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HomeMy WebLinkAboutProperty Improvement Grant Agreement - Now We're Cookin'THIS GRANT AGREEMENT ["Agreement"] is entered into on this day of -3t� , 2012 ["Effective Date"], by and between the City of Evanst n [["City"], and No We're Cookin', Inc., an Illinois corporation ["Grantee"], regarding the improvement of property located at 1601 Payne Street, Evanston, Illinois, described in Exhibit "A", attached hereto and incorporated herein by reference ["Property"]. RECITALS WHEREAS, the City desires to retain local businesses and jobs as part of its economic revitalization efforts throughout Evanston; and WHEREAS, Grantee intends to improve its establishment in the Property for use as a business incubator (the "Incubator"); and WHEREAS, the City Council, as recommended by the Economic Development Committee, has authorized staff to manage and administer this Agreement on the City's behalf, including, without limitation, authorizing the City Manager to execute this Agreement with Grantee, thereby establishing the terms, conditions, and requirements for participation in this Agreement in accordance with City guidelines, NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and the mutual obligations of the parties as herein expressed, the City and Grantee agree as follows: AGREEMENT I. DEFINITIONS The following terms shall have the following meanings whenever used in this Agreement, except where the context clearly indicates otherwise. Any ambiguity as to the intended meaning or scope of the terms set forth below shall be resolved solely by the City through its designated representative. a. "Completion Date" means the date that the contractor has finished the Project pursuant to the plans approved by City Council, the City Manager or his/her designee, and to the satisfaction of Grantee, as evidenced by final payment to the contractor from Grantee. b. "Director" means the City's Director of Community & Economic Development, who shall manage and administer this Agreement on behalf of the City. City of Evanston — Now We're Cookin' Grant Agreement Page 11 286 of 326 c. "Grant' means the total amount of the City's grant of Economic Development Fund monies to Grantee for purposes of funding the Project, which shall not exceed $35,050, the amount approved by City Council. d. "Project" means the improvements on the Property as proposed by Grantee and approved by the City Council. Specifically, Grantee desires to rehabilitate the Properly to make it suitable for use as a Incubator. e. "Total Allowable Expenses" means the actual costs incurred, paid for, and documented by Grantee and approved by the Director or his/her designee for the proper performance of the improvement work required by the plans and specifications and/or architectural/design renderings for the Project. "Total Project Expenditure" means the total actual Project costs incurred by and paid for by Grantee including the costs of construction, materials, & supplies. II. TERMS OF GRANT a. City shall lend Grantee moneys not to exceed $35,050.00 (the "Grant Amount') from its Economic Development Fund in accord with the terms of this Agreement. b. The City shall disburse the Grant moneys to Grantee in three (3) installments. c. The City shall make the first such disbursement, not to exceed $20,250.00, no later than twenty (20) business days of the Effective Date of this Agreement. d. The City shall make the second such disbursement, not to exceed $9,800.00, no later than fifteen (15) business days after the Director or his/her designee confirms that Grantee has completed construction and equipment purchases. e. The City shall make the third such disbursement, not to exceed $5,000.00, no later than fifteen (15) business days after the Director or his/her designee confirms that Grantee has launched its new website. f. The City shall not disburse the two (2) final Grant installments to Grantee until all of the relevant Project work has been completed, all of the relevant Project work has been inspected and approved by the Director, or his/her designee, all payments for said work have been made to contractors, materials suppliers, and vendors. During construction, Grantee shall submit to the Director or his/her designee itemized invoices detailing work completed and materials purchased. Such invoices shall include proof of payment to all contractors, suppliers, and vendors. Grantee shall be responsible for all payments to contractors, materials suppliers, and vendors, and for providing true and correct copies thereof to the City. City of Evanston — Now We're Cookin' Grant Agreement Page 12 287 of 326 III. GRANTEE'S RESPONSIBILITIES a. Grantee shall comply with all terms and conditions of this Agreement and all applicable requirements of Federal, Illinois, and City of Evanston law. b. Grantee shall obtain and submit all required certificates of insurance, as set forth herein, to the City Manager or his/her designee upon execution of this Agreement and prior to City's execution. c. Grantee shall be responsible for hiring licensed contractors to complete the Project. The Director or his/her designee may require submission of proof of the State License issued to the selected contractors. d. Grantee shall be responsible for contacting the Director or his/her designee to arrange for obtaining all City and other approvals and/or permits required for construction and completion of the Project. e. Grantee shall be fully responsible for managing, monitoring, and