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HomeMy WebLinkAboutRESOLUTIONS-1992-039-R-926-1-92 39-R-92 A RESOLUTION Authorizing the City Manager to Enter Into an Agreement with EVMARK WHEREAS, the City of Evanston established Special Service Area No. 4 pursuant to Ordinance 45-0-87; and WHEREAS, the City of Evanston has extended the duration of Special Service Area No. 4 for five (5) additional years pursuant to Ordinance 49-0-92; and WHEREAS, Evanston Special Service Area No. 4 has been established and extended in order to provide certain public services which will supplement services currently or customarily provided by the City to the area and to assist the promotion and advertisement of the area in order to attract businesses and consumers; and WHEREAS, it is in the best interests of the City that the City retain EVMARK, an Illinois not -for -profit corporation to provide planning, administration and management for Special Service Area No. 4. NOW, THEREFORE, BE IT RESOLVED: SECTION 1: That the City Manager of the City of Evanston is hereby authorized and directed to negotiate and enter into an exclusive administration agreement with EVMARK, an Illinois not -for -profit corporation, to provide planning, administration and management services for Evanston Special Service Area No. 4. SECTION 2: That an exclusive administration agreement • 39-R-92 shall be in substantial conformance with & the proposed agreement attached hereto and incorporated herein by reference as Exhibit A. SECTION 3: The City Manager is hereby authorized and directed to negotiate any additional terms and conditions on said agreement as may be determined to be in the best interests of the City. SECTION 4: This resolution shall be in full force and effect from and after its passage, approval, and publication in the manner provided by law. TTES9 Mayor pro Tp- M City Clerk Adopted: ORO - , 1992 C EXHI3I A EXCLUSIVE IMPLEMENTATION AGREEMENT FOR EVANSTON SPECIAL SERVICE AREA NO. 4 The -City of Evanston ("City"), and EVMARK, an Illinois not -for -profit corporation ("Corporation") agree as set forth in this Exclusive Implementation Agreement for Evanston Special Service Area No. 4 (the "Agreement"). RECITALS A. The City established the City of Evanston Special Service Area No. 4, pursuant to Ordinance No. 49-0-92 (the "Ordinance") enacted by the City Council of the City of • Evanston (the "City Council") in the exercise of the City's home rule powers and pursuant to the provisions of Chapter 120, Paragraph 1301 et sec. of the Illinois Revised Statutes. B. Evanston Special Service Area No. 4 is a contiguous area within the City outlined on the attached map and commonly referred to as the Evanston Central Business District. The territory of Evanston Special Service Area No. 4 (the "Territory") is legally described in Exhibit A, which is attached to and made a part of this Agreement. C. Evanston Special Service Area No. 4 has been established in order to provide certain marketing, advertisement and economic development activities on behalf of 0- the Territory in order to attract businesses and consumers; and also to provide certain public services- which supplement services which are currently or customarily provided by the City to the Territory. D. The Corporation is an Illinois not -for -profit corporation organized for the purpose of enhancing and promoting downtown Evanston, Illinois. E. It is in the public interest that the Corporation participate in the planning, implementation and management of Evanston Special Service Area No. 4. ARTICLE I. SCOPE OF CORPORATION'S SERVICES • 101 Corporation to Implement Evanston Special Service Area No. 4. The City retains and the Corporation agrees to be retained by the City for the purpose of planning, implementing, and managing Evanston Special Service Area. No. 4. The services to be performed by the Corporation shall include: (i) promoting, advertising and pursuing other economic development activities on behalf of the Territory ("Promotional Services") for the purpose of attracting businesses and consumers to the Territory. Promotional Services may include, but not be limited to, marketing and advertising the Territory in print and electronic media, and such other actions that, in the judgment of the Corporation, will foster and promote the Territory. All Promotional Services will be directed toward marketing the Territory as a whole and will not be used to 2 exclusively advertise any particular business or property owner within the Territory. (ii) providing certain public services ("Supplemental Services") to the Territory that will supplement the services currently or customarily provided by the City to the Territory. The Supplemental Services to be provided by the Corporation shall be those that the Territory needs and the City is not available to perform on as timely, economical and efficient basis as an independent provider of such services. Supplemental Services shall be those which are determined from time to time by written agreement of the City and the Corporation. 