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HomeMy WebLinkAboutMarjaree Mason Center NOU Anti Human Trafficking Task ForceI t\ -o .= ^au- 0)-L¡I O cE .9IE LOO-ø ioOı MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (MOU), effective as of Octobet 1,2012 as provided hereunder, is entered into by and between the CITY OF FRESNO, a California municipal corporation (hereinafter referred to as "Agency"), and the MARJAREE MASON CENTER, lNC., a California nonprofit corporation (hereinafter referred to as "MMC"). RECITALS WHEREAS, Agency has submitted an application to the California Emergency Management Agency ("CalEMA") for $200,000 in grant funds through the 2012-2013 Grant Funding Cycle - Justice Assistance Grant for the Anti Human Traffickinq Task Force) (hereinafter referred to as the "Program"), incorporated by reference herein, funded by the federal Edward Byrne Memorial Justice Assistance Grant (JAG)funds; and WHEREAS, the Program is intended to enhance the specialized unit and to focus special effort on the handling of victims of human trafficking; and WHEREAS, upon award of grant funds and entry by Agency into a grant agreement with CaIEMA ("Grant") consistent with the Program, Agency intends through its Police Department ('FPD') to work in partnership with MMC for the purpose of providing maximum available assistance for victims of human trafficking residing in the City of Fresno including investigation, immediate response, immediate victim advocacy, legal assistance, referrals for shelter, safety planning assistance with restraining orders, child custody issues, child support, immigration, T-visas and criminal proceedings; and WHEREAS, Agency and MMC believe that implementation of the Program as described herein will further the above goals and to this end agree to coordinate and provide the services referenced herein. AGREEMENT NOW, THEREFORE, in consideration of the above recitals, which recitals are contractual in nature, the mutual covenants herein contained and such other and further consideration as is hereby acknowledged, and subject to the terms and conditions and provisions of the Program and this MOU the parties mutually agree as follows: 1. PARTICIPATING AGENCIES AND DESIGNATED CONTACT PERSONS Agency: Fresno Police Department Special I nvestigations Sgt. Curtis Chastain 2326 Fresno St. Fresno, CP'93721 MMC: Marjaree Mason Center, lnc. Stacy Gomez, Project Director 1600'M'St. Fresno, CA 93721 I 2. ROLES AND RESPONSIBILITIES A. FPD, subject to all applicable constitutional and local law requirements, shall act as the lead agency in coordinating the activities of the Anti-Human Trafficking Project to target victims of trafficking. FPD shall identify victims to be served by the Grant. FPD, through the Human Trafficking Task Force operations, will refer victims of human trafficking to MMC. B. MMC will provide comprehensive services to the victims such as safety planning, shelter referral, counseling, and legal assistance consisting of filling out and filing restraining orders, assistance with child custody, child support, divorce, immigration, T-Visas, criminal proceedings and court accompaniment. C. MMC will provide a .64 full time equivalent (FTE) bi-lingual (English and Spanish) Advocate who will be the staff Human Trafficking expert stationed at the MMC administration building. Activities will be maintained by MMC on a daily time sheet in accordance with the Grant guidelines and reporting requirements. D. MMC's Activities Coordinator will coordinate program meetings for offenders in which the offenders will attend an all-day training session provided by FPD. Speakers from MMC will present on some topics which will include HlV, sexually transmitted diseases and sexual addiction. 3. REIMBURSEMENT FOR PROGRAM ACTIVITIES A. For the aforementioned services, Agency agrees to reimburse MMC solely from allocated and available Program Grant funds for eligible costs incurred by MMC in pursuit hereof, in an amount not to exceed $24,000 in accordance with the program budget submitted by Agency for the 2012-2013 Program funding cycle and first Program year and Grant period of this MOU. B. Any future applications and award of funds for 2012 and 2013 Program funding cycles shall be by written amendment to this MOU and signed by both parties. C. Payment shall be contingent on Agency's receipt of an undisputed invoice and any reports and substantiation materials required by Agency. D. lf MMC should fail to comply with any provision of the MOU, Agency shall be relieved of its obligation for further compensation. E. Nothing in this MOU shall commit the taxing authority or general fund of Agency. 4. MOU EFFECTIVENESS, TERM AND TERMINATION A. The effectiveness of this MOU is contingent upon Agency receiving the Grant award. The two participating agencies signing this MOU shall be committed to the Grant Program for the entire funding cycle commencing October 1,2012 and ending September 30, 2013. MMC acknowledges and agrees that continued funding is dependent upon satisfactory performance by MMC and availability of funds. B. Subject to the foregoing, the term of the MOU is for a 12-month funding cycle Program commencing October 1,2012 and ending September 30,2013. -2- Notwithstanding the foregoing, this MOU shall automatically be suspended or terminated upon Agency's written notice thereof to MMC upon any of the following events: (i) Program or Grant termination or suspension, (ii) any non-appropriation or non-allocation of Grant funding required in pursuit hereof, (iii) MMC's illegal or improper use of funds, (iv) MMC's failure to comply with any term of this MOU, (v) MMC's submittal of any substantially incorrect or incomplete itemized invoice required for reimbursement, (vi) MMC's failure to comply with Federal Drug/Alcohol regulations, or (vii) MMC's failure to comply with any applicable provisions of the Grant. 