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HomeMy WebLinkAbout012-R-23 Authorizing the City Manager to Execute a Memorandum of Understanding with the Evanston Environmental Association2/13/2023 12-R-23 A RESOLUTION Authorizing the City Manager to Execute a Memorandum of Understanding with the Evanston Environmental Association WHEREAS, the City of Evanston’s Parks & Recreation Department (P&R) is committed to enhancing the quality of life of all residents by providing collaborative opportunities for its community to grow, learn, create and play; and Whereas, The City of Evanston owns the Ecology Center located at 2024 McCormick Blvd., Evanston, Illinois 60201 and the adjacent parking lot which are both located on land that is owned by the Metropolitan Water Reclamation District of Greater Chicago (MWRDGC) and leased to the City of Evanston; and Whereas, The Evanston Environmental Association (EEA) is a not-for- profit organization created to support the Ecology Center, its mission and its programs, including by providing funds to the Ecology Center to offset programmatic expenses and providing scholarships for the Ecology Center summer camp program; and Whereas, The City and the EEA are collaborating on the cost of Consulting Services to design a canoe launch along the north bank of the North Shore Channel to be built near the Evanston Ecology Center; and Whereas, the City seeks to enter into a Memorandum of Understanding (“MOU”) with the EEA in the form attached hereto as Exhibit A in order to facilitate the construction of a canoe launch to be built near the Evanston Ecology Center, ~1~ Page 1 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a 12-R-23 ~2~ NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1:That the foregoing recitals are hereby found as fact and incorporated herein by reference. SECTION 2:The City Manager is hereby authorized to execute and negotiate additional terms to a Memorandum of Understanding with the Evanston Environmental Association in the form attached hereto as Exhibit A. SECTION 3:That this Resolution 12-R-23 shall be in full force and effect from and after its passage and approval in the manner provided by law. _______________________________ Daniel Biss, Mayor Attest: ______________________________ Stephanie Mendoza, City Clerk Adopted: __________________, 2023 Approved as to form: _______________________________ Nicholas E. Cummings, Corporation Counsel February 13 Page 2 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a 12-R-23 ~3~ EXHIBIT 1 Page 3 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF EVANSTON (ACTING BY AND THROUGH ITS DEPARTMENT OF PARKS AND RECREATION) AND EVANSTON ENVIRONMENTAL ASSOCIATION This MEMORANDUM OF UNDERSTANDING ("MOU") is entered into this ___ day of ________, 2023 and formalizes an agreement by and between the City of Evanston (the “City"), whose address is 2100 Ridge Avenue, Evanston, IL 60201, and Evanston Environmental Association acting as a collective(the “Organization”) of community partners, whose address is 2024 McCormick Blvd, Evanston IL. 60201. The City and the Organization shall be collectively referred to as the “Parties”. Whereas, the City of Evanston’s Parks & Recreation Department (P&R) is committed to enhancing the quality of life of all residents by providing collaborative opportunities for its community to grow, learn, create and play. To fulfill its mission, the City collaborates with other not-for-profits in order to procure necessary resources for programming and projects beneficial to the community. As part of the Parks & Recreation Department, the Ecology Center’s mission strives to foster a greater appreciation, awareness and knowledge of the natural environment and our interdependence with it through educational programs and services; Whereas, The Evanston Environmental Association (EEA) is a not-for-profit organization created to support the Ecology Center, its mission and its programs. The EEA has fulfilled this mission in a variety of ways since its establishment in 1974. Currently the EEA provides funds to the Ecology Center to offset programmatic expenses and provides scholarships for the Ecology Center summer camp program. The EEA has a history of infrastructure fundraising to support the Ecology Center including but not limited to the initial building of the Ecology Center in 1974. EEA also assisted in funding a greenhouse addition in 1982, a building expansion project (including the building of the multi-purpose room) in 2004 and a classroom expansion in 2016. All of this support demonstrates the EEA’s continued dedication to the environmental programs, awareness and access to nature in the City of Evanston and surrounding communities; Whereas, The City owns the Ecology Center located at 2024 McCormick Blvd., Evanston, Illinois 60201 and the adjacent parking lot which are both located on land that is owned by the Metropolitan Water Reclamation District of Greater Chicago (MWRDGC) and