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Home My WebLink AboutContract 2021 0,_---gogi MEMORANDUM OF UNDERSTANDING Between FIND FOOD BANK And CATHEDRAL CITY MEMORANDUM OF UNDERSTANDING This MEMORANDUM OF UNDERSTANDING ("MOU"), made and entered into effective the 14th day of December,2022,by and between the City of Cathedral City, a municipal corporation("CITY") and FIND Food Bank("FIND") (individually, "PARTY;" collectively, "PARTIES") shall be as follows: RECITALS WHEREAS CITY desires to facilitate edible food collection and distribution within its members' jurisdictions consistent with State regulations; and WHEREAS FIND manages the Coachella Valley center serving Cathedral City edible food organizations and food recovery services providing edible food recovery programs within the CITY'S boundaries; WHEREAS CITY and FIND desire cooperatively to carry out effective regional edible food recovery; and NOW THEREFORE, and in consideration of the covenants and conditions contained herein, it is agreed between the PARTIES as follows: 1. TERM AND LIMITATIONS 1.1 The term of this MOU shall be from January 1, 2023 through December 30, 2023, unless otherwise terminated as provided herein. 1.2 If additional funding is available, the term of this MOU may be extended for an additional one (1) year period, upon mutual written agreement of both PARTIES representatives. 1.3 Alternatively, the PARTIES mutually may agree to execute another form of agreement to continue the work. 1.4 PARTIES agree that this MOU is focused on serving Tier One generators as defined by CalRecycle. 2. RESPONSIBILITIES OF CITY: 2.1 CITY will coordinate contacts between FIND and member agency staff. 2.2 CITY will identify and provide introductions to local commercial food generators and recovery organizations and services with input from member agencies. 2.3 CITY will secure necessary input from California Department of Resources Recycling and Recovery (CalRecycle) to assure compliance with its applicable edible food recovery regulations. 2.4 CITY will work closely with FIND to detail steps needed to assure effective regulatory compliance. 3. RESPONSIBILITIES OF FIND: 3.1 FIND will prepare and implement an information system model based on its current clients and operation. 3.2 FIND will work closely with the CITY to assure that CITY information system and operations comply with State edible food recovery regulations. 3.3 FIND will assist CITY and its member agencies to assess capacity for edible food recovery, including but not limited to identification of local food recovery organizations and services, and describing resources needed to operate effectively. 3.4 FIND will support edible food recovery efforts throughout CITY territory, including reasonable efforts to share its information system model if needed. 3.5 FIND will provide records to the CITY for each member agency documenting its performance in compliance with the regulations. 3.6 FIND will work with Tier One commercial edible food generators (supermarkets, grocery stores, food distributors and wholesalers) to comply with their requirements. 3.7 FIND will prepare a standard contract or written agreement between generators and food recovery organizations or services that may be utilized by CITY members in compliance with all applicable laws and regulations. 3.8 FIND will assure compliance with food recovery organization or service record keeping requirements for edible food recovery programs. 3.9 FIND shall keep appropriate records regarding the programs and actions under this MOU and shall provide copies of all such records to CITY upon request. 4. TERMINATION Either PARTY may terminate this MOU with or without cause upon thirty(30)calendar days' prior written notice to the other PARTY. The PARTIES mutually may agree to waive this notice requirement and terminate this MOU immediately. 5. INDEMNIFICATION; INSURANCE 5.1 FIND shall indemnify, hold harmless and defend the CITY and any and all of its member agencies and their officers, agents, servants, or employees against any and all claims, loss, damage, charge or expense, including reasonable attorneys' fees for counsel acceptable to CITY, to which the CITY or such officers, agents, servants, or employees may be put or subject to,by reason of any damage, loss or injury of any kind or nature whatever to persons or property to the extent caused by the negligent act or action, or any neglect, or failure to act,when under a duty to act,on the part of FIND,in its performance hereunder. In the event claims, losses, damages, charges, fines, charges, or expenses are caused by the joint or concurrent negligence of CITY and FIND,they shall be borne by each PARTY in proportion to its negligence. 