Agmt15 RWC 2020 MOU Linking Imigrants to Benefits Resources and Education (LIBRE)

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B. Limitation on Use of Funds. The CITY will use the funds provided under this MOU exclusively for the purposes set out in Section III. The CITY wiil not use the funds or any income earned from investment of the funds to influence any election or to engage in any activity that is prohibited by Internal Revenue Code Section 501(c)(3) or to support any person or organization engaged in terrorist activity. C. Modifications. This MOU describes LIBRE's and the CITY's entire agreement and supersedes all prior or contemporaneous written and o�al agreements and communications between LASSMC and the CITY. This MOU may be modified by a written amendment signed by both LASSMC and the CITY. D. Confidentiality. LIBRE and the CITY will use the other's Confidentia) Information (defined belowJ only in connection with its activities under the MOU and will keep it confidential, using at least the same degree of care as the receiving party uses to prevent the unauthorized use or disclosure of its own confidential information, except to the extent disclosure is required pursuant to local, state or federal law. "Confidential Information" means information �egarding one party and furnished to the other party that is marked or otherwise identified as "confidential" when it is disclosed. It does not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (ii)was known by the receiving party prior to its being furnished to the receiving party by or on behalf of the disclosing party; (iii) is or becomes available to the receiving party on a non- confidential basis from a source other than the disclosing party; or (iv) is independently developed by the receiving party. All Confidential Information furnished under this MOU is and will remain the property of the disclosing party. E. Compliance. LIBRE and the CITY will comply with all laws, ordinances, rules, and regulations of any government or administrative agency that relate to its activities under this MOU. LASSMC and the CITY will comply with provisions of the Internal Revenue Code and regulations applicable to each organization as tax-exempt organizations. Each will notify the other of any change in its tax-exempt status. F. Resolving Problems. If there are any problems during the term of this MOU, LASSMC and the CITY will seek to resolve them through discussion including, as appropriate, interaction between senior leaders of each organization. Either party may terminate this MOU as provided in Section VIII. G. Dispute Resolution; Governing Law. LASSMC and the CITY will seek to resolve disputes arising out or relating to this Agreement through discussion. If that is not successful, LASSMC and the CITY will resolve the dispute through binding arbitration in California. This arbitration will be conducted under the Commercial Dispute Resolution Procedures of the American Arbitration Association and under California law. The arbitrator will have discretion to permit discovery and award reasonable expenses, including atto�neys' fees, to the prevailing party. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction. This MOU is governed by California law. REV:02-18-15 MLG Page 3 of 4 ATTY/AGR.2015.032/Legal Aid Society of San Mateo County