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HomeMy WebLinkAbout020-R-21 Authorizing the City Manager to Execute First Amendment to the Volunteer Animal Shelter Agreement with EASA1 /27/2021 20-R-21 A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A FIRST AMENDMENT TO THE VOLUNTEER ANIMAL ORGANIZATION AGREEMENT WHEREAS, the City of Evanston's community standards, as reflected by the City Council's goals and expectations, make it plain that the City capital planning, infrastructure investments, facility improvements are a priority, including the Evanston Animal Shelter and Adoption Center (the "Shelter"); and WHEREAS, to fulfill its mission, the City collaborates with not -for -profit organizations in order to procure necessary resources for programming and projects beneficial to the community; and WHEREAS, the City owns the Shelter located at 2310 Oakton Street, Evanston, Illinois 60202, (the "Property"); and WHEREAS, the Evanston Animal Shelter Association ("EASK) is a partner of the City's and manages the Shelter and its animals for the benefit of the City; and WHEREAS, the Property is in need of extensive repairs, for which the City alone does not have adequate resources; and WHEREAS, the City through Cook County has applied for, and will be awarded, a grant to rehabilitate the Property; and 20-R-21 WHEREAS, currently, the City does not have independent resources dedicated to all of the renovations necessary for the Property, and EASA is prepared to assist the City with said renovations through capital fundraising; and WHEREAS, the City and EASA, in order to accomplish the goal of renovating the Property, wish to enter into a First Amendment to the Volunteer Animal Organization Agreement ("VAO"), attached hereto as Exhibit A, which outlines the terms upon which EASA may assist the City in fundraising activities by raising up to $1,000,000 for capital improvements, eliminates the need for the City to reimburse EASA for EASA's purchases of bulk food and cat litter, and extends the term of the VAO; and WHEREAS, pursuant to Section 1-17-1(a) of the Evanston Municipal Code, the City, through its City Manager, is authorized to enter into agreements for the conduct of such affairs of the City. NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS, THAT: SECTION 1: That the foregoing recitals are hereby found as fact and incorporated herein by reference. SECTION 2: The City Manager is hereby authorized and directed to sign the First Amendment to the Volunteer Animal Organization Agreement, attached hereto as Exhibit B. SECTION 3: If any provision, clause, sentence, paragraph, section or part of this Resolution, shall, for any reason, be adjudged by a court of competent -2- 20-R-21 jurisdiction to be unconstitutional or invalid, said judgment shall not affect, impair or invalidate the remainder of the Resolution. SECTION 4: This Resolution 20-R-21 will be in full force and effect from and after the date of its passage and approval in the manner provided by law. Attest: C� Devon Reid, City Clerk Adopted: February 8 , 2021 Stephen H. Hagerty, Mayor Approved as to form: Kelley A. Gandurski, Corporation Counsel —3— 20-R-21 EXHIBIT A VOLUNTEER ANIMAL ORGANIZATION AGREEMENT -4- 'VOLUNTEER ANIMAL ORGANIZATIONAGREEMENT THIS voWoTr_kANizmAL.ORGANIZATION, A (hercipofter: _tb as'thd"Agreement")-cittercAinto this day _ of -t010,'bv.and betwten th6 cit:)- , of Evanston.,gri Illinois municipal corporation Cherein fter referred togs t,,e;, City'), gj;17Evanston Animal Shelter Associad6 n C'9A$X)', 46 Illinois h6i-!t6.r-;prof4 corporation (hereinafter referred to zsihe`VAO11'or,`MASk).Titre Cit} and VA0 h s all be referred to, -as the "Parties". RECITALS WHEREAS, the, Cives community :standards; as reflected, by ihe, ti tauncil*s •gnals and. capital planning, tu investments expectations, makes it plain' -that. the Cis}, �infrastruc 14 facility' improvements are a pridtiq,, includi ' ih Evianston,Animal $helier.and Adoption. (the. P !ng . :e th "Sheitoe); and \V148REAS, the renovations and facility irn Provemen 6 to fhe,Shiltev are entrenched in a, larger evaluadon of the City oper4tiorial departments with a f6c%is''On efficiency, of service'resultin& in a realignment of City staff rotes and responsibilities; and *HERE S,'Thetntsfer �drhc Anliimal,She1torAd