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2007-310 • RESOLUTION NO. 2007- 31 A RESOLUTION AUTHORIZING THE ACCEPTANCE AND EXECUTION OF A SETTLEMENT AND RELEASE AGREEMENT WHEREAS, the Village of Buffalo Grove and the Buffalo Grove Foreign Fire Insurance Board have mutually resolved all issues that were or could have been raised regarding the collection and disbursement of foreign fire insurance tax proceeds along with the operation and management of the Foreign Fire Insurance Board; and WHEREAS, to further reflect mutual agreement on the collection and disbursement of foreign fire insurance tax proceeds as well as the operation and management of the Foreign Fire Insurance Board changes have been adopted by Ordinance that amend Chapter 3.32 of the Village's Municipal Code; and WHEREAS, both the Village of Buffalo Grove and Buffalo Grove Foreign Fire Insurance Board desire to avoid any future burdens, expenses, delay and uncertainties regarding the administration of the Buffalo Grove Foreign Fire Insurance Fund pursuant to the Illinois Municipal Code, 65 ILCS 5/11 -10 -1 et seq. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS THAT: Section 1. The proposed Settlement and Release Agreement attached as Exhibit A to this Resolution is accepted in furtherance of the mutual objectives of both the Village of Buffalo Grove and Buffalo Grove Foreign Fire Insurance Board to resolve any and all outstanding issues applicable to the receipt and disbursement of foreign fire insurance tax proceeds as well as the operation and management of the Foreign Fire Insurance Board, all in compliance with the Illinois Municipal Code, 65 ILCS 5111 -10 -1 et .seq. Section 2. The Village Manager is hereby authorized to execute the Settlement and Release Agreement on behalf of the Village and to transfer the amount of tax proceeds due the Buffalo Grove Foreign Fire Insurance Board as set forth in Section 2 of the Agreement. AYES: 4 — Braiman, Berman Trilling, Rubin NAYES: 0 — None ABSENT:2 _ Glover, Kahn PASSED: November 5 , 2007. APPROVED: November 5 2007. PUBLISHED: November 6 •2007• APPROVED: Village President ATTEST: _ TVA .&w Villag Jerk • SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement ("Agreement ") is made and entered into by and between the BUFFALO GROVE FOREIGN FIRE INSURANCE BOARD ( "the Board") and the VILLAGE OF BUFFALO GROVE ("the Village ") (collectively referred to herein as the "Parties"). WHEREAS, the Village is an incorporated governmental entity pursuant to the Illinois Municipal Code and has the powers to govern its affairs pursuant to the home rule powers of the Illinois Constitution and Illinois Statutes; WHEREAS, the Village, pursuant to ordinance number 91 -35, authorized the Illinois Municipal League to act as a clearing house in the collection and distribution of the 2% foreign fire insurance tax for a fee of 7% of the amount of the foreign fire insurance tax collected by the Illinois Municipal League; WHEREAS, the Board is a voluntary association created in accordance with the provisions of 65 ILCS 5/11 -10 -1 and 2; WHEREAS, the members of the Board consist of all full -time employees of the Village's fire department, and all full -time employees of the Village's fire prevention bureau whose primary duties consist of inspecting buildings for compliance with all fire codes, investigating fires and educating the Village's residents on fire safety and prevention; WHEREAS, the Board's officers are duly elected and include a Chairman, Vice Chairman, and Secretary/Treasurer; WHEREAS, the Board was organized for the purposes of receiving foreign fire insurance tax proceeds collected by the Village through its Treasurer pursuant to 65 ILCS 5111 -10 -1 and 2, developing and maintaining a list of items deemed by the Board to constitute appropriate expenditures under 65 ILCS 5/11 -10 -2, and spending the foreign fire insurance tax proceeds 0 0 received from the Village's Treasurer for the maintenance, use and benefit of the Village's fire department pursuant to 65 ILCS 5/11-10-2; WHEREAS, pursuant to the provisions of 65 ILCS 5111 -10-1 and 2, the Board's officers are expected to perform their duties in a fiduciary manner; WHEREAS, pursuant to the provisions of 65 ILCS 5111 -10 -1 and 2, the Board has established a foreign fire insurance tax revenue account in its name {"Foreign Fire Insurance Tax Fund "); WHEREAS, the Parties enter this Agreement to resolve all issues that were or could have been raised by the Parties regarding the collection and disbursement of the foreign fire insurance tax proceeds that were or should have been collected by the Village pursuant to Section 11 -10 -1 of the Illinois Municipal Code (i.e., 65 ILCS 5111 -10 -1) from the beginning of time and continuing through the effective date of this Agreement; WHEREAS, the Parties now desire to enter into this Agreement for the sole purposes of avoiding the burden, expenses, delay and uncertainties of litigation involved in the resolution of these matter(s); and, NOW, THEREFORE, the Parties agree and covenant as follows: 1. The effective date of this Agreement will be the date upon which it is signed by all Parties. No party shall unreasonably delay the signing and execution of this Agreement. 