HomeMy WebLinkAbout021-R-21 Authorizing the City Manager to Execute First Amendment to the Grant Agreement with EASA1 /27/2021
21-R-21
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A
FIRST AMENDMENT TO THE GRANT AGREEMENT WITH EVANSTON
ANIMAL SHELTER ASSOCIATION
WHEREAS, the City of Evanston selected Evanston Animal Shelter
Association ("EASA") to serve as the volunteer animal organization to operate the
Evanston Animal Shelter (the "Shelter") at 2310 Oakton Street, Evanston, Illinois (the
"Property");
WHEREAS, in support of repairing the Property, the City is positioned to
receive grant funding from Cook County to make significant and needed infrastructure
repairs to the Property; and
WHEREAS, the Evanston Animal Shelter Association ("EASA") is a
partner of the City's and manages the Shelter and its animals for the benefit of the City;
and
WHEREAS, given the need for EASA to assist the City in fundraising
efforts for capital improvements, the City pursuant to a First Amendment of the
Volunteer Animal Shelter Agreement ("VAO") has agreed to extend the term of the
partnership to May 1, 2036;
WHEREAS, the City currently grants $65,000 a year to EASA for part-time
staff of the Shelter, and currently expends an additional $35,000 a year in
reimbursements to EASA for bulk animal food and cat litter pursuant to the Grant
Agreement attached hereto as Exhibit A;
21-R-21
WHEREAS, currently, the Grant Agreement is scheduled to stop funding
as of January 1, 2021; and
WHEREAS, the City and EASA, in order to accomplish the goal of
renovating the Property, and to continue supporting the community by caring for
Evanston's homeless animals, wish to enter into a First Amendment to the Grant
Agreement which outlines a new distribution of grant funds through June of 2036,
totaling $100,000 and eliminating the need for the City to reimburse EASA for EASA's
purchases of bulk food and cat litter;
WHEREAS, pursuant to Section 1-17-1(a) of the Evanston Municipal
Code, the City, through its City Manager, is authorized to enter into agreements for the
conduct of such affairs of the City.
NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: That the foregoing recitals are hereby found as fact and
incorporated herein by reference.
SECTION 2: The City Manager is hereby authorized and directed to sign
the First Amendment to the Volunteer Animal Organization Agreement, attached hereto
SECTION 3: If any provision, clause, sentence, paragraph, section or part
of this Resolution, shall, for any reason, be adjudged by a court of competent
jurisdiction to be unconstitutional or invalid, said judgment shall not affect, impair or
invalidate the remainder of the Resolution.
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21-R-21
SECTION 4: This Resolution 21-R-21 will be in full force and effect from
and after the date of its passage and approval in the manner provided by law.
01" m\4,�
Stephen H. Hagerty, Mayor
Attest: Approved as to form:
Devon Reid, City Clerk Kelley A. Gandurski, Corporation Counsel
Adopted: February 8 , 2021
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21-R-21
EXHIBIT A
GRANT AGREEMENT WITH EASA
�A
GRANT AGREEMENT
THiS GRANT AGREEMENT (the "Agreement`) is entered into on this - day'of
2019 ("Effective gate"), by and between the City of Evanston, an
Illinols home rule municipality, ("city"), .and Evanston Animal Sheltet Association, an
Illinois not -for -profit corporation t"EASA") (Individually, the City and EASA are referred
.to herein as "Party" and collectively, they are.referred, to as the"Parties").