102 Corporation Contracts for Supplemental Services. The Corporation shall enter into contract negotiations with potential providers of the Supplemental Services. After receiving any approval from the City Manager of the City of Evanston (the "City Manager") necessary under Section 302, the • Corporation will enter into contracts for the performance of each Supplemental Services. 103 Corporation to Provide Promotional Services. The Corporation shall provide such Promotional Services for the Territory as the Corporation shall, from time to time, determine as beneficial for the Territory. The Corporation may also enter into contracts with providers of Promotional Services to perform Promotional Services for the Territory. 104 Additional Services. In addition to the services set forth in Sections 101 through 103 of this Agreement, the Corporation may engage in such other services ("Additional Services") in connection with Evanston Special Service Area No. 0 3 0- 4 as the Corporation and the City may agree to in writing from time to time. 105 Program Renorts. The Corporation shall prepare a program report ("Program Report") for each of the fiscal years of the City ("Fiscal Year") which occur during the term of this Agreement. The Program Report shall describe the Corporation's activities during that Fiscal Year and shall be submitted to the City Council and the City Manager no later than 60 days prior to the beginning of the next Fiscal Year. The Program Report shall, in addition, specify the Supplemental Services and Promotional Services which the Corporation desires to have performed in the upcoming Fiscal Year and an estimate of the cost of providing the proposed Promotional Services and Supplemental Services. 106 Exclusive Provider of Services. During the term of this Agreement, the Corporation shall be the exclusive provider of all services set forth in this Article I, and the City covenants and agrees not to enter into any agreement for the provision of such services with any other person, corporation, partnership or other legal entity during the term of this Agreement without obtaining the prior written consent of the Corporation. 4 • L_J 1 ARTICLE II. RESPONSIBILITIES OF CORPORATION 201 Stiecial Service Area Budaet and Tax Levv Recommendations. (A) Budget. The Corporation shall prepare a budget ("Special Service Area Budget") for each Fiscal Year during the term of this Agreement. The Special Service Area Budget shall be submitted to the City Council and City Manager no later than 60 days prior to the beginning of the Fiscal Year to which it applies. The Special Service Area Budget shall set forth as accurate an estimate as possible of the following items: (1) amounts expected to be needed in the Fiscal Year to pay the direct program costs (the "Program Costs") for providing (i) Promotional Services to the Territory, (ii) Supplemental Services to the Territory, (iii) Additional Services to the Territory and (iv) City Services (defined in Section 301) to the Territory; (2) amounts expected to be needed in the Fiscal Year to pay for administrative and operating expenses incurred by the Corporation in connection with its performance under the Agreement (the "Corporation Expenses"). • 5 In no event shall the Special Service Area Budget exceed Two Hundred Fifty Thousand Dollars ($250,000) in any Fiscal Year. Also, no less than 50% of the Special Service Area Budget in any fiscal year shall be allocated to Promotional Services. The Corporation has prepared the Special Service Area Budget for the initial Fiscal Year of this Agreement which is attached to and made a part of this Agreement as Schedule 1. (B) Tax Levy. At the same time the Corporation submits the Special Service Area Budget to the City Council and City Manager, the Corporation will also submit as accurate as possible an estimate for the amount of the tax which must be levied during the Fiscal Year to fund the costs and expenditures set forth in the Special Service Area Budget ("Corporation's Tax Recommendations"). In no event shall the Corporation's Tax Recommendations exceed the maximum rate of taxes authorized to be extended in any one year by the Ordinance. (C) Revisions. The Corporation agrees that at the request of the City Council or City Manager, it will revise the Special Service Area Budget and the Corporation's Tax Recommendations as the City Council or City Manager may deem necessary. 6 202 Corporation's Representative. The Corporation shall designate a person to act as its representative in connection with all its communications and dealings with the City Manager and City Council under this Agreement. The Corporation may appoint a different representative only with prior written notice to the City Manager and City Council. 