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HomeMy WebLinkAboutAgreement - Gilroy Sister Cities Association - Expires 06-30-2029AGREEMENT FOR SERVICES This agreement (“Agreement”) is made this 7th day of August, 2024, between the City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California (“City”) and the Gilroy Sister Cities Association, a 501(c)3 organization, having a principal place of business at P.O. Box 1067, Gilroy, California (“Association”). 1. TERM OF AGREEMENT. This Agreement will become effective July 1, 2024 and will continue in effect through June 30, 2029 unless terminated in accordance with the provisions of Section 8 of this Agreement. 2. ENTITY STATUS. It is the express intention of the parties that Association is an independent, third-party nonprofit organization and not an employee, agent, or joint venturer of the City that has worked with the City to manage and coordinate activities to welcome and host officials and visitors from Gilroy’s established Sister Cities since 2007. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between City and Association or any employee or agent of Association. Both parties acknowledge that Association is not an employee for state or federal tax purposes. Association shall not be entitled to any of the rights or benefits afforded to City’s employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. 3. COMPENSATION. In consideration for the services to be performed by Association, City agrees to pay Association the following amounts: A. An amount not to exceed Fifteen ($15,000.00) Thousand Dollars annually on a reimbursement basis, subject to City receipt of the Association’s annual budget and City’s approval of which expenses are eligible for reimbursement. The Association may begin invoicing the City upon entering this contract for expenses in calendar year 2024 with approval of expenditures by the City. For each year thereafter, the Association shall provide its adopted budget for City review and determination of which costs are reimbursable. 4. SERVICES TO BE PERFORMED BY ASSOCIATION. The Association shall undertake management and coordination activities on behalf of the City of Gilroy with its sister cities, including visitor relations. The activities shall include the following: A. Manage relations with the City of Gilroy's established sister cities. B. Evaluate and assist the City of Gilroy with research and due diligence on requests from the City of Gilroy on establishing potential new additional sister city relationships, or requests to the City of Gilroy from other cities requesting sis ter city status with the City of Gilroy. C. Meet, Greet, Assist and Host visitors on official visits to the City of Gilroy from any of its established sister cities. Docusign Envelope ID: 6A5C26FB-D39B-4E73-A638-D83B187D75ED D. Provide an annual report to the City Council on current activities, trends, and status of relations between the City of Gilroy and its established sister cities. This report will be provided to the City Council by the end of calendar year 2024, and then each subsequent year for the duration of this agreement. E. With the release of the above report, the Association shall present to the City Council at a regular meeting of the City Council an update on the report, as well as field questions from the City Council. This presentation shall be provided to the City Council between thirty (30) and sixty (60) days of the submission of the annual report above. F. Provide a copy of the annual budget for the Association, identifying fixed costs as well as planned activities which requires funding. The budget shall be provided to the City by the Association within thirty (30) days of adoption by Association. G. Other tasks relating to sister cities of the City of Gilroy as may be needed or prudent. 5. SERVICES TO BE PERFORMED BY CITY. A. The City shall render payment within forty-five (45) days of receiving an acceptable invoice. B. The City shall make reasonable effort to receive official visitors from Gilroy’s established Sister Cities at City Hall and other City facilities as might be requested and of interest (meet with the mayor, tour city hall; meet with the police chief, tour police station; meet with the fire chief, tour fire station; tour waste water treatment facility). C. The City shall make reasonable effort to be represented and participate at various welcome and or farewell gatherings arranged for visitors from Gilroy’s established Sister Cities as hosted by the Association. 6. INDEMNIFICATION OF LIABILITY, DUTY TO DEFEND. To the fullest extent permitted by law, Association shall defend, through counsel approved by City (which approval shall not be unreasonably withheld), indemnify and hold harmless City, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of Association or Association’s assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 7. ASSIGNMENT. Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of Association under this Agreement may be assigned or subcontracted by Association without the prior written consent of the City, which City may withhold in its sole and absolute discretion. 8. TERMINATION OF AGREEMENT. Either party may terminate this Agreement without cause and at any time upon giving 30 days' prior written notice to the other party. Such termination will be effective on the date stated in the notice. Such notice shall be provided as addressed in Section 15, Notices. Docusign Envelope ID: 6A5C26FB-D39B-4E73-A638-D83B187D75ED 9. AMENDMENT. No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in writing signed by both parties hereto. 10. ENTIRE AGREEMENT. This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by Association for City and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to the Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversations with any officer, agent or employee of City prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon City. 11. GOVERNING LAW AND VENUE. The Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. 12. WAIVER. Association agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this agreement. 13. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall Association have the authority or power to pledge the credit of City or incur any obligation in the name of City. 14. NO THIRD-PARTY BENEFICIARIES. 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 shall have any claim or right of action hereunder for any cause whatsoever. 15. NOTICES. Notices shall be provided in writing as follows: To City: City Administrator, City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 To Association: President, Gilroy Sister Cities Association P.O. Box 1067 Docusign Envelope ID: 6A5C26FB-D39B-4E73-A638-D83B187D75ED Gilroy, CA 95020 ASSOCIATION: CITY: GILROY SISTER CITIES ASSOCIATION CITY OF GILROY By: By: Name: David Peoples Name: Jimmy Forbis Title: President Title: City Administrator Taxpayer ID Number: Approved as to Form Attest: City Attorney City Clerk Docusign Envelope ID: 6A5C26FB-D39B-4E73-A638-D83B187D75ED 20-8288163