Loading...
Morgan Hill, City of - Reimbursement Agreement for Standards of Coverage Assessment (2019)Reimbursement Agreement between the City of Morgan Hill and the City of Gilroy This Reimbursement Agreement (Agreement) is entered into on f1, 151A't`i 201,%by and between the City of Morgan Hill (Morgan Hill) and the City of Gilroy (Gilroy). Morgan Hill and Gilroy may be referred to individually as a Party and collectively as the Parties throughout this Agreement. Whereas, the Parties, along with the South Santa Clara County Fire District, which may be referred to individually as an Agency and collectively as the Agencies, have agreed to enter into this Agreement for the purpose of sharing the costs for a sub -regional Standards of Coverage assessment. Whereas, the Agencies have agreed to hire Citygate Associates, LLC to conduct the sub-regionai Standards of Coverage assessment ("Citygate Contract"). Whereas, Morgan Hill and Gilroy desire to include a traffic congestion study, and agree to share the cost of the study. Whereas, Citygate Associates, LLC desires to enter a contract with one Agency which will act as the "host" Agency for administering the contract. Whereas, City of Morgan Hill will act as the host Agency wherein Citygate will bill Morgan Hill for the full amount of the contract, and the other Agencies will reimburse Morgan Hill for their share based on the number of fire stations within each Agency's service area as set forth in their respective reimbursement agreements. Whereas, this Reimbursement Agreement is to describe the terms and conditions for reimbursement between Morgan Hill and Gilroy. A separate Reimbursement Agreement will be entered into between Morgan Hill and South Santa Clara County Fire District. Now, therefore, the Parties agree as follows: 1. Morgan Hill is designated as the "host" Agency for administration of the contract with Citygate Associates, LLC (hereinafter "Citygate"). Morgan Hill shall enter into a contract with Citygate for an initial amount not to exceed $79,530. Parties agree that there is a contingency in the amount of $3,970 to address any changes in scope. Any changes in scope beyond that originally anticipated by the Agencies shall be negotiated, and the Citygate Contract and this Agreement shall be amended. 2. Term. The term of this Agreement is to run concurrently with the Agreement with Citygate, currently from i lan. 157201yuntil December 31, 2019. This Reimbursement Agreement will automatically extend ifIthe contract with Citygate is extended. Should the Agreement with Citygate terminate, the Parties agree to terminate this Agreement as well. Any outstanding invoices shall be paid by Gilroy within 30 days of termination. 3. Gilroy's Share. Gilroy's Share of the Cost for the Standards of Coverage assessment based on three fire stations and one-half of the Traffic Congestion Study is $31,520. Gilroy will be billed proportionately for any additional costs due to change in scope of the Citygate contract. 4. Reimbursement Schedule. Morgan Hill shall bill Gilroy as Morgan Hill is billed. a. Citygate requires ten percent (10%) of the project cost be advanced at the execution of the contract, to be used to offset their start-up costs (deposit). Thereafter, Citygate bills monthly for time, reimbursable expenses incurred at actual costs (travel), plus a five percent (5%) administration charge. b. Morgan Hill shall bill Gilroy its proportionate share of the costs based on three stations. The first invoice shall be for Gilroy's proportionate share of the deposit. Morgan Hill shall thereafter invoice Gilroy on a monthly basis. c. Gilroy shall pay Morgan Hill within thirty days of Morgan Hill's invoice. 5. Notice. All notices shall be personally delivered or mailed, via first class mail, postage prepaid to the below listed address. These addresses shall be used for delivery of service of process. Notices shall be effective five (5) days after date of mailing, or upon date of personal delivery. a. Address of Morgan Hill is as follows: City Manager City of Morgan Hill 17575 Peak Ave Morgan Hill, CA 95037 b. Address of Gilroy is as follows: Gabriel A. Gonzalez, City Administrator City of Gilroy 7381 Hanna Street Gilroy, CA 95020 6. Amendment. The Agreement may only be amended by written agreement executed by both Parties. 7. No Assignment. Neither this Agreement nor any portion shall be assigned by Gilroy, without prior written consent of Morgan Hill. 8. Severability. The partial or total invalidity of one or more parts of this Agreement will not affect the intent or validity or remaining parts of this Agreement. 9. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California. This Agreement was entered into and is to be performed in the County of Santa Clara. Any action or dispute arising out of this Agreement shall only be brought in Santa Clara County. 10, Counterparts, This Agreement may be signed in counterparts, each of which shall be deemed to be an original, but all of which taken together, shall constitute one and the same document. 11, Waiver. No waiver by either Party of any breach, default, or violation of any term, warranty, representation, agreement, covenant, condition, or provision hereof shall constitute a waiver of any subsequent breach, default, or violation of the same or any other term, warranty, representation, agreement, covenant, condition, or provision thereof. All waivers must be in writing and signed by the Party against whom enforcement of the waiver is sought. All remedies are cumulative, and the election to pursue less than all remedies shall not be a waiver of the right to pursue any remedy. 12. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties and supersedes any previous agreements, oral or written. This Agreement may be modified or provisions waived only by a subsequent mutual written agreement executed by Morgan Hill and Gilroy. 13. Non -Discrimination. Gilroy and its officers, employees, agents, and subcontractors covenant there shall be no discrimination based upon race, color, creed, religion, gender, marital status, age, sexual orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement. 