RECITALS `
WHEREAS, the City selected EASA to serve as the Volunteer Animal
Organization to run the Evanston Animal Shelter (the "Shettee)at 231.0 Oakton Street fo'r
a two year term L June 1, 201.9 - May 31, 2n21, and i
E
WHEREAS, .EASA seeks funding to support its work a# the 'Shelter and seeks
grant funding from the City of Evanston in the, is' mour t of $65,000 ,,annually through the
tti end the term ofe Volunteer Animal Organization Agreement, to allow EASA to-:retalrr
park -time staff members to oversee operations 'at:ttte Shelter, and
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WHEREAS; the City. Council of -the City of Evanston finds the best Interests, of
the City, include financial support of EASNs efforts to provide safoland quality services
to .the animals in its care -at the Shelter,, and ;
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WHEREAS, the City has authorized City staff to manage' and administer this
Grant Agreement on behalf of "the City including', without limitation,' authorizing the City
Manager to execute this Agreement with EASA, thereby -establishing terms, conditions,
and requirements for participation in this Agreement,
NOW, THEREFORE, in consideration of the foregoing 'recitals, which are
incorporated herein by reference, ants the mutual obligations of the Parties as follows:
AGREEMENT
1. 'TERMS OF GRANT, i
a. EASA will utilize the grant fonds to retain part-time employees that perform
functions related to an animal coordinator and kennel assistant,for the EASA to
handle the operations at the Shelter. The grant funds will also be utilized to pay
for associated employee, costs, Including overtime pay, liability insurance and
payroll processing costs. The brief job descriptions for the proposed EASA
employees are attached as Exhibit A and Incorporated herein:
b.r Commencing on June. 4, 2019., City shall, disburse the ant fonds in.slk (6)
month installments of ..$32,'500 through, the end of the Term according to: the
.following schedule: F
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Pa�+rneint DatePaym . ent Amount
6/1/2016 $32,500
111112020 $32A500
6/1/2020 �$3�500
[I/l/2021, '$32.600
Total Disbursaffients un.derthis Grant Agreement, $130,000
c. -Prior to disbursern ' ent of the installments, the autillmdzed City staff member, staff
shall review -EASM-s payroll records every site months and -6on0rm 'that thi, grant
fuhd's; are Utilized.soldly for the expense' a 'outlined, In Section Ila), In addition,
EASA cannot be' in default of any term of the Volunteer 'Animal Organization
Agreement between. the Parties prior to A disbursement.: Any detaUlts of this
Agreement orthe Volunteer Animal Organization Agreement shall be curedprior
to disbursernwit 6 funds. I .
11. COMPUANCEWITH-LAW
EASA agrees to comply with ,,ail the requirements now. or "hereafter in force, of all
municipal, county, state and -federal authorities, .pertaining to the development and use
of the Property and construction of the Prolecti.as welt as qReMUons conducted on the,
Property. The Director will not .isgue any Grant funds to the EASA .If there -is 4hviolation
of any "law, ordinance, cod6, regulation, or pewit. The, City" agrees to cd000rate and
Assist EASA in such com-0-lignee'd the astistorice of the Cite Is required,
111i NOtICES
-All notices permitted or required hereund6r, must ire in writ . Ing-andIshall be effected by
�(I) personal delivery, (11) firstclass mail, registered or cdrU d 'pe , or
Fe ,postage fullyprelid
'(111) �reputa . ble,,same-day night or overnight delivery . I �r service that provides a recelpt showing
ate and of d6fivery, addressed to the following parties, or to' suer other address
date -
as any party may, from time to time, designate In writing. in the manner as provided
herein:
To City: C4 of Evanston
2fdd Ridge.Avenue
Fvghstdn, IL'60201
Aft: City Manager
With a copy to City -of Evanston
Ridge Avenue, Room 4400
Evanston, IL 60201
Attril Corporatipr; C6unsol
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To EASAi: Evanston Animal Shelter AssoeWtion
Attn: Vicky pasenko and Ails a K6pihn
2310 Oakton Street
Evanston, IL 60202 s
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Any written notice, demand or communication shall be deemed received Immediately if
personally delivered or delivered by delivery 's6rvice to the addresses above, arid, shalt
be., deemed received `on the third, day from the date it Is postmarked If delivered by
registered or certified mail. ;
IV, DEFAULTREMED, RENTED,IES; -DISPUTE RESOLUTION
a. Notice of Default.
In the event of failure by either party hereto substantially to perform any material
term or provision Lof this Agreement; the non,defaulting party shall have those
rights and remedies provided herein, °provided that such non -defaulting party has
�ifirst :provided to the defaulting party ,a written notice of default in the manner
-,rewired herein Mentifying .with specificity the nature. of the alleged .default and
the manner in which said default may be satisfactorily be cured.
b. Cure of Default
Upon the receipt of the notice of default, the alleged defaulting party shall
promptly commence to cure, correct, or remedy such default within 90 days and
shalt continuously 'and .diligently prosecute such cure, correction or remedy to
completion. ;
c. City Remedies; Refund of Grant.