5. TARGET POPULATION Services provided under this Program shall be directed to victims of trafficking residing in the incorporated limits of the City of Fresno. 6. RESOURCES A. FPD will provide: . Vice investigators to provide proactive operations for increase of number of anti- human trafficking cases investigated;o A vice unit supervising Police Sergeant to provide on-site supervision of the Anti- human Trafficking Unit;o An Anti-human Trafficking Unit Analyst to track and report investigative data related to human trafficking, and to implement a prostitution and rehabilitation program; ando A part{ime administrative assistant to implement and monitor a human trafficking tip line (includes the receiving and transferring of information from the public and MMC to investigators). B. MMC will provide: . One .64 FTE bi-lingualAdvocate;. Legal support, referrals for shelter, counseling and other assistance to victims;. Program meeting coordination for offenders by MMC's Activities Coordinator;. Supervision and training by MMC's Project Director; and. Access for victims, identified by FPD, to needed MMC services within existing policies and procedures. 7. RECORDKEEPING AND PERFORMANCE DATA A. MMC shall keep proper records of, and submit to the Agency each quarter, the following data: ¡ Number of Victims - Proper documentation of the number of victims seryed, including number of cases reported and number of victims counseled, provided shelter and any other assistance. B. MMC shall provide any monthly and quarterly reports, and any certifications as required by Agency. 8. FINANCIAL REPORTING, AUDITING AND DOCUMENT RETENTION -3- A. MMC shall submit a monthly invoice to FPD for the eligible expenses incurred in providing the services of the Advocate and Activities Coordinator. Billing documentation shall include the following: . A breakdown of expenditures by cost category; and. Supporting documentation of all costs including payroll registers, general ledgers and checks as requested by Agency. B. MMC shall maintain accurate, complete, orderly and separate records for the Program and funding separately from all other funds, including United States Department of Justice (.DOJ') award funds awarded for the same or similar purposes or programs. Tracking and reporting of any American Recovery and Reinvestment Act of 2009 ("Recovery Act") funds must be maintained separately. Accordingly, the accounting systems of EOC must ensure that funds from Recovery Act funding are not commingled with funds hereunder. MMC agrees that all personnel performing activities hereunder shall maintain separate timesheets to document hours worked for activities related to the Grant and this MOU. Records of MMC expenses pertaining to the Program shall be kept on a generally recognized accounting basis. C. All records shall be available to Agency, CalEMA, the Comptroller General of the United States, DOJ (including the Office of Justice Programs and the Office of the lnspector General, and its representatives, and the Government Accountability Office ("GAO')), or any of their authorized representatives upon request during regular business hours throughout the life of this MOU and for a period of three years after final payment or, if longer, for any period required by law or the Grant. ln addition, all books, documents, papers, and records of MMC pertaining to the Program shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. This paragraph shall survive expiration or termination of this MOU. D. MMC also understands and agrees that Agency, DOJ and the GAO are authorized to interview any officer or employee of MMC regarding transactions related to this MOU. 9. COMPLIANCE WITH GOVERNING LAW AND GRANT A. MMC shall at all times comply with all applicable laws of the United States, the State of California and Agency, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this MOU. MMC acknowledges receipt of a copy of the Grant and agrees to comply with all applicable provisions thereof (including, without limitation, the CaIEMA Program Guidelines and the CaIEMA Recipient Handbook), and cooperate with Agency in meeting the requirements thereunder. B. The services provided by MMC under this MOU are over and above MMC's budgeted positions. The parties agree that Grant funds shall not be used to replace funds of, or positions otherwise funded by, MMC. C. As applicable, costs and expenditures must be allowable in accordance with OMB Circular A-87, Cosf principles for state, local and lndian Tribal Governmenfs. Grant funds are subject to the Single Audit Act Amendments of 1996 and the OMB Circular, A-133, Audits of sfafes, Iocal governments and non-profit organizations. -4- D. MMC shall allow access to Agency, CALEMA and any of their representatives for any onsite assessments. E. MMC shall not lobby for, promote, or advocate for the legalization or regulation of prostitution as a legitimate form of work. F. By signing this MOU, MMC certifies under penalty of perjury under the laws of the State of California that (i) Grant funds shall not be used for the purpose of lobbying, as required by Section 1352, Title 31 of the U.S. Code, and implemented as 28 CFR Part 69; (ii) MMC will adhere to Federal Executive Order 12549, Debarment and Suspension; and (iii) neither MMC, nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the MOU by any Federal department or agency. MMC shall complete