11-D
TO: Honorable Mayor and Members of the City Council
ATTENTION: Jeffrey L. Stewart, City Manager
FROM: P.J. Mellana, Director of Parks and Recreation
SUBJECT: Consideration and possible action to authorize the City Manager to execute Memorandum of Understanding No. 24, in a form approved by the City Attorney, with Bellflower Sister City, Inc., for funding support for a cultural exchange program.
DATE: January 24, 2022
EXECUTIVE SUMMARY
On January 25, 2021, the City Council provided staff direction to move forward with the following actions related to the Sister City Committee:
1) Dissolve the previously established Sister City Committee, this action was completed with Resolution No. 21-13 in February of 2021; and 2) Authorize staff and the City Attorney to assist the committee with establishing the organization as a public benefit non-profit corporation.
Bellflower Sister City, Inc., is now an independent registered non-profit entity, recognized by the IRS and State of California. This agreement would establish the formal mechanism for the City to now provide financial support to Bellflower Sister City, Inc. for the specific purpose of a cultural exchange program.
RECOMMENDATION TO CITY COUNCIL
1) Authorize the City Manager to execute MOU No. 24, in a form approved by the City Attorney, with Bellflower Sister City, Inc. for funding support for a cultural exchange program; or
2) Alternatively, discuss and take other action related to this item.
1 Staff Report – MOU No. 24, Bellflower Sister City, Inc.
January 24, 2022
FISCAL IMPACT
The agreement is for Fiscal Years 2021-2022 and 2022-2023, and the allocations are $3,675 and $7,350 respectively and in the current approved budget. Funding allocations may be adjusted if travel restrictions due to the COVID-19 pandemic limit programming capabilities in either year. Such restrictions will be closely monitored and discussed between the appropriate City departments, including Parks & Recreation and Finance, along with Bellflower Sister City, Inc.
DISCUSSION
Staff worked with the City Attorney and Bellflower Sister City, Inc. to ensure a smooth transition in the formation of a public benefit non-profit corporation. Now that a new entity is established, the City can provide funding consistent with the previously established funding levels to be considered biennially through the budget process.
The original Sister City Committee was established to encourage and cultivate a mutual understanding of respective economic situations and cultures between the cities of Bellflower, California and Los Mochis, Mexico. Traditionally, the organization alternates hosting a delegation from Los Mochis one year, and sending a delegation from Bellflower to Los Mochis the following year. The City has provided funding to support the activities of the organization for decades through the general fund, but has not been involved with the overall administration.
ATTACHMENT
MOU No. 24…………...……………………………………….…….……………………….….3
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MEMORANDUM OF UNDERSTANDING NO. 24
FOR FUNDING SUPPORT FOR CULTURAL EXCHANGE PROGRAM
BETWEEN
CITY OF BELLFLOWER AND
BELLFLOWER SISTER CITY, INC.
THIS AGREEMENT is made and executed this 24th day of January, 2022, between the CITY OF BELLFLOWER, a municipal corporation and general law city (“City”) and BELLFLOWER SISTER CITY, INC., a California 501(c)(3) nonprofit organization (“BSC”).
The Parties agree as follows:
SECTION 1. RECITALS. This Agreement is made with reference to the following facts and objectives:
A. BSC was originally established in 1965 and has operated in various forms throughout the years;
B. BSC exists to create a cultural exchange program on the basis to encourage and cultivate a mutual understanding of respective economic situations and cultures between the cities of Bellflower, California and los Mochis, Mexico;
C. BSC funding is made possible by grants and contributions from private and public donors;
D. City has historically provided funding to support the activities of BSC;
E. City believes it is in the public interest to assist in formulating a Sister City Grant Program (“Program”) to financially assist the BSC. Such Programs have historically helped promote the BSC and assist with hosting activities and travel accommodations. Additionally, such Programs have led to increased participation and support within the Bellflower and Los Mochis communities;
F. Both Parties believe it is in the public interest to enter into this Memorandum of Understanding to cultivate a mutual understanding of respective economic situations and cultures between the cities of Bellflower, California and Los Mochis, Mexico.
SECTION 2. BSC’S RESPONSIBILITIES. BSC agrees to do the following:
A. On an annual basis, BSC must provide City with an Annual Report and Funding Request in a form provided by the Director of Parks and Recreation (“Director”).
B. BSC must meet the following criteria annually:
1) Not have any outstanding financial obligations or debts of any kind to City including, without limitation, outstanding licensing or permitting fees and administrative citation fines;
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MOU No. 24 – Funding Support for Cultural Exchange Program Between City of Bellflower and Bellflower Sister City, LLC
2) Demonstrate that it is in good standing with all applicable state and federal agencies, including City. Evidence of “good standing” includes, without limitation, lack of any condition, conduct or circumstances that would violate the Bellflower Municipal Code or any duly adopted Resolution or Ordinance;
3) Provide a credible plan, as determined by the Director, that demonstrates how the funds will be used and how those uses will benefit City and its residents. Uses that benefit City include, without limitation, those which are focused on the development, production, service or presentation of cultural art and/or community service activities open to City residents; create opportunities, community engagement and involvement for City residents; and are consistent with the City’s economic, social or recreational goals (collectively, the “approved uses”);
4) Demonstrate, to the satisfaction of the Director, how the organization’s revenues and expenditures are allocated; and
5) Provide proof of ongoing nonprofit, tax-exempt status under Internal Revenue Code § 501(c)(3) and (6).