E
In the event of a material default by.EASA of the farms of'this Agreement that.
Chas not been cured within the time frame set .forth. in Paragraph b above, the
City, at Its option, may "terminate this Agreement or may institute legal action in
law or In equity to cure, correct, or remedy such default,` enjoin any threatened or
attempted violation, or enforce the terms of this Agreement. In- the event of a.
default by EASA that occurs after the City has disbursed any Grant funds, the
total of such installment;of the. grant, shail'bs refunded to°the City.
d. EASNs Exclusive Remedies.
The -parties acknowledge that the City would not have entered into this
Agreement if it. were to be liable In .damages., under, or with respect 'to, this
Agreement or anyof the matters referred'to iie'rein. Accordingiyo -EAsA' shalt not
be entitled todamaiges or monetary relief for any breach of this Agreement by the
City or arising out of or connected with any dispute, controversy, or issue
between EASA and the City regarding this Agreement or any of the matters.
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referred to herein, the parties agreeing that declaratory and injunctive relief,.,
mandamus,;and specific performance shall be EASA's-sole;and exclusive judicial
remedies except for any illful' Misconduct of the city, or its respective officers.,
officials, representatives, active employees, contractors or agents,
V. APPLICABLE LAW AND BINDING EFFECT
,The 'laws of the 'State of Illinois without regard to principles of con 'filbts of law shall
govern► the Interpretation and enforcement of this Agreement. This Agreement, and the
terms, provisions, promises, covenants and conditions hereof, shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns. EASA hereby 'represents that the .persons
executing this Agreement on taehalf of EASA have full authority to do so and to bind
EASA to perform pursuant to thea<nms and conditions of this Agreement.
VI. COUNTERPARTS i
This. Agreement may, be executed by each 'party on a separate sigr ature page, and
when °the executed signature pages are combined, shall constitute one single
instrument.
Vti. , ENTIRE AGREEMENT, WAIVERS SAND AMENDMENTS
i
a. This Agreement and the Exhibit express all uriders andings of the parties
concerning the matters covered in this Agreement, This Agreement integrates all
of the terms wind conditions mentioned herein or incidental hereto..
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b, ,Ali waivers'oi the, provisions of this Agreement must be in Wrlt%ng and signed by
the appropriate authorities of the City or the EASA, and -all amendments hereto
must be in w: iting and signed by the appropriate authorities of the City and the
EASA.
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Viit. N0 -ASSIGNMENT
EASA shall not assign the obligations .under this Agreement, nor any monies due or to.
become due, without the City's prior written approval, and EASA proposed assignee's
execution of an assignment and, a5sumotion agreement in a form approved by the City.
Any assighthent in violation of this. paragraph is grounds for breach of this Agreement,
at the sole discretion of the City Manager. In no event shall .any putative assignment
create a contractual relationship between the City and .any putative assignee.
IX. NO WAIVER
No failure of elther the Gity-or IwASA to insist. upon the strict performance by the other of
any covenant, term or condition of this Agreement, nor any failure to exercise any right
or remedy consequent upon a breach of any covenant, terra, or condition of this
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grearnem sha aanL-Vaut,� a walvvr- of a-hy sui�,h bFunah. rw -of auch cav*vu Wrm or
condr,i"., No or of any, breach whipil affect or ajtorth' I-SL AgreeMent, and aw, ch and
b9 full torte 4W lbffe�t.
IN, -1, im �$s WHIEPIF-01:,-�he,P adivA, bove tigned Ofis Agreen of entas the date fin,
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21-R-21
EXHIBIT B - FIRST AMENDMENT TO THE GRANT AGREEMENT WITH EASA
�5�
FIRST AMENDMENT TO GRANT AGREEMENT
THIS FIRST AMENDMENT OF the GRANT AGREEMENT (this "First Amendment") is
made as of the day of . 2021, by and between THE CITY OF EVANSTON, an
Illinois municipal corporation (hereinafter referred to as "City") and Evanston Animal Shelter
Association ("EASA"), an Illinois not -for -profit corporation (hereinafter referred to as
"EASA"). The City and EASA shall be referred to collectively as the "Parties." The Grant
Agreement shall hereinafter be referred to as the "Grant Agreement."
