Loading...
HomeMy WebLinkAboutCentro La Familia Advocacy Services, Inc. Memorandum of Understanding Regarding Dist 7 Beat the Heat Event - 8-1-24 MEMORANDUM OF UNDERSTANDING Regarding District 7 Beat the Heat Event This Memorandum of Understanding (Agreement) is entered into this 1st day of August 2024, by and between the District 7 of the CITY OF FRESNO, a municipal corporation (City), and Centro La Familia Advocacy Services, Inc., a California Nonprofit Public Benefit Corporation (CLF). RECITALS A. The City is holding a "Beat the Heat" event (Event) on August 14, 2024, at Romain Park, 745 N 1st St, Fresno, CA 93702 in District 7 for the public purpose of providing family-friendly food, entertainment, and services to the public; and B. The Event is located in and will serve CLF's target population in its mission; and C. CLF is in a position to accept donations for and on behalf of the Event, and contact and coordinate with vendors for the event; and D. The City desires to enter into this MOU to allow CLF to accept donations for the CLF event and to coordinate and pay vendors for services rendered at the Event, at no cost to the City. AGREEMENT NOW, THEREFORE, the parties agree as follows: 1. PARTICIPATING AGENCIES AND DESIGNATED CONTACT PERSONS. City Representative: Omar Hernandez, Council District 7 2600 Fresno Street Fresno, CA 93721 Tel: (559) 621-7877 CLF: Margarita Rocha, Centro La Familia Advocacy Services 302 Fresno Street, Suite 102 Fresno, CA 93706 Tel: (559)237-2961 2. CITY RESPONSIBILITIES. a. The City may solicit donations for the Event, directing donations to CLF. b. The City shall direct the expenditure of any donations received by CLF to pay for costs and vendors for the Event. 1 267848vl C. The City shall manage all other aspects of the Event not delegated to CLF herein. d. The City shall be available to timely provide input to CLF regarding vendors and expenditure of funds for the Event. 3, CLF RESPONSIBILITIES. a. CLF shall accept donations made for the Event(Event funds) and separate such Event funds to ensure they are expended only for the Event. CLF shall track donations and donors and provide the information to the City. b. CLF shall arrange for and pay vendors for the event, in coordination with the City. C. CLF shall donate all Event funds not expended for the Event to District 7 within ten days after the expenses of the Event have been reconciled, or do as otherwise directed by the City. d. CLF shall not expend Event funds without prior authorization from the City. e. CLF shall not represent itself as an agent of the City in expending Event funds. 4. TERM AND EFFECTIVENESS. This Agreement shall be effective upon its complete execution by the parties' authorized agents on and shall remain in effect until all expenses from the Event have been paid and all Event funds have been either expended or donated to District 7, or spent as otherwise directed by the City, to be completed no later than September 30, 2024. Either party may terminate this Agreement with or without cause upon ten days' written notice to the other party. 5. COMPLIANCE WITH GOVERNING LAW. Each party shall comply with all federal, state, and local laws, rules and regulations in its pursuit hereof. No party in its performance of this Agreement shall employ discriminatory practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. 6. CAPACITY OF THE PARTIES. Each party is acting in an independent capacity. Nothing in this Agreement and nothing in the course of dealings between the parties hereunder shall be deemed to create any trust, partnership, joint venture, agency or employment relationship, jointly and severally. The parties further agree and acknowledge that each party is solely responsible for determining the method and means by which it will fulfill its obligations hereunder. 7. INDEMNIFICATION. CLF shall indemnify, hold harmless and defend City and 2 267848v1 each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the City, CLF or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct of CLF or any of its officers, officials, employees, agents or volunteers in the performance of this Agreement. This section shall survive termination or expiration of this Agreement. 8. ATTORNEY'S FEES. If a party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its/their reasonable attorney's fees and legal expenses. 9. BINDING. Once this Agreement is signed by all the parties, it shall be binding upon, and shall inure to the benefit of, the parties, and each parry's respective heirs, successors, assigns, transferees, agents, servants, employees and representatives. 10. ASSIGNMENT. There shall be no assignment by any party of its rights or obligations under this Agreement without the prior written approval of the other party. Any attempted assignment by a party, its successors or assigns, shall be null and void unless approved in writing by the other party. 11. WAIVER. The waiver by any party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and approved by and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 12. GOVERNING LAW AND VENUE. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno, California. 12. SEVERABILITY. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions. 14. REPRESENTATIONS AND WARRANTIES. CLF represents and warrants that it is a duly authorized and existing California nonprofit corporation in good standing. Each party hereby represents and warrants to the other party and agrees that it has the full power and authority to enter into this Agreement and perform each of its obligations 3 267848v1 hereunder, and it is legally authorized and has obtained all necessary regulatory approvals for the execution, delivery, and performance of this Agreement. 15. INTERPRETATION. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning. 16. ENTIRE AGREEMENT. It is mutually understood and agreed that the foregoing along with the attached Exhibits constitutes the entire Agreement between the parties. Any modifications or amendments to this Agreement must be in writing signed by an authorized agent of each party. IN WITNESS THEREOF, the parties have caused their authorized agents to execute this Agreement as of the date set forth above. CITY OF FRESNO, CENTRO LA FAMILIA ADVOCACY SERVICES, A California municipal corporation INC., A California Nonprofit Public Benefit Corporation By: Name Celida Garcia Lopez By: Title: Chief of Staff Distri t 7 Name: Roberto Solis APPROVED AS TO FORM: Title: Board Chair ANDREW JANZ (Must be Board Chair, Pres. or Vice City Attorney Pres.) By: 816124 By: Amanda Freeman Date Senior Deputy City Attorney Name: Marc Young Title: Accountant ATTEST: (Must be CFO, Treasurer, Secretary, or TODD STERMER, CMC Assistant Secretary) City Clerk By , . Deputy 4 267848v1