scheduling the construction of the Project, for ensuring compliance with the payment of prevailing wages, if applicable, and for ensuring that all improvements are completed properly and in conformance with the approved project. f. Upon completion of the Project or portion thereof, Grantee shall notify the Director and request inspection thereof by the Director or his/her designee(s). g. After completion of the Project or portion thereof, Grantee shall submit to the Director or his/her designee a report that includes the following: Cover letter indicating Project completion and Total Project Expenditures; ii. All contractor invoices detailing the specific tasks completed in accordance with approved Project; iii. Proof of payment of all invoices for all expenditures for the Project; iv. Any additional material requested by the Director or his/her designee. Grantee shall submit to the City's Economic Development Committee a quarterly progress report, with the first such report due October 1, 2012 that summarizes the following with regards to Incubator clients': Initial contact/Entry Date; Client training program participation dates; iii. Kitchen rental (start/end dates); City of Evanston — Now We're Cookin' Grant Agreement Page 13 288 of 326 iv. Number of employees (initially and upon leaving the Incubator); V. Sales growth during tenure with the Incubator; vi. Location after leaving the Incubator; vii. Length of time to reach "fully loaded" cash break even; viii. Length of time in business after leaving the Incubator; and ix. Whether external financing obtained, and from what source. i. Grantee shall facilitate City staff access to client companies to discuss opportunities for retention and the promotion of economic development in Evanston. j. Grantee shall notify City staff of companies associated with Grantee looking to expand in order to provide Staff opportunity to present retention opportunities within Evanston. k. Grantee shall solicit bids from at least one (1) Evanston -based business for retrofit work in the packaging area, pursuant to the Project. I. Grantee shall work with Illinois Worknet, Moran Center, Youth Job Center, and YOU Evanston to provide opportunities for those organizations' clients to attend Project events free of charge. Grantee shall reserve at least one (1) seat per event designed for no more than twenty-five (25) attendees, two (2) seats per event designed for twenty-six (26) to fifty (50) attendees, and three (3) seats per event designed for more than fifty (50) attendees. m. Grantee shall complete the Project per the Time of Performance set forth herein. n. Grantee shall acknowledge, in any Project press release(s), programs, and events, that the City's Grant was vital to completion of the Project. IV. THE CITY'S RESPONSIBILITIES a. Within a reasonable time after Grantee notifies City of the completion of the Project or any portion thereof, the Director or his/her designee shall inspect the improvements to ascertain whether they were completed in accordance with the Project scope approved by the City Council. b. Director or his/her designee shall review Grantee's request and accompanying documents for the Grant. If Grantee meets all its terms, conditions, and obligations under this Agreement, the Director or his/her designee shall issue the Grant as set forth herein. City of Evanston — Now We're Cookin' Grant Agreement Page 14 289 of 326 V. TIME OF PERFORMANCE The Grantee shall complete the Project no later than January 15, 2013. Failure to complete the Project within said time shall result in Grantee's breach of this Agreement. Requests for additional time and extensions in Project completion time may be granted, but only if submitted in writing prior to the expiration of this Agreement. VI. INSURANCE a. During the entire period in which work on the Project is performed, the Grantee shall obtain and maintain in full force and effect during said period a Comprehensive General Liability Insurance policy in a general aggregate amount of not less than $1,000,000. b. The Comprehensive General Liability Insurance and Automobile Insurance policies shall name the City of Evanston, and their respective elected officials, officers, employees, agents, and representatives as additional insureds. c. All deductibles on any policy shall be the responsibility of the primary holder of such policy and shall not be the responsibility of the City of Evanston. d. Grantee shall provide evidence of required insurance to the Director before execution of this Agreement. VII. OBLIGATION TO REFRAIN FROM DISCRIMINATION Grantee covenants and agrees for itself, its successors and its assigns to the Property, or any part thereof, that it shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or physical or mental disabilities that do not impair ability to work, and further that it shall examine all job classifications to determine if minority persons or women are underutilized and shall take appropriate affirmative action to rectify any such underutilization. If Grantee hires additional employees in order to perform its responsibilities pursuant to this Agreement, or any portion hereof, it shall determine the availability of minorities and women in the area(s) from which it may reasonably recruit and it shall hire for each job classification for which employees are hired in such a way that minorities and women are not underutilized. c. That, in all solicitations or advertisements for employees placed by it or on its behalf, it shall state that all applicants