SECTION 3. CITY OF BELLFLOWER’S RESPONSIBILITIES. City agrees to do the following:
A. Provide Program funding in City’s Fiscal Year 2021-2022 Operating Budget;
B. Draft, provide, review, and approve all Program forms and documents used in conjunction with the Program. Process all form submissions in a timely manner;
C. Annually, on July 1, or as close as feasibly possible, pay BSC in accordance with the below schedule:
July 1, 2021 $3,675
July 1, 2022 $7,350
SECTION 4. RESTRICTIONS ON FUNDS. Funds issued pursuant to this Memorandum of Understanding must be used for the approved uses.
SECTION 5. RELATIONSHIP. The relationship of City and BSC is that of independent contractor. Neither Party will be considered the agent or employee of the other. Neither will exercise control or direction over the other while performing their respective obligations under this Agreement. Neither party intends to create a partnership or joint venture by entering into this Agreement.
4 City of Bellflower
MOU No. 24 – Funding Support for Cultural Exchange Program Between City of Bellflower and Bellflower Sister City, LLC
SECTION 6. TERM. Except as provided in Section 7, the term of this Agreement will be for two years from its effective date (“Initial Term”). Not less than 30 days before the end of the Initial Term, City’s City Manager will evaluate BSC’s performance under this Agreement based upon reasonable criteria that City may use to evaluate performance. If the City Manager determines, in his or her sole discretion, whether or not this Agreement should continue, the Parties agree that the Agreement will renew on its anniversary date for a subsequent two-year term unless either Party gives written notice to the other of its intent to terminate. This Agreement may be subsequently renewed upon the same basis.
SECTION 7. TERMINATION.
A. As stated above, either Party may terminate this Agreement at any time with or without cause, upon written or verbal notification. Termination will be effective 30 days after notification.
B. By executing this document, the Parties waive any and all claims for damages that might otherwise arise from early termination under this Section.
SECTION 8. ASSIGNMENT. Neither party may assign this Agreement or any interest therein.
SECTION 9. INDEMNIFICATION.
A. Each Party holds the other harmless and free from any and all liability arising out of this Agreement, or its performance. Each Party is responsible for its own legal defense and costs arising from its own negligent or willful actions.
B. The Parties expressly agree that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
SECTION 10. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this License or by law to be served on or given to either party to this License by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to BSC at:
5 City of Bellflower
MOU No. 24 – Funding Support for Cultural Exchange Program Between City of Bellflower and Bellflower Sister City, LLC
Attention: David C. Perry
Bellflower Sister City, Inc.
16812 View Park Ave.
Bellflower, CA 90706
or to
CITY OF BELLFLOWER
Attention: P.J. Mellana
City of Bellflower
16600 Civic Center Drive
Bellflower, CA 90706
Either party may change its address for the purpose of this Section by giving written notice of the change to the other party.
SECTION 11. PARTIES’ REPRESENTATIVES.
A. CITY OF BELLFLOWER’s City Manager, or designee, has authority to administer this Agreement. The city manager will have the ability to act and make all decisions or determinations necessary to facilitate performance pursuant to this Agreement. All such actions by the City Manager, or designee, are binding and final.
B. BSC’s President, or designee, has authority to administer this Agreement.
The President will have the ability to act and make all decisions or determinations necessary to facilitate performance pursuant to this Agreement.
SECTION 12. ACCEPTANCE OF ELECTRONIC SIGNATURES. This
Agreement, and any amendment, may be executed with electronic signatures in accordance with Government Code of the State of California §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.
SECTION 13. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.
SECTION 14. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions will remain in effect, unimpaired by the holding.
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MOU No. 24 – Funding Support for Cultural Exchange Program Between City of Bellflower and Bellflower Sister City, LLC
SECTION 15. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between City and BSC respecting the matters set forth above and correctly sets forth the obligations of City and BSC. Any agreement or representations respecting the issues in this Agreement not expressly set forth in this instrument are void.
SECTION 16. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.
SECTION 17. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. City’s City Manager, or designee, may execute any such amendment on behalf of City.
SECTION 18. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written.
CITY OF BELLFLOWER, BELLFLOWER SISTER CITY (BSC),
a municipal corporation and a California nonprofit corporation. general law city.
_____________________________ ____________________________ Jeffrey L. Stewart, City Manager David C. Perry, President
ATTEST:
_____________________________
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
_____________________________
Karl H. Berger, City Attorney Taxpayer ID No.
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