control .operations but of the :Police Department and tb staff .of the City TvIanagpes Office, is a. result and reflecd n of 'the thoughtful. and . � substantive-deliben,itions over many years by the Evanstontity C ouncil't.0 ry staff, and community .partners rcgitAing.thtse issues; and if-boffi the, a nima1% community WHEREAS, the Parties believeiW t is in the best .Crests C -nidmbers, the VAO and City'staff members, to formalize .,the ,expectations regarding customer i -i service, shelter facility:operations, and ariimal training and* kennel 'cruichr66rit activities in this agmcmcrit. AGREEMENT NOW, THEREFORE, Jq,Aco nsideratiao of ,the foregoing Reckalsi the "covenants, terms And conditions hereinafter get forth and 6th�i Vdlukl c ni dgraii 4%,xhe'iTqei0� and Sufficiency ,of which AteaeUowl%!d&dj -it is mutually agreed by the Patties hereto as f6lidws' RECITALS. the, Parties :hcr6by agrcc that the Rct ipls set forth hereinaboye are Incoiporated herein by-reference,,:as if fully set forth herein.. SHELTER FACILITY A. Proberrv.'The City , is the fee simple owner -of the. Shelter and land located at 230 Oakton Street, Evanston,11fin6is .6010-2 (the 'Property''}. - This. Agreemnt is not a tease agreement and the VA0.15 tenting the ShOtei from, the City or lasing assessed. a: rental fee for' use of the Shelter propertyr. The VAO'Js thttityps. Partner to qptnte theShek6k and pqrfoTm Services outlined above. B. 'Nlainteriance. The City, as the owner - of the property responsible v -is -for;-for;:,all 1. 1Pro maintenance, repair, and an a4figgations "tdiative to the: Shelter and P construction Perry .and in the City's sole discretion, it will make decisions relative to the same. C. Utilities. The City:it its sole cost and expense will pay for all utilities that service the Shelter facility. I D. Bulk Food Pnrchascs. VAO will purchase:bulk food and cat.,litter for the Shelter and submit receipts to the City for reimbursement. } E. Vaccines and Rabies Taes,. VAO purchases necessary equipmbrit and medication for VAO to administer vaccines, provide rabies tags, hearnvorm, and flea/tick preventative care for all animals at the Shelter and will submit receipts for reimbursement from the City for slid purchases. F. Fees and Operatine Ext)enses: EASA will fund all operations assigned to it under this Agreement. G. Standard Operating Procedures: The Evanston Polite Dep. � tment has established an Animal Control Standard Operating Procedure Manual (the "SOP'), which are attached as Exhibit A and incorporated herein by reference. The Parties acknowledge and .agree to abide by the terms of the SOP, as amended._ >CII: TERM Subiect to the provisions of this Al rcembnt,`the "T'etm":shall commence an the 1st day of ;j une, 2019 {" Cornincr cement Date's and shall end on 'the `31 ^ day of May; 2021 (two years), except as otherwise terminated is provided herein. The Agreement will be reviewed on or around the one year anniversary of the.Commencement Date ly the Human Services Committee of the City Council for compliance with all terms and .conditions of this Agreement. IV. SERVICES AND RESPONSIBILITIES A. Services. 1. General Services. VAO shall perform the services (the "Semi:es') that include, but are not limited to: (a) coordinating volunteer and adoption programs; (b) coordinating and funding medical and behavioral care and training for the shelter animals; (c)-providing special food and supplies for the animals and volunteer staff that is above the ordinary bulk food and -supplies provided by the City; and (d) fundraising for costs to support the Shelter assigned to it under this Agreement. 2. Performance of Services. VAO shall perform the Services in 4 professional manner. The Parties anticipate the working hours will be Monday — Friday (except Wednesday) 6 p.m. — 8 p.m. and Saturday and .Sunday' 12 p.m. — 3:30 p.m., and holiday schedules of City while working aM to perform its IServices in a manner which does not unreasonably interfere with the-City's business: and operations. This Agreement does not obligate the Parties to keep these hours and they can be amended without any revisions to this Agreement, VAO shall take :all necessary+ precautions to assure the safety of the City's volunteers at the Shelter engaged in the performance of the Services, all equipment and supplies used in connection .therewith, and allpropert%T of City or other parties' that may be affected in connection thereivith. B. Fundraising. 