R-54-14 Resolution Approving a Grant Agreement with CITGO Petroleum Corporation Resolution No. k -514-1+
A Resolution Approving a Grant Agreement with CITGO Petroleum Corporation
WHEREAS, the President and Board of Trustees desire to enter into a Grant Agreement
with CITGO Petroleum Corporation, substantially in the form attached hereto as Exhibit A;
BE IT RESOLVED by the Village President and Board of Trustees of the Village of
Lemont as follows:
SECTION ONE: The foregoing findings and recitals, and each of them, are hereby
adopted as Section One of this Resolution and are incorporated by reference as if set forth verbatim
herein
SECTION TWO: The Village Administrator is authorized to execute the Grant
Agreement attached hereto as Exhibit A, to make minor changes to the document prior to
execution which does not materially alter the Village's obligations, and to take any other steps
necessary to carry out this Resolution.
SECTION THREE: This Resolution shall be in full force and effect from and after its
passage and approval as provided by law.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DUPAGE,
ILLINOIS on this 11th day of August, 2014.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYS: ABSENT: ABSTAIN
Debby Blatzer f
Paul Chialdikas
Clifford Miklos ✓1
Ron Stapleton f
Rick Sniegowski
Jeanette Virgilio f
RIAN(l REAV
6/2/ 6—,,± -
#615755 1
President
AT EST:
42/1401e"c—'
CHARLENE M. MOLLEN
Village Clerk
#615755 2
EXHIBIT A
Grant Agreement with CITGO Petroleum Corporation
#615755 3
CITGO PETROLEUM CORPORATION
Grant Agreement
Village of Lemont
(Lemont Emergency Management Agency)
THIS GRANT AGREEMENT ("Agreement") is made and entered into effective this 1st day of
August, 2014 (the "Effective Date") by and between CITGO Petroleum Corporation, a Delaware
corporation having a principal place of business at 1293 Eldridge Parkway, Houston, Texas
77077 ("CITGO") and Village of Lemont, an Illinois municipal corporation, having its principal
place of business at 418 Main Street, Lemont, Illinois 60439 ("Grantee").
WHEREAS, Grantee has requested a charitable donation from CITGO for Grantee's LEMA
Response Vehicles Program, as further described in Exhibit A attached hereto and incorporated
herein by reference(the "Charitable Program"); and
WHEREAS, CITGO wishes to donate to Grantee up to Twenty Five Thousand and 00/100
Dollars ($25,000.00) to support the Charitable Program, and Grantee wishes to accept such
donation, subject to the terms and conditions of this Agreement.
NOW, THEREFORE,the parties agree as follows:
1. Charitable Program.
1.1 During the term of this Agreement, CITGO may, in its sole discretion, donate to Grantee
up to Twenty Five Thousand and 00/100 Dollars ($25,000.00) (each such donation is hereinafter
individually and collectively referred to as the "Donation"). The Donation will be contributed by
CITGO in the form of cash which will be used by Grantee for the sole charitable purpose of the
Charitable Program in accordance with the terms and conditions of this Agreement. It is agreed
that the Donation, once made to the Grantee in accordance with this Agreement, will, except as
provided otherwise herein, constitute an irrevocable gift to Grantee to be used exclusively for the
Charitable Program.
1.2 Any Donation provided by CITGO shall be made to Grantee in accordance with the
following schedule:
• One Hundred percent (100%) within thirty (30) days upon execution of this
Agreement.
1.3 Within thirty (30) days upon receipt of each Donation from CITGO, Grantee agrees to
promptly provide a written receipt of the Donation in the form attached hereto and incorporated
herein by reference as Exhibit B.
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1.4 Grantee will use the donation to purchase one (1) vehicle to be used in Grantee's LEMA
Response Vehicles Program. If the cost of the vehicle is greater than the Donation, CITGO will
not be obligated to provide additional funds to complete the purchase of the vehicle. If the cost
of the vehicle is less than the Donation, the remaining funds will be used for the maintenance of
and/or equipping of the vehicle until the entirety of the Donation is used. Grantee shall refund to
CITGO any amounts of the Donation not used for the purposes of the Charitable Program.