203 Corporation's Contractual Liabilitv. The Corporation shall be solely liable for: (i) The cost of Supplemental Services, Promotional Services, Additional Services and Corporation's Expenses that exceed the amounts allocated for such items in the City's Special Service Area Budget (defined in Section 303). (ii) Contracts which were entered into by the Corporation without first obtaining the approval of the City Manager, required under Section 302. 204 Corporation's Liabilitv Insurance. The Corporation shall obtain general liability insurance in such form and in such amounts as will be approved by the City Manager. In connection with providing Supplemental Services and Additional Services, if any, to the Territory, the Corporation will enter into contracts only with providers of such services that have procured general liability insurance and the Corporation shall require such providers to furnish certificates of general liability insurance to the City Manager and the Corporation, which certificates shall name the City as - an additional insured, and shall provide coverage in amounts to be approved by the City. 0 7 0- ARTICLE III. RESPONSIBILITY OF CITY COUNCIL AND CITY MANAGER 301 Citv Services. The City shall provide those services. to the Territory ("City Services") which are set forth in Exhibit B to this Agreement. Exhibit B may be amended from time to time by written agreement of the City and the Corporation. No later than 30 days prior to the beginning of each Fiscal Year the City Manager shall provide to the Corporation as accurate an estimate as possible of the costs of providing City Services. The amounts due and owing for City Services shall be paid with a portion of the proceeds of the taxes levied to fund Evanston Special Service Area No. 4. 302 Citv Manager Approval. Prior to entering into any contracts for performance of Supplemental Services, the Corporation shall submit to the City Manager: (i) The name of any potential provider of Supplemental Services, unless the City Manager has given his previous approval of such provider under this Agreement and (ii) a description of any proposed physical improvements to be made within the Territory as part of any Supplemental Services and the manner and technique to be used in performing such improvements. The City Manager shall have ten (10) business days after receiving the name of a provider of Supplemental Services or description of physical improvements, as the case may be, to inform the Corporation in writing of his approval or objection. If the City Manager's objection or approval is not received by the Corporation within ten (10) business days, his approval shall be deemed granted, and in such circumstances, the U Corporation -is authorized to contract and undertake such service or improvement, as the case may be. 303 Adoption of Citv's Special Service Area Budget and Tax Lew Ordinance. The City Council covenants and agrees to consider in good faith the Special Service Area Budget and the Corporation's Tax Recommendations, but in no event shall the City Council be obligated to adopt the Special Service Area Budget or approve the Corporation's Tax Recommendations. For purposes of this Agreement, the budget adopted by the City Council for Evanston Special Service Area No. 4 shall be known as the "City's Special Service Area Budget" and the ordinance adopted for the levy of taxes to fund Evanston Special Service Area No. 4 shall be known as the "Tax Levy Ordinance". The City Council covenants and agrees that in approving the City's • Special Service Area Budget and Tax Levy Ordinance, it will at all times comply with the. requirements set forth in Chapter 120, Paragraph 1301 et sea. of the Illinois Revised Statutes, including that it will not enact a tax levy ordinance that would exceed the maximum rate of taxes authorized to be extended.in any one year by the Ordinance. 304 Delivery of Citv's Special Service Area Budget and Tax Lew Ordinance. Within five (5) business days after the adoption of the City's Special Service Area Budget and Tax Levy Ordinance, the City Manager will deliver a complete and accurate copy of the City's Special Service Area Budget and Tax Levy Ordinance to the Corporation, and any other documents 9 ' 0 which.the Corporation shall reasonably request as necessary to carry out its duties under this Agreement. 305 Citv's_ Limited 3�iabilitv,. The City shall have no liability for: (i) The cost of Supplemental Services, Promotional Services, Additional Services and Corporation's Expenses that exceed the amounts allocated for such items in the City's Special Service Area Budget. (ii) Contracts which were entered into by the Corporation without first obtaining the approval of the City Manager required under Section 302. 