2 J. VAO is :a not-Eor-profit corporation organ%zed'under the taws of'the State 0 Illinois. At all times during this agreement _the. VAO sli d be ,in goad standing iv!& the; State "of Illinois. 2. Subject io the- reruns of this .lCeo ,c the , dsires tj '$Or Bees otthe. VAO in fundraising nctiviti ,s on'behaTf of dic Shelter and the Cit},'of Bvans.ton." 3. Cancellation of Agrreement. Any fuhdi collected 'after the a ffectivc notice that; tlgrccmerrt has.:iiccn Cancel,cd shall bc, deemed. to.bc hcdin trust, for the benefit of the City of Evanston without any declucdon for Costs or e� uses: Tile City shall be entitled to recoiver all funds collected after the effecgve aatf cncellaaon. 4. Description of respective obligapons .of fu6drdser and 'charitable organization. In connection with VA 's f ndraising,activities on behalf of the, City, the 'VAC) shall hAve the tight to use 'the .City!,. good Warne and good will for the ,Shelter fundraising only. The "VAO shall scr lb ,schedule ft3r furidfaising .acaviaes 'and notify the City if jes cooperation :is needed; � S. Reg<ilatorf 1l equirements. This tllireement is .subje t cd the issuance of,all necessary governmental permits, registrations an approvals ,�vlth respect to fundraising activities coiitemplaCed b} this, °Agreement in a. timely tnat�sier by all governmental age cics having regulation :) cr Such activities. VAO shall not commence fundraising addAties until compliance with all rewired permits, registrations and approvals:: b. Solicitation Activities anti Consultation with the B© rd of .Animal Control. In connection. -with all ;fundraising activities,NIAO, its al,►ents; servants and representatives shall not misrepresent the City's'narite.and activities at the. Shelter in any way. VAO, its 'ag;ht.% servants and representatives sh*,iin connection with aU -sales and solicitations clearly <state that".thcy :represent the-Ct=;of Evanston rlriictfal Shelter, and -Adoption Centec in connection with fundraising activities on its behalf. 77, Report. VAO shall provide the Cite' at least every three..(3) months, with a list of contributions -_made during the three month "time pent:, events or solicitation efforts. made; and upcoming,clients that VAO;will be c nduciisyg to fund,rtisc for the Shelter. AD donor information. is considered 'confidential infortrtation which will be preserved and protected by the City in the event of a Freedom' of Information Act ,request.. J $:, Funds .rraised by the VAO. If thinalvreernencis temarnated, finds raised by the VAC) shall revert to the City of Evans'to_nfor the .purposes of. caring for the, City's homelesss and unwar red animals. C: 'Independent Contractor. i'AO's _status shall be that of an independent contractor and not that of"a servant, agent; or;employee.of City, VAOshall ngt hold VAO .out; nor claim 'to be acting, as a servant, :gent or empiot:ee of Ci except as provided for in this Agrccme"nt including but riot Iirnited tc� the fundraising comphnerit and animal care and service. VAO is not authorized to, and shall not, mike or undertake any agreement .on behalf of Citiv without its written approval..Further, the VAO shalt not be entitled. to participate„ in any of the City benebts, including without limitation any health or retirement plans. The'VAOl shall not be -entitled M any.reihuneration, behe"fits,-or expenses other than A5 .specifically provided for in this Contract, The City shall not be liable for taxes, Worktes Compensation, unemployment insurance, employers' Liability," ernpla} ees, FICA, social sceudty, withholding tax, or other taxes or withholding far or on behalf of 'the Independent 3 Contractor, in perforrrming Services undet 'this Contract, All such responsibility.. ` .osts . shall :be 'VAQ's D: Cariflict 'o,,f Intetest: , VAO represents ,and warrants ihat :nth p for of present services provided�by VAO to third parties conflict wk the interests dCitys sri.respect to the Semi being provided Hereunder except as shill have been expressly Aisclokd in, writing by.'VAQ. . to City and coiiserited tb. in writing to City. ► E. Owntrship of Ddcumet�s and,,0 her Matedals. r1U opgcnals, duplicates, Ejtcel' spreadsheets; 