1.5 Grantee shall provide to CITGO immediate written notice of any change in Grantee's
legal or tax status.
1.6 Grantee shall purchase the vehicle within three months of the Effective Date of the
Agreement. Grantee shall notify CITGO within ten (10) days of the purchase of the vehicle
described in Section 1.4 above in accordance with the notification requirements of Section 7
contained herein.
1.7. Neither this Agreement nor any other statement, oral or written, nor the making of the
Donation to Grantee, shall be interpreted to create any pledge or any commitment by CITGO or
by any related person or entity to make any other grant, donation or contribution to Grantee or
for any other program. The Donation contemplated by this Agreement shall be a separate and
independent transaction from any other transaction between CITGO and Grantee or any other
entity.
2. Coordination of Activities and Meetings. CITGO and Grantee shall each appoint one (1)
person to be the liaison for coordinating any activities in connection with the Donation. Grantee
shall send at least one (1) representative to attend and participate in any meetings scheduled by
CITGO in Lemont, Illinois or any other locations designated by CITGO relating to the
Charitable Program.
3. Promotion of Charitable Program. Grantee agrees to use its best efforts to include the
following statement (or similar statement) in Grantee's promotional messages used in connection
with the Charitable Program: "This emergency response program is proudly supported by
CITGO Petroleum Corporation." Otherwise, Grantee's use of any of CITGO's copyrighted,
trademarked, and/or otherwise proprietary information, including, but not limited to, CITGO's or
its affiliates respective names, logos, and slogans, shall require CITGO's prior consent in
writing. Any promotional messages, press releases and/or slogans used in connection with the
Charitable Program must be reviewed and approved in advance by both parties in writing before
the same may be used. Grantee agrees that CITGO shall have the right to use and publish on
CITGO's website, in CITGO's brochures or in any other materials any photographs, testimonials
and other data and information submitted by Grantee to CITGO in connection with the
Charitable Program.
4. Audit Rights and Site Visits.
4.1 CITGO and/or its representatives shall have the right to examine, audit and copy (at its
sole cost and expense) those parts of Grantee's books, records and documents which relate to the
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Charitable Program and Grantee's performance of its obligations under this Agreement. Such
examinations and audits shall be made upon prior written notice during normal business hours at
such place where said books of account are maintained in such manner as not to interfere with
Grantee's normal business activities. Examinations and audits may include "real time" audits for
monitoring and stewardship purposes, according to CITGO's corporate policies and procedures,
in addition to "post mortem" examinations after final disbursements of any Donations by
Grantee toward completion and implementation of the Charitable Program. Examinations and
audits will be conducted by CITGO's personnel or any other representatives designated by
CITGO and shall occur no more than a reasonable number of times during the term of this
Agreement and for a period of six (6) months thereafter. Confidential information will be
deleted as required by applicable law. Grantee shall comply with all requests of CITGO for
information and interviews in connection with such examinations and audits. Grantee shall keep
copies of all relevant books and records and all reports to CITGO for at least four (4) years after
completion of the use of the Donation.
4.2 CITGO and/or its representatives shall have the right, in its sole discretion and without
prior verbal or written notice to Grantee, to conduct unannounced visits to where the Charitable
Program is being implemented and used in order to verify Grantee's compliance with this
Agreement.