2. Within twenty -one (21) calendar days of the date on which the Village receives a fully- executed copy of this Agreement, the Village shall transfer to the Board a lump sum amount of $101,296.90, which it collected pursuant to 65 ILCS 5/11 -10 -1 in fiscal years 2003, 2004 and 2005. This payment shall be made by the Village to the Board's Secretary/Treasurer via hand delivery or certified mail. 2 3. The Village has appropriated to the Board the foreign fire insurance tax proceeds it received from the Illinois Municipal League in 2006. The Village shall appropriate to the Board the foreign fire insurance tax proceeds that it receives from the Illinois Municipal League in 2007. After 2007, the Village shall continue to receive all future foreign fire insurance tax proceeds collected by the Illinois Municipal League as permitted by 65 ILLS 5111 -10 -1, 2 and 3. The Village shall regularly and annually appropriate those proceeds to the Board as required by 65 ILCS 5111 -10 -1, 2 and 3. All such future appropriations to the Board, including, but not limited to, that which will be made in 2007, shall be completed by the Village within twenty -one (21) calendar days of the date on which it receives the foreign fire insurance tax proceeds from the Illinois Municipal League. 4. The Board's officers shall be vested with the sole and exclusive authority to issue checks from the Foreign Fire Insurance Tax Fund in accordance with the Board's by -laws, the provisions contained in this Agreement, and 65 ILCS 5111 -10 -1, 2 and 3. 5. The Board shall have complete and exclusive jurisdiction, authority and control over its business, affairs and by -laws, except as provided by 65 JLCS 5/11 -10 -1, 2 and 3, applicable Illinois statutes and paragraph 7 herein. 6. All expenditures made by the Board shall be solely for the maintenance, use and benefit of the Village's fire department as required by 65 ILCS 5/11 -10 -2. 7. The Parties agree to adopt and incorporate herein by reference Article X(a) and Article )UV of the Board's by -laws as they appear as of the effective date of this Agreement. Article X(a) and Article XIV of the Board's by-laws may not be amended by the Board except by mutual agreement of the Parties. C 0 8. Within forty-five (45) calendar days of the effective date of this Agreement, the Village shall amend Chapter 3.32 of the Village of Buffalo Grove Municipal Code, where necessary, so as to make it entirely consistent with the requirements of 65 ILLS 511110 -1, 2 and 3. The Village shall not directly or indirectly interfere with, limit, reduce, remove or eliminate any of the Board's benefits and rights under this Agreement or 65 ILCS 5/11 -10 -1, 2 and 3, unless required to do so by state or federal law. 9. In exchange for the Village's promises herein, the Board fully, finally, unconditionally and irrevocably waives, releases and discharges the Village, and all of its officials, officers, directors, managers, employees, elected and other representatives, and agents thereof in their individual, fiduciary and corporate capacities (herein referred to as the "Released Parties "), from any and all claims, complaints, charges, causes of action, grievances, unfair labor practice charges, and lawsuits arising out of the collection and expenditure of the foreign fire insurance tax proceeds that were or should have been collected by the Village pursuant to 65 ILCS 5/11 -10 -1, from the beginning of time through and including the effective date of this Agreement, that the Board may now have or has had, whether known or unknown, based on any federal, state, county or local statute, ordinance, rule or regulation, the common law of any state, any contract, or any other theory of relief. The terms of this paragraph, however, do not apply to any and all claims, complaints, charges, causes of action, grievances, unfair labor practice charges, and lawsuits against the Released Parties that may arise out of the collection, receipt and/or expenditure of the foreign fire insurance tax proceeds by the Village in 2007 or any subsequent year. 10. It is expressly agreed to and understood by the Parties that by entering into this Agreement, the Village and the Released Parties do not in any way, directly or indirectly, 4 acknowledge or admit to any violation of any law, contract, policy, ordinance, regulation or practice. 11. The Parties agree that the provisions of this Agreement shall be deemed severable and that the invalidity of any provision herein shall not affect the validity of any other provision herein. If any provision of this Agreement is deemed to be invalid or unenforceable, then such provision shall be given effect to the extent that it is valid and enforceable, and all other provisions of this Agreement shall remain in full force and effect. The Parties further agree that the provisions of this Agreement supersede all other prior oral or written communications between the Parties concerning the subject matter hereof. This Agreement may be amended only by a written document signed by all Parties. 12. All clauses of this Agreement that begin with the word "WHEREAS" are for informational purposes only and are not considered by either party to constitute a term of this Agreement. All such clauses shall not be construed or interpreted as a term of this Agreement. Moreover, all such clauses shall not be relied upon to construe or interpret any term of this Agreement. Illinois. 13. This is an enforceable contract and it shall be governed by the laws of the state of 5 • \_J IN WITNESS WBEREOF, the Parties hereto have executed this Settlement and Release Agreement on the dates set forth below: VILLAGE OF BUFFALO GROVE By: LA)" -1 .+-'I- Its: FtA0091L, Date: tcib (ZQO? BUFFALO GROVE FOREIGN FIRE INSURANCE BOARD By:_ :. Qj gs��1C . � Date: 0