2023/02/01 Menifee Valley Community Cupboard MOU Menifee Valley Community Cupboard2905/031858-0001
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MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING (“MOU”) is made and effective on
February 1, 2023 (“Effective Date”) by and between the CITY OF MENIFEE, a California
municipal corporation, (“City”) and Menifee Valley Community Cupboard, a food recovery
agency (“MVCC”). City and MVCC may sometimes herein be referred to individually as a “Party”
and collectively as the “Parties.”
Section 1. Term and Termination
A. Term. The term of this MOU shall begin on execution date and shall end on April
01, 2025 unless the term of this MOU is otherwise terminated or extended as
provided in this MOU.
B. Termination. Either Party may terminate this MOU upon ninety (90) days’ written
notice to the other Party. Upon termination each Party shall deliver to the other
Party all documents and materials, if any, prepared for that other Party up to the
date of termination.
Section 2. Rights and Obligations of the Parties
A. Special Provisions. The Parties may agree to additional, supplementary, or
modified terms and conditions to those contained in the body of this MOU which
shall be set forth in Exhibit A attached hereto and incorporated herein by this
reference. In the event of a conflict between Exhibit A and the body of this MOU,
Exhibit A shall control.
B. Rights and Obligations. The rights and obligations of the Parties are set forth in
Exhibit B attached hereto and incorporated herein by this reference. Each Party
shall dedicate the time to performance of its obligations as may be reasonably
necessary to perform such obligations to the standards observed by a competent
practitioner in the geographic area where that Party is located, and to the reasonable
satisfaction of the other Party.
C. Cooperation and Noninterference. The Parties shall use best efforts to cooperate to
accomplish the purposes of this MOU. Neither Party shall unreasonably interfere
with the other Party’s rights or obligations under this MOU. To the extent the rights
and obligations hereunder involve performance of a specific or specialized activity
or program, neither Party shall conduct competitive activities or programs at a time,
in a location, or in a manner which may reasonably be expected to discourage
participation in or otherwise detract from the activity or program conducted
pursuant to the rights and obligations of the other Party.
D. Personnel. If the rights and obligations hereunder involve the provision of
personnel from one Party to another Party, the providing Party shall reasonably
cooperate with requests from the other Party to reassign or replace such personnel
as the same may be requested in that Party’s discretion.
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E. Materials and Equipment. Except as otherwise stated in this MOU or in any exhibit
hereto, each Party shall provide all materials, facilities, and equipment for that
Party’s performance hereunder, at that Party’s sole cost and expense.
F. Access to Facilities. Where the rights and obligations hereunder include one
Party’s use of or entry into any facility, real property, or other building granted by
the other Party such right of use or entry shall be subject to and conditioned on the
terms of this MOU only. Unless otherwise stated, the rights of use or access granted
pursuant to this MOU shall apply to the officers, employees, subcontractors, agents,
and volunteers of the applicable Party provided that such persons shall be subject
to the terms and conditions of this MOU. If MVCC enters City property or meets
in person with City employees during the performance of this MOU, MVCC shall
comply with all applicable regulatory and City security and safety procedures,
protocols, and practices. If City enters MVCC property or meets in person with
MVCC employees during the performance of this MOU, City shall comply with all
applicable security and safety procedures, protocols, and practices, if any, included
in Exhibit B.
G. Compliance with Law. Each Party shall, at its sole expense, comply with all local,
state, and federal laws and regulations applicable to the performance of this MOU,
including obtaining and maintaining any required approval or permit necessary
therefor. Section 4 shall specifically apply to Claims (defined therein) arising from
a Party’s noncompliance with any applicable law, including specifically Section
1781 of the Labor Code, as the same may be amended from time to time, or any
other similar law. Each Party is independently responsible for reviewing and
complying with all applicable laws, including but not limited to the payment or
nonpayment of prevailing wages required under California law.
