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HomeMy WebLinkAboutFCEOC - Tattoo Removal Program - 2018 /0///// s MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (MOU), effective as of January 1, 2018, as provided hereunder, is entered into by and between the CITY OF FRESNO, a California municipal corporation (Agency), and Fresno County Economic Opportunities Commission a California nonprofit organization (FRESNO EOC). RECITALS WHEREAS, Agency Tattoo Removal Program (TRP) is intended to assist qualified Violence Intervention & Community Services (VICS) participants who would benefit from the removal of tattoos, determined to be an obstacle to employment, career development education and successful transition to a healthy productive lifestyle; and WHEREAS, the Program is intended to enhance the specialized unit which responds to the changing needs of the community by providing high-quality engagement and service to the diverse population of Fresno. The department takes a leadership role to enhance safety, trust and quality of life, through this specialized unit collaborative efforts to minimize violence within our community and to provide support for our youth and families through these partnerships; and WHEREAS, Agency intends through its Police Department (FPD) to work in partnership with FRESNO EOC for the purpose of providing a tattoo removal program to assist qualified participants (Participants) of the City's Violence Intervention and Community Services program; and WHEREAS, Agency and FRESNO EOC 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: AGENCY: Fresno Police Department Fresno County Economic Violence Intervention & Community Services Opportunities Commission Maggie Navarro, Community Coordinator Brian Angus, Chief Executive Officer 2323 Mariposa Mall 1920 Mariposa Mall, Suite 300 Fresno, CA. 93721 Fresno, CA. 93721 2. ROLES AND RESPONSIBILITIES. A. Agency, subject to all applicable constitutional and local law requirements, shall act as the lead agency in coordinating the activities of the TRP to effectively target qualified participants who would benefit from tattoo removal. 1 1. Will provide and remain the sole owner of the Medlite C-6 Laser System and cooling equipment; 2. Provide training as needed on gang cultures and trends; 3. Will provide technical assistance for the project as needed; 4. Will refer VIC's enrolled participants to the Tattoo Removal Program (TRP) for tattoo removal services; 5. Will be responsible for conducting participant TRP intake/enrollment to include detailed; information of the VICS program requirements for TRP services, explanation of the laser removal procedure, photographing and preparation of paper and electronic copies of all tattoos authorized to be removed, and coordinating the agreement and TRP forms with FRESNO EOC within one week of initial scheduled appointment for tattoo removal; 6. Will prepare patient treatment scheduling and follow-up consultation of Participants to ensure optimal service provision; 7. Will meet quarterly or as often needed with FRESNO EOC staff on service coordination, problem solving/resolutions, information sharing and monitor laser services performed. 8. Will retain the discretion to terminate tattoo removal services for any Participant due to non-compliance by Participant or FRESNO EOC; and 9. Will track all participants referred and participating in TRP. B. FRESNO EOC will have direct oversight of the Health Services Tattoo Removal Clinic strategy development and implementation. FRESNO EOC will: 1. Work with VICS enrolled participants and identify target population that would benefit from the program; 2. Provide training to staff group facilitators and other areas as needed; 3. Meet with project staff regarding project tasks, measurements and outcome indicators; 4. Maintain a record of all activities a daily time sheet or activity report and in accordance with program guidelines and any future grant funding reporting requirements; 5. Utilize the TRP equipment during the term of the MOU to provide tattoo removal services to Participants referred by City at no cost, pending the identification or securing of a grant or other revenue stream. If no grant or revenue stream has been identified at the end of the fiscal year, staff from FRESNO EOC and Agency shall meet to determine the viability of continuing the program. 6. Refer any persons known to FRESNO EOC as appropriate candidates for tattoo removal under the TRP to the VICS program for 2 consideration of tattoo removal services. FRESNO EOC may use the Equipment to provide tattoo removal services for any person determined by FPD to be a qualified and eligible VICS program participant and referred by FPD to TRP and FRESNO EOC for such services; 7. In consideration for providing tattoo removal services to eligible participants referred by FPD, at no cost, FRESNO EOC may use the Medlite c-6 laser system equipment and laser cooling machine to provide additional assorted laser treatment services for FRESNO EOC participants when city participants are not scheduled; 8. FRESNO EOC will schedule a minimum of one day per week to accommodate City referrals and coordinate the schedule with FPD designated staff. FRESNO EOC shall prepare patient treatment plans which shall include consultation and tattoo removal treatment of Participants to ensure optimal service provision and utilization of the Equipment during the City designated time period. FRESNO EOC will make a good faith effort to accommodate any participant unable to attend during the daytime schedule; 9. Perform tattoo removal services at a certified medical facility according to recommended American National Standards Institute (ANSI) and Safe Use of Lasers safety standards. FRESNO EOC will ensure Equipment is kept in a locked, secure room when not in use and used properly manufacturer's regulations. Any damages incurred by misuse negligence will be at the sole cost of FRESNO EOC; 10. Provide supervising physician to provide oversight to the TRP tattoo removal services. Only trained and licensed individuals will be authorized to operate the Equipment, and 11. Ensure the certified medical facility, the attending physician, and those individuals who operate the equipment to maintain medical malpractice insurance throughout the life of this agreement. 