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HomeMy WebLinkAboutReso 01-22 Approving the Grant Agreement Between the Three Valleys Community Foundation and the City of Dublin Reso. No. 01-22, Item 4.2, Adopted 01/11/2022 Page 1 of 1 RESOLUTION NO. 01 - 22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE GRANT AGREEMENT BETWEEN THE THREE VALLEYS COMMUNITY FOUNDATION AND THE CITY OF DUBLIN WHEREAS, the Three Valleys Community Foundation (3VCF) is a newly created 501(c)(3) geographically based foundation designed to connect local donors with local nonprofits and local community needs; and WHEREAS, 3VCF envisions a community where everyone has an opportunity to live a full and rewarding life, and their mission is to strengthen the Tri -Valley region through inclusive leadership, thoughtful funding, informed giving, and collaborative action ; and WHEREAS, 3VCF will serve a public purpose within Dublin and the Tri -Valley region by enabling a collaborative, integrated hub of leaders, supporters, and volunteers to identify, understand, and address broad-based needs and critical issues in the Tri-Valley and will help area non-profits serve with strength by showcasing their impact, sharing best practices, and connecting them with donors; and WHEREAS, the City Council desires to support this public purpose by providing funding to assist 3VCF with the administrative and operational functions associated with the launch of this community foundation. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Grant Agreement between the Three Valleys Community Foundation and the City of Dublin, attached hereto as Exhibit A to this Resolution. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the amendments to the agreement, and make any necessary, non -substantive changes to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 11th day of January 2022, by the following vote: AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk DocuSign Envelope ID: 25CA199D-ACC6-487D-B9E2-CC7F7F6CB901 Grant Agreement between City of Dublin and Three Valleys Community Foundation Page 1 of 4 GRANT AGREEMENT BETWEEN THE THREE VALLEYS COMMUNITY FOUNDATION AND THE CITY OF DUBLIN This Grant Agreement (“Agreement”) is entered into as of January 11, 2022, (“Effective Date”), between the City of Dublin (“City”) and the Three Valleys Community Foundation, a non-profit corporation (“Grantee”). Grantee and City are hereinafter collectively referred to as the “Parties.” RECITALS A.The Three Valleys Community Foundation (3VCF) is a newly created 501(c)(3) geographically based foundation designed to connect local donors with local nonprofits and local community needs. B.The 3VCF envisions a community where everyone has an opportunity to live a full and rewarding life, and their mission is to strengthen the Tri-Valley region through inclusive leadership, thoughtful funding, informed giving, and collaborative action. C.The 3VCF will serve a public purpose within Dublin and the Tri-Valley Region by enabling a collaborative, integrated hub of leaders, supporters, and volunteers to identify, understand, and address broad-based needs and critical issues in the Tri-Valley and will help area non-profits serve with strength by showcasing their impact, sharing best practices, and connecting them with donors. D.The City Council desires to support this public purpose by providing funding to assist 3VCF with the administrative and operational functions associated with the launch of this local community foundation. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows: 1.Grantee’s Obligations 1.1. Grantee agrees to use the proceeds of the Grant funding received for administrative and operational functions associated with the launch of 3VCF (“Services”). 1.2. Grantee agrees to provide City an annual report on or before December 31 of each year, on the specific use of the proceeds, as well as general financial updates of the organization. 2.City’s Obligations 2.1. City agrees to provide a Grant to Grantee in the amount of FIFTY THOUSAND DOLLARS ($50,000), to be made in three equal (3) annua l installments, upon the terms and conditions and for the purposes set forth in the Agreement. It is understood and agreed by the Parties that each installment is intended to defray Grantee’s costs of establishing the 3VCF. DocuSign Envelope ID: 8C928693-E7C6-415A-8FA6-D35C39661111DocuSign Envelope ID: 25CA199D-ACC6-487D-B9E2-CC7F7F6CB901 Grant Agreement between City of Dublin and Three Valleys Community Foundation Page 2 of 4 2.2. Disbursement of Grant Proceeds. City shall make a total of three (3) disbursements of the grant funding to Grantee according to the following schedule: January 31, 2022 -- $16,667 January 31, 2023 -- $16,667 January 31, 2024 -- $16,666 3. Grantee Representations and Warranties 3.1. Grantee warrants that it is duly organized under applicable laws of the State of California, is qualified to do business in the City, and is in compliance in all material respects with all laws and regulations necessary to provide the Grant Services. 3.2. Grantee warrants that is has authority and has completed all proceedings and obtained all approvals necessary to execute, deliver, and perform its obligations under this Agreement. 4. Term and Termination. 4.1. The term of this Agreement shall begin on the Effective Date and shall end on December 31, 2024. Grantee shall provide the Services on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 12. 