H. Documents and Records. Any plans, specifications, studies, drawings, estimates,
test data, survey results, models, renderings, materials and other documents or
works of authorship fixed in any tangible medium of expression (collectively
“documents”), in electronic or any other form prepared by one Party for the other
Party pursuant to this MOU shall be the property of the other Party upon
termination or expiration of this MOU. These documents shall be subject to the
reasonable acceptance of the receiving Party. Any documents prepared hereunder
shall not be released to third parties unless mutually agreed by both Parties or
required by law. Each Party shall maintain all documents prepared hereunder for
the period required by law, or for three (3) years from the Effective Date, whichever
is longer. Any documents hereunder shall be made available for inspection, audit,
or copying during regular business hours upon request of the other Party. This
MOU creates a non-exclusive and perpetual license for the receiving Party to copy,
use, modify, reuse, or sublicense any and all copyrights, designs, rights of
reproduction, and other intellectual property embodied in the documents provided
hereunder. The providing Party shall require all subcontractors preparing
documents under this MOU to agree to this provision in writing. The providing
Party represents and warrants that it has the legal right to grant the license required
by this Paragraph. These documents are not necessarily suitable for any future or
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other use, and such future or other use shall be without liability to the providing
Party.
I. Contract Administrators. All matters under this MOU shall be handled for MVCC
by Dawn Smith Executive Director (“MVCC Contract Administrator”), and for
City by Jonathan Nicks, Community Services Director (“City Contract
Administrator”.) Except as specified otherwise in this MOU, all correspondence
shall be directed through the contract administrators established in this Paragraph,
and neither Party shall take direction or orders for the performance of this MOU
from any person other than such contract administrators.
Section 3. Independent Contractor Status
This MOU is by and between two independent entities and is not intended to and shall not be
construed to create the relationship of agent, employee, partnership, joint venture, or association.
Neither Party shall have the authority to make any statements, representations, or commitments of
any kind, or to take any action, which shall be binding on the other Party, without the prior written
consent of such other Party. Neither Party shall be an employee of the other Party. Except as
expressly provided herein, the means by which the Parties perform the rights and obligations set
forth herein is within the exclusive direction and control of the performing Party. Neither Party
shall ever represent that it or any of its officers, employees, or agents is in any manner officers,
officials, employees, or agents of the other Party or have the power to incur any debt, obligation,
or liability whatever against the other Party, or bind the other Party in any manner. Except as
otherwise expressly provided by this MOU, neither Party shall pay salaries, wages, or any
compensation to the other Party for performing the rights and obligations hereunder.
Section 4. Indemnification
Each Party shall indemnify, protect, defend (with counsel acceptable to the Indemnified Party),
and hold harmless the other Party, and any and all of its officers, employees, officials, volunteers,
and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens,
actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise)
charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and
expert fees and expenses of investigation, costs of whatever kind and nature and, if the
indemnifying Party fails to provide a defense for the indemnified Party, the legal costs of counsel
retained by the indemnified Party) and any judgment (collectively, “Claims”), where the same
arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the
performance of this MOU by the indemnifying Party or by any individual or entity for which the
Indemnifying Party is legally liable, including but not limited to officers, agents, employees or
subcontractors of the Indemnifying Party. The provisions of this Section do not apply to Claims
occurring as a result of the indemnified Party’s gross negligence or willful acts or omissions. The
costs of counsel referred to herein shall not exceed the hourly rate paid by the City for legal services
multiplied by the reasonable number of hours spent.
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Section 5. MVCC Insurance
Prior to performing any right or obligation under this MOU, MVCC, at its sole cost and expense,
shall maintain in full force and effect at all times during the term of this MOU insurance as required
by this Section.
A. Comprehensive Liability Insurance. Comprehensive liability insurance, including
protective, completed operations and broad form contractual liability, property
damage, and personal injury coverage, and comprehensive automobile liability
including owned, hired, and non-owned automobile coverage. The limits of such
coverage shall be at a minimum: (1) bodily injury including death, $1,000,000 for
each person and each occurrence and $2,000,000 in the aggregate; and (2) property
damage, $1,000,000 for each occurrence and $2,000,000 in the aggregate. Such
coverage shall include but shall not be limited to, protection against claims arising
from bodily and personal injury, including death resulting therefrom, and damage
to property resulting from the performance of this MOU, including the use of hired,
owned, and non-owned automobiles. Comprehensive general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001. Automobile coverage shall be at least as broad as
Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9.