and submit to Agency all applicable forms required by the Grant. G. Drug-Free Workplace Certification: MMC shall comply with the Drug-Free Workplace Act of 1990 ("the Act"), California Government Code Sections 8350-8357, the Federal Drug- Free Workplace Act of 1988 (41 USC 701), and the requirements of Federal law as implemented in 28 CFR Part 67, Subpart F, Sections 615 and 620. MMC shall notify their employees that they are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession or use of controlled substances. By signing the signature page of the MOU, MMC certifies under penalty of perjury under the laws of the State of California compliance with Government Code Secfion 8355 in matters relating to providing a drug-free workplace, and that MMC will: (a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Secfion 8355(a). (b) Establish a Drug-Free Awareness Program as required by Government Code Secfion 8355(b), to inform employees about all of the following: (i) The dangers of drug abuse in the workplace, (ii) The person's or organization's policy of maintaining a drug-free workplace,(iii) Any available counseling, rehabilitation and employee assistance programs, and (iv) Penalties that may be imposed upon violations. (c) Provide as required by Government Code employee who works on the proposed MOU: (i) Will receive a copy of the company's drug-free policy statement, and (ii) Will agree to abide by the terms of the company's statement as a condition of employment on the MOU. H. Copyrights, Rights in Data, and Patents: All activities of MMC under the MOU are considered "work made for hire" as defined underTitle 17 USC Section 101, and shall include but is not limited to, publications, original computer programs, writings, sound recordings, pictorial reproductions, drawings or other geographical representations and works of any similar nature. With regard to any "work made for hire," CaIEMA owns all rights comprised in the copyright, and therefore CaIEMA reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish, and use such materials, in whole or in part, and to authorize others to do so. lf any discovery or invention arises or is developed in the course of, or as a result of, work performed, in whole or in part, under the MOU, the MMC must refer the discovery or invention to CalEMA. Determination of rights to inventions or discoveries shall be made by CalEMA, or its employees for drug abuse Secfion 8355(c), that every -5- duly authorized representative, who shall have the sole and exclusive power to determine whether or not and where a patent application should be filed, and to determine the disposition of all rights to such inventions or discoveries, including title to and license rights under any patent application or patent which may be issued. ln all cases, CaIEMA shall acquire at least an irrevocable, nonexclusive, and royalty-free license to practice and have practiced anywhere without limitation, for governmental purposes, any invention made with CaIEMA grant funds. 10. CAPACITY OF AGENCY AND MMC A. ln the furnishing of the services provided for herein, MMC is acting solely as an independent contractor. Neither MMC, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venture, partner or associate of Agency for any purpose. Agency shall have no right to control or supervise or direct the manner or method by which MMC shall perform its work and functions. However, Agency shall retain the right to administer this MOU so as to verify that MMC is performing its obligations in accordance with the terms and conditions thereof. B. This MOU does not evidence a partnership or joint venture between MMC and Agency. MMC shall have no authority to bind Agency absent Agency's express written consent. Except to the extent othenruise provided in this MOU, MMC shall bear its own costs and expenses in pursuit thereof. C. Because of its status as an independent contractor, MMC and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to Agency employees. MMC shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. ln addition, together with its other obligations under this MOU, MMC shall be solely responsible, indemnify, defend and save Agency harmless from all matters relating to employment and tax withholding for and payment of MMC's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in Agency employment benefits, entitlements, programs and/or funds offered employees of Agency whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. lt is acknowledged that during the term of this MOU, MMC may be providing services to others unrelated to Agency or to this MOU. 11. INSURANCE A. Throughout the life of this MOU, MMC shall pay for and maintain in full force and effect all policies of insurance required hereunder with an insurance company(ies) either (i) admitted by the California lnsurance Commissioner to do business in the State of California and rated not less than "A- Vl" in Best's lnsurance Rating Guide, or (ii) authorized by Agency's Risk Manager. The following policies of insurance are required: (i) COMMERCIAL GENERAL LIABILITY insurance which shall be at least as broad as lnsurance Services Office (lSO) form CG 00 01 and shall include insurance for "bodily injury", "property damage" and "personal and advertising injury", including premises and operation, products and completed operations and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of 6 liability of not less than $1,000,000 per occurrence and 92,000,000 general aggregate for bodily injury and property damage, $1,000,000 per occurrence for personal and advertising injury and 92,000,000 aggregate for products and completed