5. Grantee's Representations and Warranties. As a material inducement to entering into this
Agreement, Grantee hereby represents and warrants to CITGO as of the Effective Date as
follows:
(a) Grantee is a municipal government and is recognized by the Internal Revenue
Service as such;
(b) it is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation and is qualified to conduct its business in those
jurisdictions necessary for it to perform its obligations under this Agreement;
(c) this Agreement will constitute the legal, valid and binding obligation of Grantee
enforceable in accordance with its terms;
(d) the execution, delivery and performance of this Agreement are within Grantee's
powers, and have been or will be duly authorized by all necessary action;
(e) the activities contemplated by this Agreement and the execution of the Charitable
Program are consistent with and will not jeopardize Grantee's status as a
municipality but the activities will relieve a burden of Grantee as a municipal
government;
(g) Grantee is adequately insured to cover its obligations under this Agreement;
(h) no bankruptcy is pending against it or to its knowledge threatened against it;
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(i) no tax liens against amounts owed by Grantee are in effect, including but not
limited to, federal, state, county, city, or any other tax liens or encumbrances;
(j) Grantee shall comply with all applicable laws and regulations in the performance
of this Agreement and the execution of the Charitable Program and, without
limiting the generality of the foregoing requirement, shall not discriminate in any
manner relating to any activities in connection with the Charitable Program based
on age, disability, national origin, race, religion, gender, genetic history, veteran
status, sexual orientation or sexual perception;
(k) Grantee shall not use any of the funds for the Donation to influence legislation,
including lobbying, to influence the outcome of elections, to carry on voter
registration drives, to make grants to individuals or other organizations or to
undertake any nonexempt activity, when such use of the funds would be a taxable
expenditure if made directly by CITGO; and
(1) Grantee acknowledges that as part of the United States' Federal Government's
Office of Foreign Assets Control ("OFAC") enforcement efforts, OFAC publishes
a list of individuals and companies owned or controlled by, or acting for or on
behalf of, targeted countries and that OFAC also lists individuals, groups, and
entities, such as terrorists and narcotics traffickers designated under programs that
are not country-specific (collectively, "Specially Designated Nationals") whose
assets are generally blocked, and U.S. persons are generally prohibited from
dealing with Specially Designated Nationals. Grantee represents that neither
Grantee nor any of Grantee's owners, principals, managers, officers, members or
affiliates are (1) listed as or supporters of any Specially Designated Nationals or
(2) otherwise blocked persons by OFAC, including on the lists contained at the
following web addresses:
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www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;
www.state.gov/j/ct/list/index.htm;
www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-
Foreign-Assets-Control.aspx.
6. Notices. All notices, demands, requests, consents or other communications required or
permitted to be given or made under this Agreement shall be in writing and sent by certified
mail, electronic mail or facsimile to the following addresses:
If to CITGO, then to:
Brenda Rivera
General Manager Communications,
Relations and Corporate Social Responsibility
CITGO Petroleum Corporation
1293 Eldridge Parkway
Houston, TX 77077
Telephone: (832) 486-1794
Fax: (832)486-1799
Email: brivera @citgo.com
With a copy to:
Jerry Santos
Operational Support Analyst
CITGO Petroleum Corporation
1293 Eldridge Parkway
Houston, TX 77077
Telephone: (832) 486-4861
Fax: (713) 570-5449
Email:jsantos @citgo.com
With a copy of all legal notices to:
Senior Corporate Counsel
CITGO Petroleum Corporation
1293 Eldridge Parkway
Houston, TX 77077
Telephone: (832) 486-1955
Fax: (832) 486-1817
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If to Grantee, then to:
George Schafer
Village Administrator
418 Main Street
Lemont, IL 60439
Telephone: (630) 257-1550
Email: gschafer @lemont.il.us
Thomas Ballard
Lemont Emergency Management Agency
14600 West 127th Street
Lemont, IL 60439
Telephone: (630) 816-2830
Email: tballard @lemont.il.us
Jeffrey M. Stein
Village Attorney
233 S. Wacker 22nd Fl
Chicago, IL 60606
Telephone: 312-627-4022
Email:jstein@tresslerllp.com
Notices or instructions hereunder shall be deemed properly served (i) by hand delivery, on the
day and at the time on which delivered to the intended recipient at the address set forth in this
Agreement; (ii) if sent by mail, on the third business day after the day on which deposited in the
United States certified or registered mail, postage prepaid, return receipt requested, addressed to
the intended recipient at its address set forth in this Agreement; (iii) if by Federal Express or
other reputable express mail service, on the next business day after delivery to such express mail
service, addressed to the intended recipient at its address set forth in this Agreement, or(iv) if by
facsimile or electronic transmission, on the date the receiving party actually received the
transmission. Any party may change its address and contact person for the purposes of this
Section 7 by giving notice thereof in the manner required herein.