No endorsement shall be attached limiting the coverage. The insurance shall cover
on an occurrence or an accident basis, and not on a claims-made basis.
B. Equipment and Property Insurance. Insurance on all equipment, property, and
facilities, including fixtures, funded in whole or in part under this MOU to full
replacement cost. The insurance shall include, at a minimum, insurance against
loss or damage beyond the user’s control, theft, fire, vandalism, malicious mischief,
or natural catastrophe.
C. Workers’ Compensation and Employer’s Liability. The minimum limit of
Workers’ Compensation Insurance shall comply with the limits required by
California law. The limit of Employer’s Liability coverage shall be $1,000,000 per
accident, $1,000,000 per disease per employee, and $1,000,000 disease per policy.
D. Quality of Insurance. All insurance required by this Section is to be placed with
insurers with a Bests’ rating of no less than A:VII and admitted in California.
E. Additional Insured. City, including its officers, employees, agents, and authorized
volunteers, shall be named as an additional insured on the aforementioned
insurance policies of MVCC with respect to liability arising out of the MVCC’s
performance of this MOU.
F. Proof of Insurance. MVCC shall furnish the City with certificates of insurance,
additional insured endorsements, or policy language granting the additional insured
status required hereunder and completed certified copies of all policies and
endorsements. The certificate of insurance must specifically reference this MOU,
and must contain the signature of the person authorized to bind coverage on behalf
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of the MVCC. The coverage shall contain no special limitations on the scope of
protection afforded to the additional insured or its officers, employees, agents, or
authorized volunteers. The insurance provided to City as an additional insured must
apply on a primary and non-contributory basis with respect to any insurance or self-
insurance program maintained by City. Additional insured status shall continue for
one (1) year after the expiration or termination of this MOU or completion of full
performance hereunder, whichever is later. A certified endorsement must be
attached to all policies stating that coverage is primary insurance with respect to
City and its officers, officials, employees, and volunteers, and that no insurance or
self-insurance maintained by City shall be called upon to contribute to a loss under
the coverage.
G. Notice of Changes. MVCC shall provide written notice to City within ten (10)
working days if (1) any of the required insurance policies are terminated; (2) the
limits of any of the required policies are reduced, or (3) the deductible or self-
insured retention on any of the required insurance policies is increased.
H. Self-Insured Retentions and Deductible. MVCC shall obtain the written approval
of City for self-insured retentions and deductibles for the insurance required herein.
Changes to the same require the written consent of City, which may be conditioned
on the procurement of a bond guaranteeing the payment of losses and related
investigations, claim administration, and defense expenses that is satisfactory in all
respects to each Party.
I. Subcontractors. If any subcontractor is performing the rights and obligations of
MVCC hereunder, MVCC shall include such subcontractor as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor, subject to all of the requirements in this Section 5.
Section 6. City Insurance
City shall comply with the insurance obligations, if any, included in Exhibit B hereto.
Section 7. Variations to Insurance
Each Party may but is not required to approve in writing a variation to the insurance requirements
in Sections 5 and 6 as-applied to the other Party upon a determination that the coverage, scope,
limits, and forms of insurance set forth above are either not commercially available or that the
approving Party’s interests are otherwise fully protected.
Section 8. Notices
All notices and other communications to be given by either Party must be in writing and may be
effective by personal delivery, overnight courier, or first class or certified mail, return receipt
requested and addressed to the appropriate Party as follows:
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To City: To MVCC:
City of Menifee, Community Services
29995 Evans Rd
Menifee, CA 92586
Attn: Jonathan Nicks, Director
With a Copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
Menifee Valley Community Cupboard
26808 Cherry Hills Blvd
Menifee, CA 92586
Attn: Dawn Smith, Executive Director
Notice shall be deemed received on the date personally delivered or, if mailed, three (3) days after
deposit in the mail. Notice provided by overnight delivery shall be deemed received on the next
business day after delivery by the overnight delivery service. A Party may change its addressee
by written notice to the other party at any time.