12. FRESNO EOC staff will coordinate directly with Agency VICS to discuss strategies, timetables, and implementation of services to meet goals and objectives of the program and any future secured revenue. 3. EQUIPMENT LICENSE, MAINTENANCE, AND RETURN. FPD grants FRESNO EOC a license to use the Equipment "AS IS" at its certified medical facility for the purpose of providing TRP tattoo removal services and additional laser treatments services for FRESNO EOC participants when city participants are not scheduled in accordance with the terms and conditions of this MOU. FRESNO EOC is responsible for maintenance and repair of the Equipment in accordance with respective manufacturer's warranty or instructions. Upon termination or expiration of this MOU, FRESNO EOC shall return the Equipment to FPD in the same condition as originally received except for normal wear and tear. 3 4. REIMBURSEMENT FOR PROGRAM ACTIVITIES. A. For the aforementioned services, Agency agrees to perform tattoo removal services at no cost, pending the identification or securing of a grant or other revenue stream. If no grant or revenue stream has been identified at the end of the fiscal year, staff from FRESNO EOC and Agency shall meet to determine the viability of continuing the program. Upon securing of a grant or other revenue Agency agrees to reimburse FRESNO EOC solely from allocated and available Program Grant funds for eligible costs incurred by FRESNO EOC in pursuit hereof, in an amount determined by secured grant funding or revenue secured in accordance with the Program budget and within the performance period of secured Grant Program and period of this MOU B. Any future applications and award of funds for future 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. If EOC 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. 5. MOU EFFECTIVENESS, TERM, AND TERMINATION. A. The effectiveness of this MOU is for two years. Commencing January 1, 2018 and ending December 31, 2019, and MOU reviewed annually; contingent upon Agency receiving future Grant awards and or revenue resources. The two participating agencies signing this MOU shall be committed to the Program for the entire funding cycle of any and all future grants and revenue resources. FRESNO EOC acknowledges and agrees that continued funding is dependent upon satisfactory performance by FRESNO EOC and availability of Federal, State and private funding. B. Notwithstanding the foregoing, this MOU shall automatically be suspended or terminated upon Agency's written notice thereof to FRESNO EOC 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) FRESNO EOC's illegal or improper use of funds, (iv) FRESNO EOC's failure to comply with any term of this MOU, (v) FRESNO EOC's submittal of any substantially incorrect or incomplete itemized invoice required for reimbursement, (vi) FRESNO EOC's failure to comply with grant guidelines in the BSCC Recipient Handbook, or (vii) FRESNO EOC's failure to comply with any applicable provisions of the Grant. 6. TARGET POPULATION. Services provided under this Program shall be directed to Participants residing in the City of Fresno who would benefit from removal of visible tattoos, determined to be an obstacle to employment, career development, education, and successful transition to a healthy and productive lifestyle. Inclusive in this program are also participants that are identified as human trafficking victims and or survivors of branding violence; Victims who were tattooed without their 4 consent for the purpose of branding by their traffickers. These markings are associated as a form of control and ownership, usually in the form of pimps' initials, his name, the victim's street name, gang member symbols, or a combination of any of these. 7. RESOURCES. A. FPD will provide: • Violence Intervention and Community Services staff to provide oversight and resources to FRESNO EOC relating to this Program and serve as a liaison to current and future funders for programmatic and budgetary issues; • Provide case management of all participants treatment appointments and log of community service hours; • Provide needs assessments to determine referrals, suitability screening/interviews, enrollment, background checks and program placement, and ■ Use of the program Equipment. B. FRESNO EOC will provide: ■ One (1) Medical Director to provide oversight, ■ Medical Laser Training; ■ Laser treatment and tattoo removal of referred participants; • A certified medical facility 8. RECORDKEEPING AND PERFORMANCE DATA. A. FRESNO EOC shall keep proper records of, and submit to the Agency each quarter, the following data. FRESNO EOC shall monitor all procedures so that all records relating to the TRP will be handled and safeguarded according to the privacy provisions of the Health insurance Portability and Accountability Act (45 U.S.C. Section 1171 el seq.) and the regulations promulgated thereunder (hereafter collectively referred to as "HIPAX) for all medical records and in conformity with the laws of the State of California relating to the confidentiality of health information. B. FRESNO EOC shall document all services provided to Participants and maintain individual Participant's service records and case files in a secure