7. Term and Termination. This Agreement shall commence on the Effective Date and shall
continue in full force and effect until July 31, 2015, unless this Agreement is earlier terminated
by either party at any time and for any reason, with or without cause, upon fifteen (15) days prior
written notice to the other party. Upon any such termination, Grantee shall be entitled to keep
any Donation already made to Grantee hereunder, and Grantee shall be required to spend or use
any such Donations pursuant to the provisions, terms and conditions of this Agreement. If
CITGO determines, in its sole discretion, that Grantee has breached any of the provisions, terms
and conditions of this Agreement, CITGO may, in addition to any other rights and remedies it
may have under applicable law or at equity, demand the return of any or all of the amounts of the
Donation not properly spent for, or committed to, the Charitable Program in accordance with this
Agreement, and Grantee agrees to and shall immediately repay such amounts to CITGO. In
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addition, upon any such termination CITGO shall have no further obligations or liability to
Grantee.
8. Limitation of Liability.
8.1 Grantee shall indemnify, defend, and hold harmless CITGO and its affiliates and its and
their respective shareholders, directors, officers, employees, agents, insurers, successors and/or
assignees from and against any claims, actions, obligations, liabilities, damages and/or expenses
(including, but not limited to, defense costs and reasonable attorneys' fees and expenses) related
to any personal injuries, deaths and/or any damages to or loss of property, whether real or
personal, arising out of or related to this Agreement and to the extent caused by the negligence,
willful misconduct, or fault of any nature of Grantee, its employees, contractors, and/or agents,
(individually and collectively, a"Claim"). If CITGO is obligated to pay, whether it be legally, or
through an agreement, any Claims in accordance with this Agreement, Grantee shall reimburse
CITGO for such payments within thirty (30) calendar days following notification by CITGO that
such payment has been made.
8.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 8.1 ABOVE, IN NO
EVENT SHALL EITHER PARTY OR ITS AFFILIATES OR ITS OR THEIR
RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
SUCCESSORS AND ASSIGNS BE LIABLE TO THE OTHER PARTY IN ANY ACTION
FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, AND/OR
INDIRECT DAMAGES OR LOSSES, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY, EQUITY, OR BY STATUTE, EVEN IF SUCH DAMAGES OR LOSSES
MAY BE RESULT OF NEGLIGENCE OR FAULT ATTRIBUTABLE TO THE PARTY
EXEMPTED UNDER THIS SECTION 8.2.
9. Assignment. Grantee shall not assign this Agreement, or any rights or obligations
hereunder, without the prior written consent of CITGO. CITGO may assign this Agreement, or
any rights or obligations hereunder, without the prior written consent of Grantee. This
Agreement shall be binding on each party's successors and permitted assigns.
10. Relationship of the Parties. CITGO and Grantee are independent entities and nothing
contained in this Agreement shall be deemed or construed as creating a relationship of
partnership, association, principal and agent or joint venture by or between the parties. Grantee
shall have no right or authority to assume or create any obligations or responsibilities on behalf
of CITGO or to bind CITGO in any manner whatsoever. Grantee is solely responsible for all
real and personal property and other items purchased with funds from the Donation and all
activities supported by the Donation.
11. Confidentiality. To the extent permitted by law, including but not limited to, the Illinois
Freedom of Information Act (5 ILCS 140/1 et. seq.)Grantee shall treat as confidential the terms
of this Agreement and any information provided by CITGO to Grantee in connection with this
Agreement. In addition, except as provided herein and as requested by appropriate federal, state
or local governmental agencies in connection with Grantee's tax returns and any tax audits after
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giving CITGO reasonable prior written notice of any such audits, Grantee shall not disclose the
terms of this Agreement or such information to any third party, except as required to do so by
law, including but not limited to the Illinois Freedom of Information Act(5 ILCS 140/1 et. seq.).
12. No Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to
create in any person not a party to this Agreement any rights, duties or obligations.
13. Governing Law and Forum. This Agreement shall be construed, interpreted and applied
in accordance with the laws of the State of Illinois, without regard to any conflicts of laws
provisions of another jurisdiction. Both parties accept and agree to the exclusive jurisdiction of
the applicable state and federal courts of Illinois for the resolution of any disputes arising under
or relating to this Agreement.
14. Non-Waiver. No waiver of any provision of this Agreement, or a breach hereof, shall be
effective unless it is in writing and signed by both parties. No waiver of a breach of this
Agreement (whether express or implied) shall constitute a waiver of a subsequent breach.