Section 9. Remedies and Breach
A. Cure Period. In the event of a default of the terms of this MOU by either Party, the
non-defaulting Party shall give thirty (30) days written notice and opportunity to
cure (the “Cure Period”) to the defaulting Party, and, if the default remains uncured
at the end of the Cure Period, may terminate this MOU and shall have any and all
rights and remedies available at law or in equity to recover for the uncured default.
The Parties may agree in writing to a longer or shorter Cure Period. If a default
cannot reasonably be cured in the Cure Period or presents a substantial risk to the
health and safety of either Party or the public, the non defaulting Party may
immediately terminate this MOU and seek any and all rights and remedies available
at law or in equity.
B. Rights and Remedies Cumulative. The rights and remedies of the Parties are
cumulative and the exercise by either Party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other Party.
Section 10. Subcontract and Assignment
Neither Party may assign or subcontract any portion of this MOU without the prior written consent
of the other Party. Any attempted assignment in violation of this Section shall be void.
Section 11. Survival
All obligations arising prior to the expiration or termination of this MOU and all provisions of this
MOU allocating liability between the Parties shall survive the expiration or termination of this
MOU.
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Section 12. Time
Time is of the essence in this Agreement and for the performance of this MOU.
Section 13. Applicable Law and Venue
This MOU shall be interpreted and enforced under the laws of the State of California. In the event
that either Party brings any action against the other under this MOU, the Parties agree that trial of
such action shall be vested exclusively in Riverside County.
Section 14. Attorneys’ Fees
If any legal action is commenced between the Parties to this MOU, each Party shall bear its own
costs of suit, including attorneys’ fees.
Section 15. Severability
If any term, provision, covenant, or condition of this MOU shall be determined to be invalid, void,
or unenforceable by a court of competent jurisdiction, the remainder of this MOU shall not be
affected to the extent the remaining provisions are not rendered impractical to perform taking into
consideration the purposes of this MOU.
Section 16. Waiver
The waiver by either party of any breach of any term, covenant, or condition herein contained shall
not be deemed to be a waiver of such term, covenant, condition, or any subsequent breach of the
same or any other term, covenant, or condition herein contained.
Section 17. Successors and Assigns
This MOU shall be binding upon and inure to the benefit of the Parties hereto and their respective
heirs, legal representatives, successor, and assigns.
Section 18. Captions
The captions, subtitles, and headings contained in this MOU are for convenience only and shall
not in any way affect the meaning or interpretation hereof or serve as evidence of the interpretation
hereof, or of the intention of the Parties hereto.
Section 19. Entire Agreement, Amendment, and Construction
This MOU including the exhibits is the entire agreement of the Parties and supersedes all prior
negotiations and agreements whether written or oral.
Section 20. Construction
The terms of this MOU shall be construed in accordance with the meaning of the language used
and shall not be construed for or against either Party by reason of the authorship of this MOU or
any other rule of construction which might otherwise apply.
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Section 21. Incorporation of Exhibits
Each exhibit attached hereto is hereby incorporated herein by reference. Except for Section 2 A,
references to this MOU shall include the exhibits.
Section 22. Amendments
This MOU may be amended only by written agreement and no purported oral amendment to this
MOU shall be valid. The City Manager or his or her designee may execute and approve
amendments to this MOU on behalf of the City which in the City Manager’s reasonable discretion
do not substantially modify the terms and conditions of this MOU, provided, however, that the
City Manager may instead require City Council for approval for any proposed amendment.
Section 23. No Third-Party Beneficiaries
There are no intended third-party beneficiaries under this MOU and no such third parties shall
have any rights or obligations hereunder.
Section 24. Nondiscrimination
Each Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that in the performance of this MOU there shall be no discrimination
against or segregation of, any person or group of persons on account of any impermissible
classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual
orientation, national origin, or ancestry
Section 25. Nonliability of Employees
No officer, official, employee, agent, representative, or volunteer of either Party shall be personally
liable to the other Party, or any successor in interest, in the event of any default or breach by the
first Party or for any amount which may become due to the other Party or to its successor, or for
breach of any obligation of the terms of this MOU.