location with access limited to appropriate staff to ensure that confidentiality and safety is maintained and protected. FRESNO EOC shall ensure compliance with HIPAA requirements. C. FRESNO EOC shall provide any monthly and quarterly reports, and any certifications as required by Agency. D. In the event of termination, the non-confidential reports_ prepared by FRESNO EOC shall be immediately turned over to the Agency by FRESNO EOC. 9. FINANCIAL REPORTING, AUDITING AND DOCUMENT RETENTION. A. Pending the identification or securing of a grant or other revenue stream, FRESNO EOC shall submit a monthly or quarterly invoice to FPD for the eligible expenses incurred for Program. Billing documentation shall include the following: • A breakdown of expenditures by cost category; 5 • supporting documentation of all costs including payroll registers, general ledgers and checks as requested by Agency; and ■ Time sheet documentation for grant funded staff position. B. FRESNO EOC shall maintain accurate, complete, orderly, and separate records for the Program and funding separately from all other funds, including any funds awarded for the same or similar purposes or programs. FRESNO EOC agrees that all personnel performing activities hereunder shall maintain separate timesheets to document hours worked for activities related to program and future funding in this MOU. Records of FRESNO EOC expenses pertaining to the Program shall be kept on a generally recognized accounting basis. C. All records shall be available to Agency and any of their authorized representatives upon request during regular business hours throughout the life of this MOU and for a period of two years or, if longer, for any period required by law or secured Grant. In addition, all books, documents, papers, and records of FRESNO EOC 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. FRESNO EOC also understands and agrees that Agency, or funding sources are authorized to interview any officer or employee of FRESNO EOC regarding transactions related to this MOU. 9. COMPLIANCE WITH GOVERNING LAW AND GRANT AGREEMENT. A. FRESNO EOC 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. FRESNO EOC agrees to comply with all applicable provisions thereof (including, without limitation, the Program Guidelines and funders Handbook), and cooperate with Agency in meeting the requirements thereunder. B. The services provided by FRESNO EOC under this MOU are over and above FRESNO EOC's budgeted positions. The parties agree that any future Grant funds shall not be used to replace funds of, or positions otherwise funded by, FRESNO EOC. C. As applicable, costs and expenditures must be allowable in accordance with OMB Circular A-87, Cost principles for state, local and Indian Tribal Governments. Grant funds are subject to the Single Audit Act Amendments of 1996 and the OMB Circular, A-133, Audits of states, local governments, and non-profit organizations. D. FRESNO EOC shall allow access to Agency and any of their representatives for any onsite assessments. E. By signing this MOU, FRESNO EOC 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) FRESNO EOC will adhere to Federal Executive 6 Order 12549, Debarment and Suspension; and (iii) neither FRESNO EOC, 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. FRESNO EOC shall complete and submit to Agency all applicable forms required by the Grant Agreement. F. Drug-Free Workplace Certification: FRESNO EOC 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. FRESNO EOC 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, FRESNO EOC certifies under penalty of perjury under the laws of the State of California compliance with California Government Code Section 8355 in matters relating to providing a drug- free workplace, and that FRESNO EOC 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 Section 8355(a). (b) Establish a Drug-Free Awareness Program as required by Government Code Section 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 employees for drug abuse violations. (c) Provide as required by Government Code Section 8355(c), that every 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. G. Copyrights, Rights in Data, and Patents: All activities of FRESNO EOC under the MOU are considered "work made for hire" as defined under Title 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. 10. CAPACITY OF AGENCY AND FRESNO EOC. A. In the furnishing of the services provided for herein, FRESNO EOC is acting solely as an independent contractor. Neither FRESNO EOC, nor any of its 7 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 FRESNO EOC shall perform its work and functions. However, Agency shall retain the right to administer this MOU so as to verify that FRESNO EOC is performing its obligations in accordance with the terms and conditions thereof. B. This MOU does not evidence a partnership or joint venture between FRESNO EOC and Agency. FRESNO EOC shall have no authority to bind Agency absent Agency's express written consent. Except to the extent otherwise provided in this MOU, FRESNO EOC shall bear its own costs and expenses in pursuit thereof. C. Because of its status as an independent contractor, FRESNO EOC and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to Agency employees. FRESNO EOC 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. In addition, together with its other obligations under this MOU, FRESNO EOC shall be solely responsible, indemnify, defend and save Agency harmless from all matters relating to employment and tax withholding for and payment of FRESNO EOC'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. It is acknowledged that during the term of this MOU, FRESNO EOC may be providing services to others unrelated to Agency or to this MOU. 11. INSURANCE. A. Throughout