shall be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability. City of Evanston — Now We're Cookin' Grant Agreement Page 15 290 of 326 The Grantee and any contractor, supplier, vendor or any third party hired by Grantee to complete the Project are not agents of the City. Any provisions of this Agreement that may appear to give the City any right to direct the Grantee concerning the details of the obligations under this Agreement, or to exercise any control over such obligations, shall mean only that the Grantee shall follow the direction of the City concerning the end results of the obligations. IX. OWNERSHIP OF DOCUMENTS All documents prepared and submitted to the City pursuant to this Agreement (including any duplicate copies) shall be the property of the City. The City's ownership of these documents includes use of, reproduction or reuse of and all incidental rights thereto. X. INDEMNIFICATION AND HOLD HARMLESS To the maximum extent permitted by law, the Grantee agrees to and shall defend, indemnify and hold harmless the City, and its respective officers, officials, employees, contractors and agents from and against all claims, liability, loss, damage, costs or expenses (including expert witness fees, reasonable attorneys' fees, and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or property resulting or arising from or in any way connected with the following, provided Grantee shall not be responsible for (and such indemnity shall not apply to) any negligence or willful misconduct of the City, or their respective officers, officials, active employees, contractors or agents: a. The development, construction, marketing, use or operation of the Property by the Grantee, its officers, contractors, subcontractors, agents, employees or other persons acting on Grantee's behalf ["Indemnifying Parties"]; b. The displacement or relocation of any person from the Property as the result of the development of the Project on the Property by the Indemnifying Parties; c. Any plans or designs for the Project prepared by or on behalf of Grantee including, without limitation, any errors or omissions with respect to said documents; d. Any loss or damage to the City resulting from any inaccuracy in or breach of any representation or warranty of Grantee, or resulting from any breach or default by Grantee, under this Agreement; and e. Any and all actions, liabilities arising from improvements by the contractors or agents. claims, damages, injuries, challenges and/or costs or the approval of any and all entitlements or permits for the City, and their respective officers, officials, employees, City of Evanston — Now We're Cookin' Grant Agreement Page 16 291 of 326 The foregoing indemnity shall continue to remain in effect after the Completion Date or after the earlier termination of this Agreement, as the case may be. XI. DUTY TO DEFEND Grantee further agrees that the hold harmless agreement in Article X, and the duty to defend the City, and their respective officers, officials, employees, contractors and agents, require the Grantee to pay any costs that the City may incur which are associated with enforcing the hold harmless provisions, and defending any claims arising from obligations or services under this Agreement. If the City chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to obligations or services under this Agreement, the Grantee agrees to pay the City's attorney's fees, expert witness fees, and all costs. XII. COMPLIANCE WITH LAW Grantee agrees to comply with all 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 Project, as well as operations conducted on the Property. The Director or his/her designee shall not issue any Grant to the Grantee if there is in violation of any law, ordinance, code, regulation, or permit. *41IMIi=71i1tivk rerk If Grantee shall fail to cure any Event of Default upon notice and within the time for cure provided for herein, the City may, by written notice to the Grantee, terminate this Agreement. Such termination shall trigger the "Repayment of Grant" defined herein. Grantee may not terminate this Agreement without the express written consent of City. XIV. NOTICES All notices permitted or required hereunder must be in writing and shall be effected by (i) personal delivery, (ii) first class mail, registered or certified, postage fully prepaid, or (iii) reputable same -day or overnight delivery service that provides a receipt showing date and time of delivery, addressed to the following parties, or to such other address as any party may, from time to time, designate in writing as provided herein: To City: City of Evanston Director of Community & Economic Development 2100 Ridge Avenue Evanston, IL 60201 Telephone: 847.448.8100 Facsim ilie: 847.448.8020 Email: economicdevelopment@cityofevanston.org City of Evanston — Now We're Cookin' Grant Agreement Page 17 292 of 326 To Grantee: Now We're Cookin', Inc. 1601 Payne Street Evanston, Illinois 60202 Telephone: 847.570.4140 Facsimile: 617.687, 2560 Attention: Neil Funk, President Any written notice, demand or communication shall be deemed received immediately if personally delivered or delivered by delivery service to the addresses above, and shall be deemed received on the third day from the date it is postmarked if delivered by registered or certified mail. XV. DEFAULT; REMEDIES; DISPUTE RESOLUTION a. Notice of Default. In the event of failure by either party hereto substantially to perform any material term or provision of this Agreement, the non -defaulting party shall