operations. (ii) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at least as broad as the most current version of lnsurance Services Office (lSO) form CA 00 01 and shall include coverage for "any auto" with limits of liability of not less than $1,000,000 per accident for bodily injury and property damage. (iii) PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS) insurance with limits of liability of not less than $1,000,000 per claim/occurrence and $2,000,000 aggregate. (iv) WORKERS' COMPENSATION insurance as required under the California Labor Code. (v) EMPLOYERS' LIABILITY insurance with minimum limits of $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000 disease each employee. B. Defense costs shall be provided as an additional benefit and not included within the above limits of liability. MMC shall be responsible for payment of any deductibles contained in any insurance policies required hereunder and MMC shall also be responsible for payment of any self-insured retentions. C. The above described policies of insurance shall be endorsed to provide an unrestricted 30 calendar day written notice in favor of Agency of policy cancellation of coverage, except for the Workers' Compensation policy which shall provide a 10 calendar day written notice of such cancellation of coverage. ln the event any policies are due to expire during the term of this Agreement, MMC shall provide a new certificate evidencing renewal of such policy not less than 15 calendar days priorto the expiration date of the expiring policy(ies). Upon issuance by the insurer, broker, or agent of a notice of cancellation in coverage, MMC shall file with Agency a new certificate and all applicable endorsements for such policy(ies). D. The General Liability and Automobile Liability insurance policies shall be written on an occurrence form and shall name Agency, its officers, officials, agents, employees and volunteers as an additional insured. Such policy(ies) of insurance shall be endorsed so MMC's insurance shall be primary and no contribution shall be required of Agency. Any Workers' Compensation insurance policy shall contain a waiver of subrogation as to Agency, its officers, officials, agents, employees and volunteers. E. ln the event claims made forms are used for any Professional Liability coverage, (i) the retroactive date must be shown, and must be before the effective date of the MOU or the commencement of services by MMC; (ii) insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of the services, or the expiration or termination of the MOU, whichever first occurs; (iii) if coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the MOU, or services commencement date, MMC must purchase extended reporting period coverage for a minimum of 5 years after completion of the services, or 7 expiration or termination of the MOU, whichever first occurs; (iv) a copy of the claims reporting requirements must be submitted to Agency for review; and (v) these requirements shall survive expiration or termination of the MOU. F. MMC shall have furnished Agency with the certificate(s) and applicable endorsements for ALL required insurance prior to Agency's execution of the MOU. MMC shall furnish Agency with copies of the actual policies upon the request of Agency's Risk Manager and this requirement shall survive termination or expiration of this MOU. G. lf at any time during the life of the MOU or any extension, MMC fails to maintain the required insurance in full force and effect, all work under this MOU shall be discontinued immediately, and all payments due or that become due to MMC shall be withheld until notice is received by Agency that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to Agency. Any failure to maintain the required insurance shall be sufficient cause for Agency to terminate this MOU. H. The fact that insurance is obtained by MMC shall not be deemed to release or diminish the liability of MMC, including, without limitation, liability under the indemnity provisions of this MOU. The duty to indemnify Agency shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by MMC. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of MMC, its principals, officers, agents, employees, persons under the supervision of MMC, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. l. Upon request of Agency, MMG shall immediately furnish Agency with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the undenruriter to be a true and correct copy of the original policy. This requirement shall survive termination or expiration of this MOU. J. lf MMC should subcontract all or any portion of the services to be performed under this MOU, MMC shall require each subcontractor to provide insurance protection in favor of Agency, its officers, officials, employees, agents and volunteers in accordance with the terms of each of the preceding paragraphs, except that the subcontractors' certificates and endorsements shall be on file with MMC and Agency prior to the commencement of any work by the subcontractor. 12. INDEMNIFICATION A. To the furthest extent allowed by law, MMC shall indemnify, hold harmless and defend Agency and 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 Agency, MMC 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 out of performance of this MOU. MMC's obligations under the preceding sentence shall apply regardless of whether Agency or any of its officers, officials, employees, agents or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of Agency or any of its officers, officials, employees, agents or volunteers. 