'P..Df, and other documents or materials required to' be. furnished b}: VA6 hereunder, including drafts and reproduction :topics .thereof, shall. be and :remain the, ei elusive property` of City; aced Oty shall have the unlimited ,right .tojpublish and use. all or .any part of .the same without payment of any additional ' royalty, ch. ge, or other compensation to V Q. Upon the- termination of .this Agreement; or upon request of .City, during anyt stag, of rlte'Scr►7ces, VAO shall promptly davejr,an such," tcriis to City.; P: Payment. The VAO has no right or expectation of payment for the Services petformed under this :Agreement by 'thc City. ' h to, A dst. Any performed :at the Ci •'s request uest � rill be. aid for b • the. G. Right s u . : } - p t' 9 P. ) . City. VAfO shall for a period of thre4 xcars following petfotmance.. of the Services, keep. and make available for the :inspection, examination and audit by .City or City's authorized agents or representatives, at all reasonable time; all records respecting; the 'services .and expenses incurred by VAO,, including without limitation, all, book, accounts, memoranda, receipts,. ledgers, canceled checks, and any other documents indicating, documenting, -Verifying or substantiating; the cost and appropriatcr►ess'i f any..and all expenses.-ifany .invoice submitted by VAO is found to have, been overstated, VAO shall r prot•ide City* an immediate refund of the overpayment together with intertst-at the highest rate p0mitted by applicable. laws, and-, shall reimburse au of'City's expenses `far and in connection, % th they audit respecting such inviiicc. � H. Covenant Not io Sue. VAO hereby covenants not to .sue other otherwise bring; any atdon'ih law or, equity against the City; its elected .officials, employees, tyr attorneys for. any t 1. inns, loss, damage,, expense, or.liability cif any' nature .whatApever Aich VAO—may sustain, arising out of this Agreement and. use of the City. Shelter ptopc rtp I. Default and Remedies. l 1, Notice cif :Default; to 4he event of failure by either patty to subitantially perform any material.. term -or provision of this Agreement- C%veal of .Defaultj), the non -defaulting parts shall Have those rights and remedies provided herein, provided that such non,' defaulting parry has first provided to the dcfaeildng party, written notice of.dcfault"in the manner required by Section P hereof iden664ng with, specificity the!nature of the alleged default and the .manner in «Bich said default may be satisfactorily be :cured. 2.:+Cure of°Defatslt: Upon the receipt of the notice of default, the allegted defaulting parry shall prrimptlyr commence to cure,_ a� rrect, or remedy such default U14thin a:30-day period, and shall continuously and diligently prosecute .such .cure, ebm;ction or remedy to completion. 3: Retnedtes not Exclusive: fan ]~vent. of Default occurs, which either part}= .has not c,ur"ed within the, timeframe set forth in subparagraph. B �abdve, .either psuty, :q its; option, may tertnitiam this ;-Agreement and/.or inay institute 1c 1. action in la-v ;or in equity to cure, correct, pt remedy such default, enjoin any .threatened. or art mpted violation, or- crtorce the terms of this:Agreement. .,No Personal.i lability: This A *i� em'ent is a ce ,pied.:bS ,the undeis gried authorized agent of Vr1C1,, nc,t perstmsill)•, but shacl}: at autliotixczl jgtnt cif VAC), .14d it is expressly. understood and. agreed .btu the 'parties -hereto, that ;each and :all of .the :po enants,, uncicrtakings, rcprescnnatinns, ;watrain tics, :and agrccmcrtts h°ereinmade are mstde auci, intended, not as personal cotenants, ;undertakings, representations, 6fid agreements of the, undersigned authorized agcrit or of the titembers�of the board if the V 10. in their individual capacities, but as the covenants, undertakingo, rs presentations and ageernents of AO, and no personal liability,itr.personal respi'miibility is assumed br; not shaklat.an5 tithe be_asscctc<l. or ,enforced 'against said =authorized :agent or any partner, ;Officet, director, shareholder, manager, board mind er or 4gent of VAO, or .under an}: �coveniAnt, undertaking, representation, *arranty, or agreetnent.herein,cuntained, :either expressed.or implied; all such personal, liability,.if any, being Ind is expressly-vaivNd�and