14. Authority to Execute. Those individuals who are signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement. ATTEST: City Clerk Date: 154 d u APPROVED AS TO FORM: City Attorney Date: Date: ///5-h0�9 APPR VED A •ORM: City Attorney Date: CITY OF _ HI S__ City Manager Date: [�IQ I I CITY OF GILROY City m miniC4-ra� /✓ -� Date: /A//Y Reimbursement Agreement between the City of Morgan Hill and the City of Gilroy This Reimbursement Agreement (Agreement) is entered into on 20 8 by and between the City of Morgan Hill (Morgan Hill) and the City of Gilroy (Gilroy). Morgan Hill and Gilroy may be referred to individually as a Party and collectively as the Parties throughout this Agreement. Whereas, the Parties, along with the South Santa Clara County Fire District, which may be referred to individually as an Agency and collectively as the Agencies, have agreed to enter into this Agreement for the purpose of sharing the costs for a sub -regional Standards of Coverage assessment. Whereas, the Agencies have agreed to hire Citygate Associates, LLC to conduct the sub -regional Standards of Coverage assessment ("Citygate Contract"). Whereas, Morgan Hill and Gilroy desire to include a traffic congestion study, and agree to share the cost of the study. Whereas, Citygate Associates, LLC desires to enter a contract with one Agency which will act as the "host" Agency for administering the contract. Whereas, City of Morgan Hill will act as the host Agency wherein Citygate will bill Morgan Hill for the full amount of the contract, and the other Agencies will reimburse Morgan Hill for their share based on the number of fire stations within each Agency's service area as set forth in their respective reimbursement agreements. Whereas, this Reimbursement Agreement is to describe the terms and conditions for reimbursement between Morgan Hill and Gilroy. A separate Reimbursement Agreement will be entered into between Morgan Hill and South Santa Clara County Fire District. Now, therefore, the Parties agree as follows: 1. Morgan Hill is designated as the "host" Agency for administration of the contract with Citygate Associates, LLC (hereinafter "Citygate"). Morgan Hill shall enter into a contract with Citygate for an initial amount not to exceed $79,530. Parties agree that there is a contingency in the amount of $3,970 to address any changes in scope. Any changes in scope beyond that originally anticipated by the Agencies shall be negotiated, and the Citygate Contract and this Agreement shall be amended. 2. Term. The term of this Agreement is to run concurrently with the Agreement with Citygate, currently from until December 31, 2019. This Reimbursement Agreement will automatically extend if the contract with Citygate is extended. Should the Agreement with Citygate terminate, the Parties agree to terminate this Agreement as well. Any outstanding invoices shall be paid by Gilroy within 30 days of termination. 3. Gilroy's Share. Gilroy's Share of the Cost for the Standards of Coverage assessment based on three fire stations and one-half of the Traffic Congestion Study is $31,520. Gilroy will be billed proportionately for any additional costs due to change in scope of the Citygate contract. 4. Reimbursement Schedule. Morgan Hill shall bill Gilroy as Morgan Hill is billed. a. Citygate requires ten percent (10%) of the project cost be advanced at the execution of the contract, to be used to offset their start-up costs (deposit). Thereafter, Citygate bills monthly for time, reimbursable expenses incurred at actual costs (travel), plus a five percent (5%) administration charge. b. Morgan Hill shall bill Gilroy its proportionate share of the costs based on three stations. The first invoice shall be for Gilroy's proportionate share of the deposit. Morgan Hill shall thereafter invoice Gilroy on a monthly basis. c. Gilroy shall pay Morgan Hill within thirty days of Morgan Hill's invoice. 5. Notice. All notices shall be personally delivered or mailed, via first class mail, postage prepaid to the below listed address. These addresses shall be used for delivery of service of process. Notices shall be effective five (5) days after date of mailing, or upon date of personal delivery. a. Address of Morgan Hill is as follows: City Manager City of Morgan Hill 17575 Peak Ave Morgan Hill, CA 95037 b. Address of Gilroy is as follows: Gabriel A. Gonzalez, City Administrator City of Gilroy 7381 Hanna Street Gilroy, CA 95020 6. Amendment. The Agreement may only be amended by written agreement executed by both Parties. 7. No Assignment. Neither this Agreement nor any portion shall be assigned by Gilroy, without prior written consent of Morgan Hill. 8. Severability. The partial or total invalidity of one or more parts of this Agreement will not affect the intent or validity or remaining parts of this Agreement. 9. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California. This Agreement was entered into and is to be performed in the County of Santa Clara. Any action or dispute arising out of this Agreement shall only be brought in Santa Clara County. 10. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed to be an original, but all of which taken together, shall constitute one and the same document. 11. Waiver. No waiver by either Party of any breach, default, or violation of any term, warranty, representation, agreement, covenant, condition, or provision hereof shall constitute a waiver of any subsequent breach, default, or violation of the same or any other term, warranty, representation, agreement, covenant, condition, or provision thereof. All waivers must be in writing and signed by the Party against whom enforcement of the waiver is sought. All remedies are cumulative, and the election to pursue less than all remedies shall not be a waiver of the right to pursue any remedy. 12. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties and supersedes any previous agreements, oral or written. This Agreement may be modified or provisions waived only by a subsequent mutual written agreement executed by Morgan Hill and Gilroy. 13. Non -Discrimination. Gilroy and its officers, employees, agents, and subcontractors covenant there shall be no discrimination based upon race, color, creed, religion, gender, marital status, age, sexual orientation, national origin, mental disability, physical disability, medical condition, or ancestry, in any activity pursuant to this Agreement. 14. Authority to Execute. Those individuals who are signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement. ATTEST: City Clerk Date: APPROVED AS TO FORM: City Attorr�­ Date: %ATTEST. City Clerk Date APPROVED A ORM: City Attorney Date: `� �� CITY OF MORGAN HILL City Manager Date: CITY OF GILROY City' mini , Date: