimbursed or paid through special assessment proceedings, through fees established by VILLAGE ordinances or otherwise. In the event that any third party or parties institute any legal proceedings against the OWNER and/or the VILLAGE, which relate to the terms of this Agreement, then, in that event, the OWNER, upon written notice from VILLAGE, shall assume, fully and vigorously, the entire defense of such lawsuit and the expenses of whatever nature relating thereto; provided, however: a. OWNER shall not make any settlement or compromise of the lawsuit, or fail to pursue any available avenue of appeal of any adverse judgment, without the approval of the VILLAGE, which approval shall not be unreasonably withheld. b. If the VILLAGE, in its sole discretion, determines there is, or may probably be a conflict of interest between VILLAGE and OWNER on an issue of importance to the VILLAGE having a potentially substantial adverse affect on the VILLAGE, then the VILLAGE shall have the option of being represented by its own legal counsel. In the event the VILLAGE exercises such option, then OWNER shall reimburse the VILLAGE from time to time on written demand from the President of the VILLAGE and notice of the amount due for any expenses, including but not limited to court 12 costs, reasonable attorney's fees and witnesses' fees and other expenses of litigation, incurred by the VILLAGE in connection therewith. The obligation of OWNER to reimburse VILLAGE under the terms of this subparagraph 2 shall terminate if no such legal proceedings are brought within one (1) year from the date of the annexation of the TERRITORY and, further, such obligation of reimbursement shall not apply if such legal proceedings are based upon alleged errors, omissions or unlawful conduct of VILLAGE and not the OWNER. In the event the VILLAGE institutes legal proceedings against OWNER for violation of this Agreement, and secured a judgment in its favor, the court having jurisdiction thereof shall determine and include in its judgment all expenses of such legal proceedings incurred by VILLAGE, including but not limited to the court costs and reasonable attorneys' fees, witnesses' fees, etc., incurred by the VILLAGE in connection therewith. OWNER may, in its sole discretion, appeal any such judgment rendered in favor of the VILLAGE against OWNER. XVI WARRANTIES AND REPRESENTATIONS The OWNER represents and warrants to the VILLAGE as follows: 1. That Vidmontas and Linas Poskus hereof is the legal title holder and owner of record of the respective parcels of the TERRITORY. 2. That the OWNER proposes to develop the TERRITORY in the manner contemplated under this Agreement. 3. That other than the OWNER, no other entity or person has any interest in the TERRITORY or its development as herein proposed. 4. That OWNER has provided the legal description of the TERRITORY set forth in this Agreement and the attached Exhibits and that said legal descriptions are accurate and correct. XVII CONTINUITY OF OBLIGATIONS Notwithstanding any provisions of this Agreement to the contrary, including but not limited to the sale and/or conveyance of all or any part of the TERRITORY by OWNER, OWNER shall 13 at all times during the term of this Agreement remain liable to VILLAGE for the faithful performance of all obligations imposed upon them by this Agreement until such obligations have been fully performed or until VILLAGE, at its sole option, has otherwise released OWNER and from any all of such obligations. XVIII NO WAIVER OR RELINQUISHMENT OF RIGHT TO ENFORCE AGREEMENT Failure of any party to this Agreement to insist upon the strict and prompt performance of the terms covenants, agreements, and conditions herein contained, or any of them, upon any other party imposed, shall not constitute or be construed as a waiver or relinquishment of any party's right thereafter to enforce any such term, covenant, agreement or condition, but the same shall continue in full force and effect. XIX VILLAGE APPROVAL OR DIRECTION Where VILLAGE approval or direction is required by this Agreement, such approval or direction means the approval or direction of the Corporate Authorities of the VILLAGE unless otherwise expressly provided or required by law, and any such approval may be required to be given only after and if all requirements for granting such approval have been met unless such requirements are inconsistent with this Agreement. XX SINGULAR AND PLURAL Wherever appropriate in this Agreement, the singular shall include the plural, and the plural shall include the singular. XXI SECTION HEADINGS AND SUBHEADINGS All section headings or other headings in this Agreement are for general aid of the reader and shall not limit the plain meaning or application of any of the provisions thereunder whether covered or relevant to such heading or not. 14 