released;b- the parties hereto or liuider herc:csf, and by all persons, claiming b}' or through ur uniler'tsaid parties or holder hereof. In, the .event VAO is in breach or' default with respect to�VAO's obligations or otherwise under this Agreement, the City shitll look solely to VAO's propert� for recovcry of my judgtnents from VAQ. J. CoEifdentialy,In connection iwth this ,Agreement, City may provide Vr10 with information to enable VAC) to .render the Services "hereunder; of ' VAO ;may develop confidential information for Cite: VAO'ngices to use its best judgment to:treat as:.setret and confidential all such information whccher.or not identificd'bp City as c€in'fidential. k Freedom of Info'rnnatiort Act. Pursuant to the: Illinois Freedarn of Information Act, 5 IMS 140/70, 'records : in the possession of others ,-vhotn the City has contracted with to perform a governmental function are Covered by thc. Act and subject to disclosure within limited, statutory timeframes (five (5) working days_ with a possible ftre :(S) `working day extension}.'Upon nodfcation from the Cio ..that it has received a Freedom of Information Act request that calls For -records within the VAO`s control, ..the VAO shall promptly provide all" requested records to the: City, sci that the''City may comply, -with the request within the required tirnefr urte.,lMe Cih=" and ,the VAO shall cooperate to determine ,What records Are. subject to ,such a, _ request and %s hether or not any exemptions to the disclosure of such records, or part thereof, is applicable. Com.pliarice by the City with an opinion or a directive from the Illinois Public Access Counselor or the Attorney General under FOIA, or with,a.decision or order of Court with- jurisdiction over the -City, shall not be a violation.of this Section. L. No Assignments or Subcontracts: VA shall not assign or subcontract all or any part or its lights ar obligations hereunder-vihout City's express prior �rritten approval. Arne attempt to do so without the CigN, prior cbrikot shall, at .City's option, be oull.,and void,and of no force or effect. -whatsoever, A V. M. -Compliance with Applicable Stafutes, Ordinances anRegulations. In d performing the Services, VA0 shall comply with all applicable federal, state,_ county, and. municipal statutes, ordinanccs and regulations, at YAO's sole .cost nd cxpcnsc, except.,to the extent expressly provided to the contrary.herein. Whenever the Cit}* deems it reasonably necessary for security reasons, the Citi•' may conduct at'its own`espersc, crrtminal and driver history background, checks. oh volunteers at the Shelter. VACS shall inirnediately;reassign any such City volunteer who in the opinion Of the City does not pass .the laackgrc� rid check. N. Notices: Every nodce or other communication to be given by either party to the other with respect to this Agreement, shall be .in writing and shall nor be' effective for any purpose unless the same shall be served personally or by United States certified or.registered mail, postage prepaid, addressed to the recipient as follows: i( City of Evanston City of Evanston Attm Cite vlanager Attn:.Corporation Counsel 2100'Ridge Avenue -2100-Ridge Avenue. Evanston, It Ob201 Eftriston, IY. 60201 Evanston Animal Shelter Association Attn: Vicky Pasenko and Alisa Kaplan 2310 Oakton Street Evanston, II. 0202 O. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be 'sctticd by arbitration administered by the, American Arbitration Association in accordance with its Commercial .Arbitration Rules. P. Waiver. Any "failure or delay by City to enforce the provisions of this Agreement shall in no way constitute a waiver by City of any contractual right hereunder, unless such waiver is in writing and signed by City. Q. 'Severability. I.n the event thatany provision of this Agreement should be held void, or unenforceable, the remaining portions hereof shall remain in full force and effect. & Choice of Law. The rights and duties arising under this Agreement shall be governed by the laws of the State of Illinois.. Venue for any action arising out or due to this Agreeriment shall be in Cook County, Illinois. The City does not waive tort immunity by entering into this Agreement. S, Time. 'Vt10 lgrecs all time limits provided in this Agrccmcnt and any Addenda or Exhibits hereto are of essence to this agreement. 