8 B. lf MMC should subcontract all or any portion of the work to be performed under this MOU, MMC shall require each subcontractor to indemnify, hold harmless and defend Agency and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. C. This section shall survive termination or expiration of this MOU. 13. ATÏORNEY'S FEES lf either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this MOU, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. 14. PRECEDENCE OF DOCUMENTS ln the event of any conflict between the body of this MOU and any exhibit hereto, the terms and conditions of the body of this MOU shall control and take precedence over terms and conditions expressed within the exhibit. Furthermore, any terms or conditions contained within any exhibit hereto which purport to modify the allocation of risk between the parties, provided for within the body of this MOU, shall be null and void. 15. NOTICES Any notice required or intended to be given to either party under the terms of this MOU shall be in writing and shall be deemed to be duly given if delivered personally or deposited into the United States mail, return receipt requested, with postage prepaid, addressed to the party to which notice is to be given at the party's address set forth in Section 1 of this MOU or at such other address as the parties may from time to time designate by written notice. 16. BINDING Subject to Section 17 below, once this MOU is signed by the parties, it shall be binding upon, and shall inure to the benefit of, the parties, and each party's respective heirs, successors, assigns, transferees, agents, servants, employees and representatives. 17. ASSIGNMENT There shall be no assignment by either party of its rights or obligations under this MOU 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. 18. WAIVER The waiver by either party of a breach by the other of any provision of this MOU shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this MOU. No provision of this MOU may be waived unless in writing and approved by and signed by all parties to this MOU. Waiver of any one provision herein shall not be deemed to be a waiver of any provision herein. 9 19. GOVERNING LAW AND VENUE This MOU shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this MOU and any rights and duties hereunder shall be Fresno County, California. 20. HEADINGS The section headings in this MOU are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this MOU. 21. SEVERABILITY The provisions of this MOU are severable. The invalidity or unenforceability of any one provision in the MOU shall not affect the other provisions. 22. INTERPRETATION The parties acknowledge that this MOU in its final form is the result of the combined efforts of the parties and that, should any provision of this MOU be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this MOU in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning. 23. CUMULATIVE REMEDIES No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 24. NO THIRD PARTY BENEFICIARIES The rights, interests, duties and obligations defined within this MOU are intended for the specific parties hereto as identified in the preamble of this MOU. Notwithstanding anything stated to the contrary in this MOU, it is not intended that any rights or interests in this MOU benefit or flow to the interest of any third parties. 25. NONDISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY A. To the extent required by controlling federal, state and local law, MMC shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect 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. MMC shall carry out applicable requirements of 49 CFR part 26 in the award and administration of contracts hereunder. Failure by MMC to carry out these requirements is a material breach of this MOU, which may result in the termination of this MOU or such other remedy or sanction as may be available. MMC will include this paragraph in each of its subcontracts and require the same of its subcontractors. -10- B. lt is the public policy of the State of California to promote equal employment opportunity by prohibiting discrimination or harassment in employment because of race, religious creed, color, national origin, ancestry, age (over 40), mental and physical disability (including HIV and AIDS), medical condition (cancer and genetic characteristics), marital status, sex (including sexual harassment), sexual orientation (heterosexuality, homosexuality, and bisexuality), pregnancy (childbirth, or related medical conditions), political affiliation/opinion, Veteran's status or request for family medical leave. MMC will not discriminate in the delivery of services or benefits based on the previously identified situations. MMC shall comply with Executive Order 11246 as amended by Executive Order 11375 and supplemented at 41 CFR 60. C. MMC will include this section in each of its subcontracts and require the same of its subcontractors. 26. ENTIRE AGREEMENT It is mutually understood and agreed that the forgoing constitutes the entire agreement between the parties. Any modifications or amendments to this MOU must be in writing signed by an authorized agent of each party. This MOU is subT'ecf to receipt of Grant funds and ratification by the Council of the City of Fresno. lN WITNESS THEREOF, the parties have executed this MOU at Fresno, California on the day and year first above written. CITY OF FRESNO, a California municipal corporation Pam Kallsen, Executive Director TAXPAYER FEDERAL I.D. # 94-1156639 ATTEST: Yvonne Spence, CMC City Clerk, City of Fresno APPROVED AS TO FORM: Fra¡or*t. tA. l(e,'a¿- ûI¿r¡¡, City Attorney, City of Fresno !: MARJAREE MASON CENTER, INC., of Fresno Police Department t>ln¡,- -11-