5.2 CITY shall indemnify, hold harmless and defend the FIND and any and all of its officers, agents, servants, or employees against any and all claims, loss, damage, charge or expense, including reasonable attorneys' fees, to which the FIND or such officers, agents, servants, or employees may be put or subject to,by reason of any damage, loss or injury of any kind or nature whatever to persons or property to the extent cause by the negligent act or action, or any neglect, or failure to act, when under a duty to act, on the part of CITY in its performance hereunder. In the event claims, losses, damages, charges, fines, charges, or expenses are caused by the joint or concurrent negligence of CITY and FIND, they shall be borne by each PARTY in proportion to its negligence. 5.3 The PARTIES agree to procure and maintain insurance coverages sufficient to cover their respective risks. 6. PAYMENT CITY will pay FIND $16,500 annually for its work associated with this MOU. FIND will submit an invoice for payment monthly, accompanied by a report of activities during the preceding month. Payments will be made monthly in twelve equal payments. 7. PROGRAM COORDINATION 7.1 The CITY's City Manager, or his/her designee, shall be the representative of CITY for all purposes of this MOU. 7.2 The CITY's City Manager hereby designates the CITY's Environmental Conservation Manager as the Program manager for CITY. He/she shall supervise the progress and execution of this MOU. 7.2 FIND assigns its Chief Executive Officer to have overall responsibility for the progress and execution of this MOU. 8. NOTICES AND COMMUNICATIONS Any notice by either PARTY to the other shall be personally delivered to the PARTY or sent by certified mail, return receipt requested, to the addresses set forth below, or to such other addresses as any PARTY may from time to time notify the others in writing. Such notice shall be deemed served when personally delivered for 3 business days after deposit into the mail. FOR CITY: Attn: City Manager City of Cathedral City c/o Charlie McClendon 68700 Ave Lalo Guerrero Cathedral City, CA 92234 FOR FIND: Attn: CEO FIND Food Bank 83775 Citrus Ave. Indio, CA 92201 9. ENTIRE AGREEMENT This MOU contains the entire agreement between the PARTIES relating to the transactions contemplated hereby and supersedes all prior or contemporaneous memoranda of understandings, understandings, provisions, negotiations, representations, or statements, either written or oral. 10. MODIFICATION No modification, waiver, amendment, discharge, or change of this MOU shall be valid unless the same is in writing and signed by both PARTIES. No waiver of any term or conditions of this MOU shall be a continuing waiver thereof. 11. AUTHORITY FOR EXECUTION Each of the individuals executing this MOU on behalf of the PARTIES represents and warrants that he/she is duly authorized to execute and deliver this MOU on behalf of CITY or FIND, as applicable; and that such execution and delivery on behalf of either CITY or FIND is duly authorized and within the authority of the signatory identified below. 12. CHOICE OF LAW The laws of the State of California shall govern this MOU. Proper venue for any dispute regarding this MOU shall lie in San Bernardino County, California. 13. INTERPRETATION This MOU shall be interpreted to give effect to its fair meaning and shall be construed as though both PARTIES prepared it. 14.ASSIGNMENT Unless authorized in writing by both PARTIES, neither PARTY shall assign or transfer any rights or obligations covered by this MOU. Any unauthorized assignment or transfer shall constitute grounds for termination by the other PARTY. 15. SEVERABILITY If any one or more of the provisions of this MOU is held to be invalid, illegal, or unenforceable, then such provision or provisions shall be severed here from, and the remaining provisions of the MOU shall continue in full force and effect and shall not be affected, impaired, or invalidated in any way. 16. EXECUTION OF COUNTERPARTS If this MOU is executed in counterparts, each counterpart shall be deemed an original, and all such counterparts or as many of them as the PARTIES preserve undestroyed shall together constitute one and the same MOU. AREA LEFT INTENTIONALLY BLANK IN WITNESS WHEREOF, this MOU has been duly executed by the respective parties hereto by their duly authorized officers. CATHEDRAL CITY FIND Food Back a California municipal corporation a California Business ,By: By: / Charles P. McClendon, City Manager bbie Esp. osa, President & CEO ATTEST: By: Tracey R. Hermosillo, City Clerk APPROVED A TO • Eric S. Vail, City Attorney Dated: DeePt/ 2,0