'VAO shall cotinue to perform its obligations while any dispute .concerning the Agreement is being resolved, unless otherwise directed bv.the City. I AMENDMENTS P This Agreement may be mortified or. -amended from time to time provided, however, that no such amendment or modification shall be effective unless reduced to writing and duly authorized and signed by "the authorized representatives .of the parties." VI. INTEGRATION This Agreement, with Exhibit :A sets £ortli all the covenants, tomditiocis and promises between the 'parties with rO&4 to .the subject matter set forth: ;herein. There. are no covenants, promises, "agreernents,: conditions or understandings between the parties, either oral or written, :other than those contained in this Agreement. This tlgreetnent has been negotiated and entered into by each party with the "opportunity to consult with its counsel regarding the terms therein. No portion, of the Agreement shall be ca�strued against a parry due to the fact that one party drafted that particular portion as the. rule of contra pmfereitteai shall not apply. In the event of any inconsistency between this Agreement, and tlte'Exhibit this Agreement shall controt over the Exhibit. In no event shallany proposal or contract form submitted by VAO be part of this Agreement unless agreed to in a writing signed by both parties and attached and referred to herein as an Addendum, and in such event, only the _portions of such proposal or contract form consistent with this Agreement and Exhibit hereto shall be part hereof. [REMAINDER OF PAGE INTENTIONALLY BLANK] s 7 .IN,Vn I TNESS -WHEREOPt che pA i�us lhcottij hive -cach ipproiltcl AM vx,mut-ed,this Agre;mair on thi late't of tbg rwo dice-s, bttcd 1=16ANt EVANSTON ANIMAL8RULTER CtTYOFEVANSTON 'ASS0ctAtWk,;L,n Idioms- an IllincisImunicipM qjtpj6:tAu'6q riot-,ftl - fitt*?T don lu. proved as to lorm 20-R-21 EXHIBIT B FIRST AMENDMENT TO THE VOLUNTEER ANIMAL ORGANIZATION AGREEMENT �5� FIRST AMENDMENT TO VOLUNTEER ANIMAL ORGANIZATION AGREEMENT THIS FIRST AMENDMENT OF VOLUNTEER ANIMAL ORGANIZATION AGREEMENT (this "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 Volunteer Animal Organization Agreement shall be referred to as the "VAO." WITNESSETH WHEREAS, the City and EASA entered into a VAO 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; and WHEREAS, the City and EASA seek to amend the term of the VAO and provide for an addition to VAO's fundraising capabilities; 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 Amendment shall supercede, control and be deemed to modify the terms of the VAO. 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 VAO not addressed within this Amendment remain in full force and effect. The above -referenced recitals and incorporated herein. II. SHELTER FACILITY: Section R (D) - "Shelter Facility" of the VAO under "Bulk Food Purchases" shall be amended as follows: "D. Bulk Food Purchases. VAO will purchase bulk food and cat litter for the Shelter and keep receipts of the same. The City shall not reimburse VAO for said purchases." III. FUNDRAISING The following subsection (13)(9) shall be added to Section IV — "Services and Responsibilities": 9. Any funds raised by VAO for capital improvements may only be spent at a site mutually agreed upon by the Parties. EASA may fund -raise up to $1,000,000 specifically for capital 1 improvements. Such funds shall be tendered to the City for use of capital improvements to the Property. The terms and conditions of subsection B(8) of Section IV shall apply. IV. TERM Section III "TERM" of the VAO shall be amended as follows: Subject to the provisions of this Agreement, the "Term" shall commence on the 1st day of June, 2019 ("Commencement Date") and shall end on the 31 st day of May, 2036, except as otherwise terminated as provided herein. The Agreement will be reviewed on or around the two (2) year anniversary of the Commencement Date, or no later than June 1, 2021, by the Human Services Committee of the City Council for compliance with all terms and conditions of this Agreement. V. COUNTERPARTS This 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 Its: President CITY OF EVANSTON an Illinois municipal corporation Its: Citv Manager Date: Date: 2 EXHIBIT A VOLUNTEER ANIMAL ORGANIZATION AGREEMENT