WITNESSETH
WHEREAS, the City and EASA entered into the Grant Agreement dated June 1, 2019 (the
terms and conditions of which are incorporated herein as Exhibit "A") to provide animal shelter
services and operations in the City of Evanston pursuant to grant funding from the City; and
WHEREAS, the City and EASA seek to amend the term of the Grant Agreement and provide
for an increase to the funds granted to EASA from the City. In exchange, EASA will no longer
be receiving reimbursement from the City for bulk food and cat litter purchases under a First
Amendment to the Volunteer Animal Organization Agreement; and
WHEREAS, the City will be providing EASA $100,000 annually through the end term of the
Volunteer Animal Organization Agreement, to allow EASA to retain part-time staff members to
oversee operations at the shelter; and
NOW THEREFORE, in consideration of the mutual observance of the covenants, conditions
and promises set forth below and the parties agree as follows:
I. AGREEMENT IN FULL FORCE AND EFFECT: DEFINITIONS
The Parties acknowledge and agree that this First Amendment shall supercede, control and be
deemed to modify the terms of the Grant Agreement. In the event of any conflict between the
terms and conditions of this Amendment and the terms of the VAO, the parties
unconditionally agree that the terms and conditions of this Amendment shall supercede,
prevail and dictate. Any term or condition of the Grant Agreement not addressed within this
First Amendment remain in full force and effect. The above -referenced recitals and
incorporated herein.
H. RECITALS:
The second paragraph under "RECITALS" is hereby amended to read:
"WHEREAS, EASA seeks funding to support its work at the Shelter and seeks grant
funding from the City of Evanston in the amount of $100,000 annually through the end of the
term of the Volunteer Animal Organization Agreement, to allow EASA to retain part-time
staff members to oversee operations at the Shelter; and"
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III. AGREEMENT
The following "I. Terms of Grant (b) is amended as follows:
"b. Commencing on June 1, 2021, City shall disburse the grant funds in six (6) month
installments of $50,000 through the end of the Term according to the following schedule:
PAYMENT DATE
PAYMENT AMOUNT
6/1/2021
$50,000
l/1/2022
$50,000
6/l/2022
$50,000
1/l/2023
$50,000
6/l/2023
$50,000
I/l/2024
$50,000
6/1/2024
$50,000
l/1/2025
$50,000
6/l/2025
$50,000
l/l/2026
$50,000
6/l/2026
$50,000
l/1/2027
$50,000
6/l/2027
$50,000
l/1/2028
$50,000
6/l/2028
$50,000
l/l/2029
$50,000
6/l/2029
$50,000
I/1/2030
$50,000
6/l/2030
$50,000
1/l/2031
$50,000
6/l/2031
$50,000
l/l/2032
$50,000
6/l/2032
$50,000
l/l/2033
$50,000
6/1/2033
$50,000
l/1/2034
$50,000
6/1/2034
$50,000
l/1/2035
$50,000
6/1/2035
$50,000
l/1/2036
$50,000
6/1/2036
$50,000
V. COUNTERPARTS
This First Amendment may be executed in several counterparts, each of which shall be
deemed an original, and all of which shall constitute but one and the same instrument. For
purposes of this Amendment, facsimile and scanned signatures shall be considered the same
as original signatures and shall be treated as valid and binding upon the parties hereto,
provided, however the parties shall exchange original signature pages as reasonably promptly
following execution hereof.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed the
day and year first above written.
EVANSTON ANIMAL SHELTER
ASSOCIATION, an Illinois
not -for -profit corporation
Lo
Its: President
CITY OF EVANSTON
an Illinois municipal corporation
0.0
Its: Citv Manager
Date: Date:
EXHIBIT A
GRANT AGREEMENT