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ATTACHMENT 2 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PLEASANTON AND THREE VALLEYS COMMUNITY FOUNDATION This MEMORANDUM OF UNDERSTANDING (MOU) is entered into this day of May 2022, between the CITY OF PLEASANTON (City), a municipal corporation, and Three Valleys Community Foundation(3VCF), a non-profit 501(c)(3) corporation whose address is 5960 Inglewood Drive, Suite 201, Pleasanton, CA 94588. RECITALS a. 3VCF provides a community benefit by supporting local non-profits through increasing local giving to create a region that provides an opportunity for a full and rewarding life for Pleasanton residents. b. The City is granting funds for 3VCF to provide this community benefit. NOW, THEREFORE, in consideration of the promises herein,the parties agree as follows: 1. Terms. This MOU shall commence on the date written above and shall expire on June 30, 2025. 2. Services. Subject to the terms and conditions set forth in this Agreement, 3VCF shall provide to City the services described in Exhibit A. 4. Compensation. The City shall pay 3VCF for services rendered pursuant to this Agreement as described more particularly in Exhibit A. The payments shall be made on an annual basis upon receipt and approval of 3VCF's invoice. Total compensation for services and reimbursement for costs shall not exceed $50,000.00 a. Upon receipt of 3VCF invoice the City shall make payment within thirty (30)days of receipt. 5. Indemnity and Hold Harmless. 3VCF shall defend, indemnify, and hold harmless, the City and its officers, agents and employees from and against all claims, losses, damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, omissions, negligent or wrongful acts of 3VCF in the performance of its services under this Agreement, regardless of whether the City has reviewed or approved the work or services which has given rise to the claim, loss, damage, injury or liability for damages. This indemnification shall extend for a reasonable period of time after completion of the project as well as during the period of actual performance of services under this Agreement. The City's acceptance of the insurance certificates required under this Agreement does not relieve the 3VCF from its obligation under this paragraph. 6. Insurance. During the term of this Agreement, 3VCF shall maintain in full force and effect, at its own cost and expense, insurance coverages with insurers with an A.M. 1