the life of this MOU, FRESNO EOC 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 Insurance Commissioner to do business in the State of California and rated not less than "A- VI" in Best's Insurance 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 Insurance Services Office (ISO) 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 liability of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage, $1,000,000 per occurrence for personal and advertising injury and $2,000,000 aggregate for products and completed operations. (ii) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at least as broad as the most current version of Insurance services Office (ISO) 8 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 that includes Medical Malpractice 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. FC EOC shall be responsible for payment of any deductibles contained in any insurance policies required hereunder and FRESNO EOC 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. In the event any policies are due to expire during the term of this Agreement, FRESNO EOC shall provide a new certificate evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring policy(ies). Upon issuance by the insurer, broker, or agent of a notice of cancellation in coverage, FRESNO EOC 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 City of Fresno, its officers, officials, agents, employees, and volunteers as an additional insured. Such policy (ies) of insurance shall be endorsed so FC EOC's insurance shall be primary and non- contributory such that no contribution shall be required of Agency. Any Workers' Compensation insurance policy shall contain a waiver of subrogation as to City of Fresno, its officers, officials, agents, employees, and volunteers. E. In 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 FRESNO EOC; (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, FRESNO EOC must purchase extended reporting period coverage for a minimum of 5 years after completion of the services, or 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. FRESNO EOC shall have furnished Agency with the certificate(s) and applicable endorsements for ALL required insurance prior to Agency's execution of the 9 MOU. FRESNO EOC 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. If at any time during the life of the MOU or any extension, FRESNO EOC 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 FRESNO EOC 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 FRESNO EOC shall not be deemed to release or diminish the liability of FRESNO EOC, 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 FRESNO EOC. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of FRESNO EOC, its principals, officers, agents, employees, persons under the supervision of FRESNO EOC, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. Upon request of Agency, FRESNO EOC 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 underwriter to be a true and correct copy of the original policy. This requirement shall survive termination or expiration of this MOU. J. If FRESNO EOC should subcontract all or any portion of the services to be performed under this MOU, FRESNO EOC 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 FRESNO EOC and Agency prior to the commencement of any work by the subcontractor. 12. INDEMNIFICATION. To the furthest extent allowed by law, FRESNO EOC 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, FRESNO EOC 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. FRESNO EOC'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 10 caused by the willful misconduct, of Agency or any of its officers, officials, employees, agents or volunteers. If FRESNO EOC should subcontract all or any portion of the work to be performed under this MOU, FRESNO EOC 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. This section shall survive termination or expiration of this MOU. 13. ATTORNEY'S FEES AND LEGAL EXPENSES. If 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. In 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. 11 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, FRESNO EOC 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. FRESNO EOC shall carry out applicable requirements of 49 CFR part 26 in the award and administration of contracts hereunder. Failure by FRESNO EOC 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. B. It 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 12 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. FRESNO EOC will not discriminate in the delivery of services or benefits based on the previously identified situations. FRESNO EOC shall comply with Executive Order 11246 as amended by Executive Order 11375 and supplemented at 41 CFR 60. C. FRESNO EOC 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 subject to receipt of Grant funds and ratification by the Council of the City of Fresno. [Signatures follow on the next page.] 13 IN WITNESS THEREOF, the parties have executed this MOU at Fresno, California on the day and year first above written. CITY OF FRESNO, FRESNO COUNTY ECONOMIC A California municipal corporation OPPORTUNITIES COMMISSION, a California non-profit organization BY: BY: J y Q er, Ch' of Police City f Fresno Police Department Brian Angus, Chi cutive Officer ATTEST: TAXPAYER FEDERAL I.D. #94-1606519 Yvonne Spence, CRM MMC City Clerk, City of Fresno BY: �ojz9 j�8 Date Deputy APPROVED AS TO FORM: Douglas T. Sloan City Attorney, City of Fresno BY: oh a trup Date Deputy Addresses: CITY: FOC: Fresno Police Department Fresno Economic Opportunities Attention: Jerry Dyer Commission Chief of Police Attention: Brian Angus, 2323 Mariposa Mall Chief Executive Officer Fresno, CA 93721 1920 Mariposa Mall, Suite 300 Fresno, CA 93721 14