306 Citv's Representative. The City designates the City Manager to act as its representative in connection with all its communications and dealings with the Corporation under this Agreement. • ARTICLE IV. PAYMENT TO CORPORATION 401 Pavment to the Corporation. .The City shall pay the Corporation its Program Costs, exclusive of those with respect to City Services, and Corporation Expenses in each case as set forth in and provided for in the City Special Service Area Budget. Payments to the Corporation shall be made from the proceeds of each annual tax levied for the purpose of 10 0 • funding Evanston Special Service Area No. 4 (the "Tax Proceeds"). All Tax Proceeds shall, as soon as collected, be placed by the City in an account which will be physically segregated from all other funds of the City. On or before the 15th day of each month during the term of this Agreement, the City shall pay to the Corporation all of the Tax Proceeds received in the preceding month, minus an amount of the Tax Proceeds to be retained by the City to pay for City Services. The amount to be retained by the City shall be the percentage of the total Tax Proceeds received during such month which is the same percentage as the percentage of the City Special Service Area Budget for that Fiscal Year which was allocated • for the payment of City Services. 402 Corporation Seareaates Pavments. The Corporation shall place all Tax Proceeds paid to it by the City Council in an account known as the "Evanston Special Service Area Tax Levy Fund" which will be physically segregated from all other funds of the Corporation. The Corporation shall use the Tax Proceeds placed in the Evanston Special Service Area Tax Levy Fund exclusively for the following purposes: (i) payment of Program Costs for Supplemental; Promotional or Additional Services to the Territory and (ii) payment of Corporation Expenses. 403 JMZpection of Accounts. The Corporation shall keep accurate accounts of all its activities and of all its receipts and expenditures in connection with Evanston Special Service Area No. 4, and shall keep such accounts open for inspection by the City Manager and City Council at the offices of the Corporation during normal business hours. 404 Financial Statements of Corporation. The Corporation shall submit to the City Manager and City Council an annual audited financial statement of the Corporation during the terms of this Agreement. ARTICLE V. TERM 501 Term. The initial term of this Agreement shall be for the one year period ending with the first anniversary of the date of this Agreement. Thereafter, this Agreement may be renewed annually by a written agreement of the City and the Corporation for additional terms of not more than one (1) year each, provided that no renewal may extend beyond the termination date of the Evanston Special Service Area No. 4. It is the intention of both the City and Corporation that this Agreement will be renewed until the termination of Evanston Special Service Area No. 4. 12 • 0 ARTICLE VI. GENERAL PROVISIONS 601' The Corporation warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement, on behalf of the Corporation, upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees of the Corporation. 602 Ownership of Documents. All documents developed by the Corporation under this Agreement are and shall remain the property of both the Corporation and the City. 603 Eaual Employment Opportunities. The Corporation • will not discriminate, directly or indirectly, on the grounds of race, color, religion, sex, age, or national origin in its employment practices under this Agreement. The Corporation agrees to comply with all provisions of the City of Evanston Fair Employment Practices Ordinance. The Corporation further agrees that it will make a good faith effort to assure that qualified minority business enterprises are solicited to provide Supplemental Services, Promotional Services and Additional Services, if any, in connection with Evanston Special Service Area No. 4. 604 Force Maleure. The Corporation shall not be in default under this Agreement to the extent that it is prevented from or delayed in performance of its obligations under this • 13 Agreement by any event or condition beyond its reasonable control, including, but not limited to, strikes or other work stoppages, war, acts of civil or military authorities, earthquakes, tornados, and acts of the City. 605 Notices. All notices under this Agreement shall be in writing except in case of emergency and shall be delivered or mailed by first class mail, if to. the Corporation at: EVMARK Corporation P. O. Box 855 Evanston, Illinois 60204 Attention: EVRARK: Marketing Coordinator/ Executive Director and if to the City at : EVANSTON CIVIC �.