XXII RECORDING A copy of this Agreement and any amendments thereto shall be recorded by the VILLAGE at the expense of the OWNER within 30 days after the execution hereof. XXIII AUTHORIZATION TO EXECUTE. The President and Clerk of the VILLAGE hereby warrant that they have been lawfully authorized by the VILLAGE Board of the VILLAGE to execute this Agreement. The OWNER and VILLAGE shall, upon request, deliver to each other at the respective time such entities cause their authorized agents to affix their signatures hereto copies of all bylaws, resolutions, ordinances, partnership agreements, letters of direction or other documents required to legally evidence the authority to so execute this Agreement on behalf of the respective parties. XXIV AMENDMENT This Agreement sets forth all the promises, inducements, agreements, conditions and understandings between the parties hereto relative to the subject matter thereof, and there are no promises, agreements, conditions or understandings, either oral or written, express or implied, between them, other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties hereto unless authorized in accordance with law and reduced in writing and signed by them. XXV COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which taken together, shall constitute one and the same instrument. XXVI CURING DEFAULT 15 Exhibit "B" It is understood by the parties hereto that time is of the essence of this Agreement. The parties to this Agreement reserve a right to cure any default hereunder within fifteen (15) days from written notice of such default. XXVII CONFLICT BETWEEN THE TEXT AND EXHIBITS In the event of a conflict in the provisions of the text of this Agreement and the Exhibits attached hereto, the text of the Agreement shall control and govern. XXVIII SEVERABILITY If any provision of this Agreement is held invalid by a court of competent jurisdiction or in the event such court shall determine that the VILLAGE does not have the power to perform any such provisions, such provision shall be deemed to be excised here from and the invalidity thereof shall not affect any of the other provisions contained herein, and such judgment or decree shall relieve VILLAGE from performance under such invalidity thereof shall not affect any of the other provisions contained herein, and such judgment or decree shall relieve VILLAGE from performance under such invalid provision of this Agreement. XXIX DEFINITION OF VILLAGE When the term VILLAGE is used herein it shall be construed as referring to the Corporate Authorities of the VILLAGE unless the context clearly indicates otherwise. XXX EXECUTION OF AGREEMENT This Agreement shall be signed last by the VILLAGE and the President of the VILLAGE shall affix the date on which he signs this Agreement on page 1 hereof which date shall be the effective date of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. 16 Exhibit `B" VILLAGE OF LEMONT an Illinois Municipal Corporation By: ATTEST: Village Clerk OWNERS: By: 4 /J Its a-4) H 4-1•17-14-5 By: Its 149 ' Pas k US ACKNOWLEDGMENTS STATE OF ILLINOIS) ) ss. COUNTY OF COOK ) I, the undersigned, a Notary Public, in and for the County and Sate aforesaid, DO HEREBY CERTIFY that JOHN F. PIAZZA is personally known to me to be the President of the Village of Lemont, and CHARLENE M. SMOLLEN, personally known to me to be the Village clerk of said municipal corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such President and Village Clerk, they signed and delivered the said instrument and caused the corporate seal of said municipal corporation to be affixed thereto, pursuant to authority given by the Board of Trustees of said municipal corporation, as their free and voluntary act, and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. 17 .* . 1 Exhibit "B" GIVEN under my hand and official seal, this 47 day of sd2c e-t/ , 2003. Commission expires STATE OF ILLINOIS) ss. COUNTY OF COOK ) 7 -Zi*49 w d Z , 20040 . otary Public I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that the above -named V v r.� r„ a. , L _ v V ,►n ,, personally known to me to be the same persons whose names are subscribed to the foregoing instrument appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their own free and voluntary act for the uses and purposes therein set forth. GIVEN under my hand and official seal, this 1 k*- day of 1-j‘-v , 2003. Commission expires Notary Public S: \Community Development\ Annexation Agreements/1261 State L SEAL AL XANDER R ROMAN K NOTARY PUBLIC, STATE O MY COMMISSION EXPII t ` $ EXHIBIT "A" LEGAL DESCRIPTION THE NORTH 150 FEET (EXCEPT THE EAST 400 FEET THEREOF) OF THE SOUTH 1/2 OF THE SOUTHWEST 1/4 OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF LOT 3 IN COUNTY CLERK'S DIVISION OF SECTION 32, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS. 19