Section 26. No Undue Influence
Each Party declares and warrants that no undue influence or pressure is used against or in concert
with any officer or employee of the other Party in connection with the award, terms or
implementation of this MOU, including any method of coercion, confidential financial
arrangement, or financial inducement. No officer or employee of either Party shall receive
compensation, directly or indirectly, from the other Party, or from any officer, employee, or agent
of said other Party, in connection with this MOU.
Section 27. No Benefit to Arise to Employees
No member, officer, or employee of City, or their designees or agents, and no public official who
exercises authority over or has responsibilities with respect to this MOU during his/her tenure or
for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-
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agreement, or the proceeds thereof, for the rights and obligations performed hereunder. This
Section shall apply to MVCC if MVCC is a public entity.
Section 28. Authority to Execute
The persons executing this MOU on behalf of each of the Parties hereto represent and warrant that
(i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver
this MOU on behalf of said Party, (iii) by so executing this MOU, such Party is formally bound to
the provisions of this MOU, and (iv) that entering into this MOU does not violate any provision
of any other agreement to which said Party is bound
Section 29. Counterparts
This MOU and all amendments and supplements to it may be executed in counterparts, and all
counterparts together shall be construed as one document.
IN WITNESS WHEREOF, the Parties have executed this MOU as the Effective Date.
CITY OF MENIFEE
City Manager
Attest:
Acting City Clerk
Approved as to Form:
City Attorney
MVCC
[John Greenberg, President]
[Bobbi Fisher, Secretary]
[Note: 2 officer’s signatures required if MVCC
is a corporation, unless provided with a
certificate of secretary in-lieu]
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February 1, 2023
February 1, 2023
February 1, 2023 February 1, 2023
February 1, 2023
EXHIBIT A
EXHIBIT A
SPECIAL PROVISIONS
The first Paragraph of Section 5 of this MOU is hereby amended to read as follows. The remainder
of Section 5 remains in full force and effect:
“Where required by the City in its execution of grant activities, MVCC shall, at its sole cost and
expense, obtain and maintain for the duration required, the MOU insurance required by this
Section. The insurance required by this Section shall be obtained and/or maintained prior to
performing any right or obligation under this MOU for which the City requires such insurance.”
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EXHIBIT B
EXHIBIT B
RIGHTS AND OBLIGATIONS OF THE PARTIES
Menifee Valley Community Cupboard Responsibilities
Adhere to all grantee requirements of the CalRecycle Edible Food Recovery Grant
(referred to herein as “grant”)
Provide monthly reporting detailing collection and donation including but not limited to
donor information, pounds of food collected, pounds of food distributed, pounds of food
not distributed. Where possible please indicate the food type being collected from the
vendor.
Keep accurate records of collection agreements, applicable staff time, and any other
supporting documents needed to comply with reporting requirements of grant
Recruit, hire, and train driver and provide accurate payroll records as required for
reimbursement on a biweekly or monthly basis
Recruit, hire, train any additional staff required to carry out approved grant activities
Receive packaged donations as stated purpose for sink and prep space installation
Receive, operate, insure, and maintain refrigerated box truck and cargo van to operate
expanded collection and distribution program upon receipt of vehicles and transfer of title
Establish and maintain satellite food distribution centers at Romoland and Quail Valley
with:
o Each location offering food distribution to the community, at a minimum, once per
month at set interval date. Example: 1st Tuesday of Each Month
o Should designated sites become unavailable, MVCC has discretion to establish
alternate site(s) within areas approved under the EFR Grant.
o To encourage public participation in program, ID and Proof of residency will not
be required for participation in distribution event
Partner and participate in community outreach for donation programs and satellite
distribution including but not limited to direct marketing and outreach to stakeholders via
community partnerships, organizations, and outreach materials; participate in city directed
outreach of grant programs such as webinars, social media, and filmed content
Timely furnish invoices and records required under the grant
Attend monthly project meetings with City
Create helpful tips and/or best practices guide for food donors
Continue to offer free collection services for food donors
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City Responsibilities
Administer grant in accordance with grantee requirements and source equipment and
services as indicated under grant tasks
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