Agmt18 Legal Aid Society of SM CO - LIBRE

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by Internal Revenue Code Section 501(c)(3) or to support any person or organization engaged in terrorist activity. C. Modifications. This MOU describes LASSMC's and the CITY's entire agreement and supersedes all prior or contemporaneous written and oral 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. LASSMC and the CITY will use the others Confidential Information (defined below) 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. "Confidential Information" means information regarding 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, LASSMC, and the CITY will comply with all laws, ordinances, rules, and regulations of any government or administrative agency that relate to its activities in respect of the Project. 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 project, 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 attempt to resolve the dispute through non-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 attorneys' fees, to the prevailing party. Subsequent to arbitration, any action at law or in equity brought by either LASSMC and the City for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and LASSMC and the City waive all provisions of law providing for a change of venue in these proceedings to any other county. This MOU is governed by California law. VI. COMPENSATION LIBRE will pay the CITY $26,000 for the services set forth above. Payment of $26,000 shall be made upon receipt of this MOU by the Legal Aid Society of San Mateo County on behalf of LIBRE fully executed by the CITY and the Executive Director of Legal Aid Society of San Mateo County on behalf of LIBRE. Page 3 of 4 ATTY/AGR/2018.071/LEGAL AID SOCIETY OF SAN MATEO COUNTY LIBRE PROJECT REV: 04-02-1815