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HomeMy WebLinkAboutYMCA (Mt. Madonna) - Joint Needs Assessment Reimbursement Agreement (2019)REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF GILROY AND THE MT. MADONNA YMCA This Reimbursement Agreement the "Agreement") is entered into on �' / 2019 9 ( 9 ) ("Effective Date"), by and between the City of Gilroy (the "City"), a municipal corporation, and the Mt. Madonna YMCA ("YMCA"), a branch of the YMCA of Silicon Valley. City and YMCA may be referred to individually as a Party and collectively as the Parties throughout this Agreement. RECITALS WHEREAS, the Parties have agreed to enter into this Agreement for the purpose of sharing the costs for a Joint Facility and Program Needs Assessment (the "Assessment"), which will be performed by City employees and/or a consultant hired by the City. WHEREAS, YMCA agrees to reimburse the City for its share of the cost of the Assessment, and the purpose of this Agreement is to provide theterms and conditions for YMCA's reimbursement. NOW THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, the Parties hereto agree as follows: 1. Obligation of the Parties. a. Cam: The City shall facilitate the development of the Assessment, which will be performed by City employees and/or a consultant hired by the City, and shall commence work required for such facilitation prior to June 30, 2019. The City shall complete and deliver the Assessment by June 30, 2020, unless a later date is mutually agreed to as provided in this Agreement. b. YMCA: YMCA shall pay the City an amount not to exceed Ten Thousand Dollars ($10,000.00) for its share of the cost of the Assessment. 2. Term. This Agreement commences on the Effective Date. The Term of the Agreement shall continue and terminates upon completion and delivery of the Assessment, but under no circumstance will the Term of the Agreement extend 4849-5034-71600 CCHN4706083 beyond June 30, 2020, unless an extension period is mutually agreed to by amendment to this Agreement, in accordance with paragraph 6, below. 3. Reimbursement. Upon execution of this Agreement, the City shall invoice the YMCA one lump sum amount for its share of the cost of the Assessment, up to Ten Thousand Dollars ($10,000.00). YMCA shall pay the City within 30 days of receipt of the City's invoice. 4. Indemnification. The City shall defend, indemnify, and hold harmless the YMCA and its officers, directors, employees, agents, parent, subsidiaries, and other affiliates, from and against from any and all claims, expenses, costs, or liabilities (including attorneys' fees and related disbursements) that may be threatened against -or incurred by YMCA solely as a result of death, injury to a person (which injury shall not include injury to a person's reputation, character or feelings) damage to or loss of property, or breach of any covenants or agreements occurring by reason of the negligent acts or willful misconduct of the City, its officers, employees, agents, or consultants, that arise out of, pertain to, or relate to performance of City's obligations under this Agreement. 5. Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the Party shall specify in writing. Such notice shall be deemed given upon personal delivery; or if sent by first class mail, postage prepaid, three days after the date of mailing; or if sent by nationally recognized overnight carrier, on the date of receipt or refused receipt by the receiving party. Cam: City of Gilroy Attn: Maria De Leon 7351 Rosanna St. Gilroy, CA 95020 6. Amendment. The Agreement may only be amended by written agreement executed by both Parties. 4849-5034-71600 CCH U104706083 r° 7. No Assignment. Neither this Agreement nor any portion shall be assigned by either Party , without prior written consent of the other Party. 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. No Third Party Beneficiary. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties will have any claim or right of action hereunder for any cause whatsoever. 10. Relationship. Nothing contained in this.Agreement shall be construed to create any independent contractor or agent relationship, partnership, joint venture, or participation in a joint or common undertaking, between the Parties. 11. Governinq 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. 12. 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. 13. 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. 14. EntireAgreement. This Agreement constitutes the entire Agreement between the Parties and supersedes any previous agreement s, oral or written. This Agreement may be modified or provisions waived only by a subsequent mutual written agreement executed by The City and the YMCA. 15. Non -Discrimination. The City and its officers, employees, agents, and 4849-5034-71600 CCHU104706083 f' 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. 16. 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 a obligations set forth in this Agreement. AT S : - `, CITY OF GILROY i - ..c t CitrCler City Administrator Date: Date: (C AI' ROVED S TO FORM: City Attorney 9 Date: ' i YMCA of Silicon Valley 4C'hie Executive Officer Date: (O 6Il 4849-5034-71600 CCHU104706083