�ir i�x • 2100 Ridge Avenue Evanston, Illinois 60201 Attention: City Manager or such other address as either the Corporation or the City shall designate by notice to the other. Notices shall be considered given when delivered or three (3) days after being deposited in the mail. 14 • 606 Miscellaneous. (i) The covenants and agreements herein contained shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing, the rights and benefits of the Corporation under this Agreement are personal to the Corporation and may not be assigned to any other party or entity. (ii) This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the transactions contemplated by this Agreement, there is not another agreement between the parties except as herein specifically set forth, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, made by the Corporation and the City or their respective employees -or agents respecting any aspects of the transactions contemplated by this Agreement are merged into the terms of this Agreement. • (iii) This Agreement shall be interpreted, applied and enforced in accordance with the laws of the State of Illinois. If any provision hereof is in conflict with any statute or rule of law of the State of Illinois, or is otherwise unenforceable, such provision shall be deemed null and void only to the extent of such conflict or unenforceability and shall be deemed separate from and shall not invalidate any other provision of this Agreement. (iv) If the date for performance of the obligations of either the Corporation or the City under this Agreement falls on a Saturday, Sunday or a legal holiday, the time for performance shall be extended to the next succeeding business day. (v) The captions contained in this Agreement are for convenience of reference only, and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. • 15 (vi) For convenience, this Agreement may be executed in -.any number of counterparts, each._of.which shall be deemed . to be an original .. and all of such counterparts when taken together- shall constitute but one and the same document which shall be -sufficiently evidenced by any such executed.counterpart. (vii) As used .-An this Agreement, the term "person" shah=. -.include corporations or other organizations, partnerships or other entities, or individuals; the singular shall include the plural, whenever appropriate; and all necessary grammatical changes required to make the provisions of this Agreement applicable as herein described shall in all cases be assumed as though in each case fully expressed. 16 • . n U is • IN *.Liu .SS WHEREOF, the parties have executed this Agreement as of Attest: By. Its: Attest: By: Its: CITY OF EVANSTON By: Its: .By: Its: City facer EVMARK, An Illinois not -for -profit Corporation 9 Dated: • 17 EXHIBIT A LEGAL DESCRIPTION FOR SPECIAL SERVICE DISTRICT NO. 4 That part of the southeast 1/4, northwest 1/4, southwest 1/4, and northeast 1/4 of Section 18, Township 41 north, Range 14 east of the Third Principal Meridian, bounded and described as follows: Beginning at the point of intersection of the center line of Grove Street and center line of Maple Avenue in the southwest 1/4; thence northerly along the center line of Maple Avenue to a point 100 feet from the intersecting point of the center line of Maple Avenue and the extended north right of way line of the east -west alley in block 62 of the Village of Evanston, thence westerly parallel to the north line of aforesaid alley to a point in the east line of lot 3 in aforesaid block 62; thence southerly along the east line of aforesaid lot 3 to a point on the north right of way line of said east -west alley; thence westerly along the north line of said alley to the south-west corner of lot 4 in aforesaid block 62; thence northerly along the west line of said lot 4 for a distance of 90 feet; thence westerly along a line parallel to north line of block 62 to an intersecting point of the center line of Oak Avenue; thence . northerly along the center line of Oak Avenue to an intersecting point of the extended south line of lot 6, block 61 in the Village of Evanston, thence westerly along the south line of said lot 6 to the point on the center line of the north -south alley in block 61, thence northerly along the center line of said alley to a point on the center line of Davis Street, thence easterly along the center line of Davis Street to an intersecting point on the center line of Oak Avenue, thence northerly along the center line of Oak Avenue to the intersecting point of the extended center line of the east -west alley in block 67 in the Village of Evanston; thence easterly along the center line of said alley to a point on the extended center line of the north -south alley in aforesaid .block 67, thence northerly along the center line of a-fo.resaid north -south alley to an intersecting point of the extended south line of lot 1 of G. W. Smith's subdivision of lot 5 and west 40 feet of lot 5 of said block 67, thence wester'_%• along the south line of aforesaid lot 1 of G. W. Smith's subdivision to a point on the center line of Oak Avenue; thence northerly along the center line of Oak Avenue to a point on the center line of the Chicago and Northwestern Railroad of wa% in the northwest 1/4; thence south easterly along Said center line of the Chicago and Northwestern Railroad right =_ tiav tc a point on the north line of Davi_ Street in the '-,,,'4; thence easterly along the north line of Davis Street to an intersecting point on the west right of way line of Benson Avenue in the southwest 1/4; thence northerly along the west • right of way line of Benson Avenue to