4.2. City may cancel this Agreement upon 30 days’ notice and without cause upon written notification to Grantee. 4.3. Grantee may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. 4.4. In the event of termination, Grantee shall be entitled to compensation for Services performed to the effective date of termination. 5. Assignment. Grantee shall not cause or permit any voluntary transfer, assignment, or conveyance of this Agreement. 6. Indemnification. Grantee shall defend (with counsel acceptable to City), hold harmless and indemnify the City and its elected and appointed officials, officers, agents, and employees from and against all claims, liability, costs, expenses, loss, or damages of any nature whatsoever, including reasonable attorney’s fees, arising out of or in any way connected with its performance of the Services pursuant to this Agreement. 7. Relationship of Parties. Nothing contained in the Agreement shall be construed as creating the relationship of employer and employee or principal and agent between City and Grantee or Grantee’s agents or employees, and Grantee shall at times be wholly responsible for the manner in which it or its agents, or both, perform under this agreement. DocuSign Envelope ID: 8C928693-E7C6-415A-8FA6-D35C39661111DocuSign Envelope ID: 25CA199D-ACC6-487D-B9E2-CC7F7F6CB901 Grant Agreement between City of Dublin and Three Valleys Community Foundation Page 3 of 4 8. No Third-Party Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any third person whom Grantee may have employed or contracted or may employ or contract relative to the purchase of any material, supplies or equipment, or the furnishing or the performance of any work or services with respect to any programs or projects being undertaken by Grantee. 9. Notices. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by mail or e-mail to the following addresses City: City of Dublin Attn: City Manager 100 Civic Plaza Dublin, CA 94568 Grantee: Three Valley’s Community Foundation Attn: John Sensiba, Chair, Board of Directors 5960 Inglewood Drive, Suite 201 Pleasanton, CA 94588-8611 10. Attorney’s Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 11. Severability. If one or more provisions of this Agreement are found invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed, or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect. 12. Amendments/Entire Agreement. City and Grantee reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, modification, alteration, or variation of the terms of this Agreement shall be valid unless in writing and signed and acknowledged and approved by both parties. This Agreement constitutes the entire agreement of the parties and no oral understandings or agreement not incorporated herein shall be binding on either Party. 13. City's Rights and Consent. No forbearance, failure, or delay by the City in exercising any right, power or remedy, nor any single or partial exercise by the City of any right or remedy hereunder shall preclude the further exercise of such right, power or remedy. City's consent to any act or omission by Grantee may not be construed as the City's consent to any other or subsequent act or omission or as a waiver of the requirement to obtain City's consent in any other instance. All of City's rights, powers and remedies are cumulative and shall continue in full force and effect until specifically waived in writing by City. 14. Duration/Survival. This Agreement shall continue in full force and effect until the obligations due under this Agreement have been satisfied in full. Notwithstanding the foregoing, the indemnification provis ions of Section 6 of this Agreement shall survive the expiration of this Agreement. DocuSign Envelope ID: 8C928693-E7C6-415A-8FA6-D35C39661111DocuSign Envelope ID: 25CA199D-ACC6-487D-B9E2-CC7F7F6CB901 Grant Agreement between City of Dublin and Three Valleys Community Foundation Page 4 of 4 15. Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts delivered and/or signatures executed by City-approved electronic or digital means shall have the same force and effect as the use of a manual signature. Both Parties desire this Agreement to be electronically signed in accordance with applicable federal and California law. Either Party may revoke its agreement to use electronic signatures at any time by giving notice to the other Party. 16. Documents. During the term of this Agreement, Grantee shall permit representatives of Cit y, at all reasonable times, to have access to, examine, and make copies, at City's expense, of Grantee’s books, records, and documents relating to this Agreement. 17. Nondiscrimination and Equal Opportunity. Grantee shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), agai nst any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Grantee under this Agreement. 18. Applicable Law. This Agreement shall be subject to and governed by the law of the State of California. IN WITNESS WHEREOF, the City and the Grantee have executed this Agreement as of the date first above written. CITY OF DUBLIN THREE-VALLEYS COMMUNITY FOUNDATION By: ________________________ By: _________________________ Linda Smith John Sensiba City Manager Chair, Board of Directors Attest: ________________________ Marsha Moore, City Clerk Approved as to Form: By: ______________________ John Bakker, City Attorney DocuSign Envelope ID: 8C928693-E7C6-415A-8FA6-D35C39661111DocuSign Envelope ID: 25CA199D-ACC6-487D-B9E2-CC7F7F6CB901