15. Severability. All provisions of this Agreement are severable, and the unenforceability or
invalidity of any of them shall not affect the enforceability or validity of the remaining
provisions of this Agreement.
16. Survival. Any provisions of this Agreement which by the nature of their terms,
including, without limitation, the indemnity, limitation of liability and confidentiality provisions
hereunder, would survive any expiration or termination of this Agreement, shall continue to
apply to the parties and remain in full force and effect.
17. Amendments. This Agreement may be amended only by a written document signed by
an authorized representative of each party.
18. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall be considered one and the same
agreement.
19. Entire Agreement. This Agreement, including Exhibits A and B, constitutes the entire
understanding between the parties and supersedes all previous understandings, agreements,
communications, representations, whether written or oral, concerning the subject matter hereof.
To the extent of any inconsistencies or conflicting terms between this Agreement and Exhibits A,
and B, this Agreement shall govern and control.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers or representatives as of the Effective Date.
CITGO PETROLEUM CORPORATION
By:
Name: Rafael A. Gomez
Title: Vice-President Strategic Shareholder Relations, Government& Public Affairs
Date:
VILLAGE OF LEMONT
By:
Name:,eorge chaf i
Title. Villa Administrator
Date: k ( r _ l
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EXHIBIT A
CHARITABLE PROGRAM
Organization Name
Village of Lemont
Charitable Program Summary
Grantee will use the donation to purchase one (1) vehicle to be used in Grantee's mission to
coordinate the efforts of the Village of Lemont and surrounding areas to prepare for, respond to,
mitigate and recover from disasters, both man-made and natural.
Target Group
The target group for the Charitable Program will include residents of the Village of Lemont and
surrounding areas.
Number of Beneficiaries
The direct beneficiaries for the Charitable Program will include:
The Village of Lemont and its department, the Lemont Emergency Management Agency
Goals/Objectives
Grantee will work towards achieving the following goals and objectives in implementing the
Charitable Program:
Goals:
• 100% of the grant will be used to purchase one (1) vehicle.
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Objectives:
• To purchase one (1) vehicle to be used in Grantee's mission to coordinate the efforts of
the Village of Lemont and surrounding areas to prepare for, respond to, mitigate and
recover from disasters, both man-made and natural.
Activities
Grantee will implement the following activities in connection with the Charitable Program:
Grantee will use the donation to purchase one (1) vehicle to be used in Grantee's mission to
coordinate the efforts of the Village of Lemont and surrounding areas to prepare for, respond to,
mitigate and recover from disasters, both man-made and natural.
Grant Budget Award Total
Any amounts donated by CITGO to Grantee hereunder shall be applied as follows:
Program: $25,000
Administrative: $0.00
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EXHIBIT B
CITGO Petroleum Corporation
Contribution Receipt Form CITGO
In order for CITGO Petroleum Corporation and/or any of its affiliates, as applicable, ("CITGO")to comply with
Internal Revenue Code requirements related to charitable contributions lease complete and sign p d s gn the form
below and acknowledge receipt of the CITGO contribution to your organization. Upon completion of the
Contribution Receipt Form, please forward it to the address shown below.
Organization Nape and Address: Date of CITGO Contribution:
V i 11 aqe o1
41 11 Aa.cw 1-rte,Goo 45 ,
Please complete the following as appropriate:
1. The amount of the CITGO monetary contribution to your organization.
s .These funds werenapplplied towards LEA 14 Res ponce
2. A description(but not an estimated value)of any property other than a monetary donation that
CITGO gave to your organization.
None,
3. Did CITGO receive any goods/services from your organization as a direct result of this
donation? YES or NO. If YES, please provide a description AND good faith estimate of the
value.
No
Ceova . Scha \('ill4qt &
1d1 vu kIir'
Name of Oranizafion's Representative Tit
1/1( fOi'-I
Signature of Organization's Representative Date
We appreciate your attention to this matter. Corporate Social Responsibility
Please return this form within 10 business days to: CITGO Petroleum Corporation
1293 Eldridge Parkway
N5053
Houston,TX 77077
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