have those rights and remedies provided herein, provided that such non -defaulting party has first provided to the defaulting party a written notice of default in the manner required herein identifying 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 shall continuously and diligently prosecute the same to completion. c. City Remedies; Repayment of Grant. In the event of a default by Grantee of the terms of this Agreement that has not been cured within the timeframe 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 Grantee that occurs after the City has disbursed any Grant funds, the total of such disbursement(s), plus any accrued interest, shall become immediately due and payable. All payments shall be first credited to accrued interest, next to costs, charges, and fees which may be owing from time to time, and then to principal. All payment shall be made in lawful money of the United States. Payments shall be made to City at the address set forth in Article XIV herein or at such other address as City may direct pursuant to notice delivered to Grantee in accordance with Article XIV. City of Evanston — Now We're Cookin' Grant Agreement Page (8 293 of 326 d. Grantee's 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 any of the matters referred to herein, including the Project, except as provided in this Article. Accordingly, Grantee shall not be entitled to damages 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 Grantee and the City regarding this Agreement or any of the matters referred to herein, the parties agreeing that declaratory and injunctive relief, mandate, and specific performance shall be Grantee's sole and exclusive judicial remedies. XVI. APPLICABLE LAW The internal laws of the State of Illinois without regard to principles of conflicts of law shall govern the interpretation and enforcement of this Agreement. XVII. CONFLICT OF INTEREST No member, official, or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his/her personal interests or the interests of any corporation, partnership, or association in which he/she is, directly or indirectly, interested. b. The Grantee warrants that it has not paid or given, and shall not pay or give, any third person any money or other consideration for obtaining this Agreement. XVIII. NON -LIABILITY OF CITY OFFICIALS AND EMPLOYEES No member, official, agent, legal counsel or employee of the City shall be personally liable to the Grantee, or any successor in interest in the event of any default or breach by the City or for any amount which may become due to Grantee or successor or on any obligation under the terms of this Agreement. XIX. BINDING EFFECT 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. XX. AUTHORITY TO SIGN The Grantee hereby represents that the persons executing this Agreement on behalf of Grantee have full authority to do so and to bind Grantee to perform pursuant to the terms and conditions of this Agreement. City of Evanston — Now We're Cookin' Grant Agreement Page 19 294 of 326 XXI. COUNTERPARTS This Agreement may be executed by each party on a separate signature page, and when the executed signature pages are combined, shall constitute one single instrument. XXII. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS a. This Agreement and the Exhibits and references incorporated into this Agreement express all understandings of the parties concerning the matters covered in this Agreement. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. b. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the City or the Grantee, and all amendments hereto must be in writing and signed by the appropriate authorities of the City and the Grantee. XXIII. NON -ASSIGNMENT The Grantee shall not assign the obligations under this Agreement, nor any monies due or to become due, without the City's prior written approval, and Grantee and Grantee's proposed assignee's execution of an assignment and assumption agreement in a form approved by the City. Any assignment 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. XXIV. NO WAIVER No failure of either the City or the Grantee 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, term, or condition of this Agreement, shall constitute a waiver of any such breach or of such covenant, term or condition. No waiver of any breach shall affect or alter this Agreement, and each and every covenant, condition, and term hereof shall continue in full force and effect. [Signature page to follow] City of Evanston — Now We're Cookin' Grant Agreement Page 110 295 of 326 IN WITNESS WHEREOF, the City, and the Grantee have signed this Agreement as of the dates set opposite their signatures. "CITY" ��/ ?tea A Dated:' ` ��' By: �C�e.j Name: lP cJG4 Ki�-w'1'CZ. "GRANTEE" Dated: _ � ATTACHMENT: Title: Name: AALG/.- Title: /Toe_ ✓�� / �wA Cit 1, Exhibit A — Legal Description of Property Return this form to: City of Evanston Director of Community & Economic Development Approved a5 to form: 2100 Ridge Avenue Evanston, IL 60201 W, Grant Farrar Corporation Counsel City of Evanston — Now We're Cookin' Grant Agreement Page 111 296 of 326 Exhibit A: LEGAL DESCRIPTION OF PROPERTY THE WEST 136.8 FEET OF LOT 7 (EXCEPT THAT PART FALLING WITHIN THE NORTH 35 FEET OF THE EAST 90 FEET OF SAID LOT 7 IN BLOCK 6, IN PAYNE'S ADDITION TO EVANSTON IN SECTION 12, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN. PINS: 10-12-015-413-0000 Commonly Known As: 1601 Payne Street, Evanston, Illinois. City of Evanston — Now We're Cookin' Grant Agreement Page 112 297 of 326