leased to the City of Evanston; Page 4 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a Whereas, The City and Organization are collaborating on the cost of Consulting Services to design a canoe launch along the north bank of the North Shore Channel to be built near the Evanston Ecology Center; Whereas, the Organization has committed to help the City pay for half of the cost of the required Consulting Services for the canoe launch’s design up to $150,000; Whereas, the City only has partial resources for the required Consulting Services and requires the assistance of the Organization to complete the preliminary and final design, necessary to the construction of a canoe launch; Whereas, the Organization will use the information from the Consulting Services to attract future donors and partners to assist with the construction of the canoe launch; Whereas, pursuant to Section 1-17-1(a) of the Evanston Municipal Code, the City, through its City Manager (or designee), for the benefit of P&R is authorized to enter into agreements for the conduct of such affairs of the City; Now, Therefore, in consideration of the foregoing recitals, and the mutual covenants and undertaking hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, it is agreed between the Parties hereto, as follows: 1.Recitals. The recitals set forth above are incorporated herein by reference and made a part hereof. 2.Compliance with All Laws Generally. The City and Organization agree that the Consulting Services will comply with all applicable laws, statutes, ordinances, and regulations currently in effect whether or not they appear in the MOU. 3.The City’s Responsibilities. In connection with the Consulting Services, the City agrees to do the following: a. Draft and issue the Request For Proposal (RFP) for the canoe launch’s Consulting Services. b. Review all RFP’s and present the recommended firm to the Evanston City Council for approval. c. Collaborate with two designated Organization Board members to score RFP submittals. d. Work with the Organization to develop mutually agreeable decisions with regard to the canoe launch’s design. e. Manage the Consulting Services contract including approving consultant payments and designs, submitting permit applications to affected agencies, and conducting public engagement activities. Page 5 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a 4.The Organization’s Responsibilities. In connection with the Canoe Launch Consulting Services the Organization agrees to the following: a. Provide two (2) Organization Board representatives to assist the City staff with the review and scoring of RFP submittals. b. Review all costs for the Canoe Launch Consulting Services and provide input on choosing vendors for City approval. c. Have Organization board members available to speak with the City Council about the commitment to the canoe launch project. d. To participate in the design process to ensure the project meets with the Organization’s design intent. e. Review and authorize potential change orders in a timely fashion. 5.Payment a. The Organization is responsible for contributing to the cost of the Canoe Launch Consulting Services. The Organization will contribute 50% of the cost of the Consulting Services up to $150,000. The City is responsible for contributing the remainder of the cost for the Canoe Launch Engineering Study. The City will pay the invoices for Consulting Services and will then request reimbursement from the Organization. The Organization agrees to submit payment within 60 days of receiving the request. 6.Changes to the Consulting Services Contract a. The City will notify the Organization of potential change orders to the contract. EEA agrees to review the change order within 30 days and provide notice of approval. If the EEA approves of the change order, they will be responsible for 50% of the cost of the change order. b. Recognizing that time is of the essence with some change orders, the City will notify the EEA prior to authorizing the change order and seek agreement for shared costs, but may authorize the change order prior to receiving concurrence of the EEA. c. The City reserves the right to approve change orders that do not have the approval of the EEA. If the EEA does not approve the change order, the City will be responsible for the full cost of the change order. 7.Fundraising.Fundraising is primarily the responsibility of the Organization. For this agreement, the Organization is targeting a fundraising goal of the cost of the design and construction of the canoe launch, up to $1,500,000. The City is responsible for the cost of all parking lot improvements needed to implement the improvements, as well as any costs for the canoe launch that exceed $1,500,000, inclusive of the consulting costs. Any funds raised by the Organization for the canoe launch may only be spent on capital improvements at a site mutually agreed upon by both Parties. Page 6 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a 8.Term.This MOU shall be in effect though December 31, 2023 unless earlier terminated. Notwithstanding the foregoing, this MOU may be terminated by either Party at any time with or without cause with thirty (30) days prior notice in writing. This MOU will not automatically renew. This agreement can be extended in one-year increments with the approval of both parties. 