a point on the center Pace 1 of 4 line of Church Street in the southwest 1/4; thence easterly along said center line of Church Street to an intersecting point of west right of way line of Benson Avenue (north of Church Street in the northwest 1/4); thence northerly along said west line of Benson Avenue in the northwest 1/4 to a point on the north right of way line of University Place; thence easterly along the said north line of University Place to an intersecting point with.the center line of Shernan Avenue; thence southerly along said center line of Sherman Avenue to a point on the center line of Clark Street; thence easterly along said center line of Clark Street to an inte=sect_:-g point on the center line of Orrington Avenue in the northwest 1/4, thence southwesterly along the center line of Orrington Avenue to an intersecting point with the extended center .line of Church Street in the southwest 1/4; thence southeasterly along the center line of Church Street to a point on the center line of Chicago Avenue in the southeast 1/4; thence southwesterly along the center line of Chicago Avenue to an intersecting point with the extended line 5 feet south of the south line of lot 3 in block 20, in the Village of Evanston; thence southeasterly along said line, 5 feet south of the south line of said lot 3 to a point on the center line of the north -south alley in block 20, thence southwesterly along said center line of alley to an intersecting point with the extended south line of lot 11 in aforesaid block 20, thence southeasterly along said south line of lot 11 to a point on the center line of • Hinman Avenue; thence southwesterly along the center line of Hinman Avenue to an intersecting point with the extended south line of lot 2 cf block 26 of the Village of Evanston, thence northwesterly along the south line of lot 2 in said block 26 to a point on the west right of way line of the northerly -southerly alley in said block 26; thence southwesterly along said west line of alley in block 26 to a point on the south line of lot 9 in said block 26; thence northwesterly along the north line of lot A of plat of consolidation of lots 7 and 8 in said block 26 (commonly known as 519 Grove Street in the City of Evanston); thence along the west line of aforesaid lot A to a point on the center line of Grove Street in the southeast 1/4; thence northwesterly along the center line of Grove Street to an intersecting point with the center line of Chicago Avenue in the northeast 1/4 of the southwest quarter; thence northeasterly along said center line of Chicago Avenue to an intersecting point with the extended north line of lot 5 in block 27 in the Village of Evanston, thence northwesterly along said north line of lot 5 to a point on the center line of the north -south alley in block 27; thence southwesterly along said center line of alley to a point on the center line of the north -south alley in block 29 in the Village of Evanston; thence southerly along said center line of alley in block 29 to an intersecting point on the center line of Lake Street; thence. westerly along the center line of Lake Street tc an intersecting point with the extended center line of the • north -south alley in block 30 0-f the Village of Evanston, Page 2 of 4 0 -thence:=southerly along the center line of the alley i - blaick 30 to_t i_.;extended south -line of lot 14 of aforesaid block 3i ; - thence;Iesterly.-.along-._said south line . of lot 14 to an . inter ect ng_°.goimt;; on- ­the center line -of Sherman Avenue; thence no ier along the_ center_ -_line of Sherman Avenue to ,a point on •...Y•.,p, . .... _ there.:.:�7.aiie3=of=,_.I.akeStreet;:thence-:-westerly along said centeLlIIeso2.aJceStreet--to---an intersecting point on the ri:-� .... _ . _ . centezeYof=tie:`C:�i---and St. P. R.R. right of way; thence nortiiweste lY-along said_ center line. of- the C.M. and St. P. R.R::::righ� of - way- -to an. intersecting point on the center line of Grove:ry:Street; thence westerly along said center -line of Grove St=eet.to the point of beginning (centerline of Maple Avenue). 0. • Paae 3 of 4 v IC 0 �--�" n i u M ..AVE.IL e I —C A 0 l::zl__ EXHIBIT B CITY SERVICES TASK-1 Purchase of material to patch and repair the existing. -deteriorated brick tiles in the EVMARK area. This task will continue until such time as the existing tiles are replaced with the walk system to be recommended in the Downtown Appearance Plan currently being developed by the EVMARK Design Group. Annual allocation $ 5,000 TASK 2 The City will provide an additional crew for the cleaning of .the downtown area on Saturday mornings beginning in late May and continuing on an as needed basis through the Fall with final weekend work going no later that the end of November. The crew size of four to six employees will clean litter from the area and will empty trash containers to help improve the appearance of the business district. Annual allocation $14,000 • Total Annual Allocation for Citv Services $ 19.000 0