9.Default.In the event the Organization fails to materially comply with its obligations set forth in this Agreement, then the City reserves the right to cancel the Canoe Launch Consulting Services or engage a replacement partner for the Canoe Launch Consulting Services. The Organization will bear all costs incurred with canceling the Canoe Launch Consulting Services or seek a replacement for the completion of the Canoe Launch Consulting Services. 10.Notices. Any notice, demand, request or other communication which any party may desire or may be required to give to any other party hereunder shall be given in writing at the addresses set forth below by any of the following means: a) personal service; (b) electronic communication, by facsimile together with confirmation of transmission; (c) overnight courier; or (d) registered or certified United States mail, postage prepaid, return receipt requested. If to the Organization: Evanston Environmental Association Karen Taira, EEA Board President 2024 McCormick Blvd. Evanston, IL 60201 karen.taira@evanstonenvironment.org If to the City: City of Evanston Parks and Recreation Department Attn: Audrey Thompson, Director of Parks and Recreation 2100 Ridge Avenue Evanston, Illinois 60201 With a copy to: City of Evanston Law Department Attn: Corporation Counsel 2100 Ridge Avenue Evanston, IL 60201 A.General Terms. 1. This MOU may only be amended in writing and signed by all Parties. 2. The duties and obligations of this MOU shall not be transferred from the Organization to any third party without at least thirty (30) business days' Page 7 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a notice to the City. The City reserves the right to refuse to approve the assignment of this MOU from the City to any subsequent potential assignee. 3. Indemnification: The Organization shall indemnify, defend, and hold the City harmless from and against any and all claims from any party, including but not limited to employees, third parties or property owners, of liability or loss from personal injury, property damage or other causes resulting from or arising out of the Organization’s Responsibilities. 4. The City shall indemnify, defend and hold the Organization harmless from and against any and all claims from any party, including but not limited to employees, third parties or property owners, of liability or loss from personal injury, property damage or other causes resulting from or arising out of the City’s Responsibilities. 5. Each Party shall be solely liable for any and all claims, costs, and expenses arising from or out of any act or omission in the performance of its obligations thereunder. 6. Insurance. Each Party shall maintain such policies of general and professional liability insurance as shall be necessary to insure it, and its employees against any claim or claims for damages arising by reason of an act or omission in the performance of its respective obligations hereunder. Such policies shall be carried in amounts of not less than $1,000,000.00 per occurrence. 7. This MOU constitutes the entire agreement between the Parties pertaining to the subject matter in this MOU, and it supersedes all prior and contemporaneous agreements and understandings, whether oral or written, of the Parties. 8. This MOU shall be interpreted, construed and governed in accordance with the City Code and the laws of the State of Illinois. 9. This MOU has been carefully and fully read by the Organization, who understands its contents and is satisfied with the MOU herein mentioned and the same shall be binding upon and inure to the benefit of business’ agents, officers, directors, shareholders, and employees respectively. 10.This MOU will be deemed effective as of the date of the last signature below. 11.The Parties agree that this MOU is acceptable to each of them, and that this writing will not be construed against any party, and that any claim under the doctrine of contra proferentum is expressly waived. Page 8 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a 12.This MOU may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same. IN WITNESS WHEREOF, the Parties agree to the above terms and have executed this Memorandum of Understanding as the last date written below: EVANSTON ENVIRONMENT CITY OF EVANSTON ASSOCIATION an Illinois municipal corporation _____________________________ ____________________________ Karen Taira, EEA Board President Luke Stowe, City Manager Dated: _______30 January, 2023____ Dated: ______________________ Page 9 of 9 Doc ID: 702260a87d5e4922e7061eedc9b59e1c57950d2a