HomeMy WebLinkAboutContract - 01/01/2024 - 2059 1 MEMO ' DUM OF UNDERSTANDING
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3 ' This MORANDUM OF UNDERSTANDING ("MOU"), made and entered into effective the
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1' day of January 2024,by and between the City of Cathedral City, a municipal corporation("City")and
5 FIND Food Bank("FIND") (individually, "PARTY;"collectively, "PARTIES") shall be as follows:
6 ' CITALS
7 W ' AS,CITY desires to facilitate edible food collection and distribution within its members'
8 jurisdictions consistent with State regulations; and
9 E' AS, FIND manages the Coachella Valley center serving Cathedral City edible food
10 organizations and food recovery services providing edible food recovery programs within the CITY'S
11 boundaries;
12 WHE ' AS, CITY and FIND desire cooperatively to carry out effective regional edible food
13 recovery; and
14 NOW THE' FO' , and in consideration of the covenants and conditions contained herein, it
15 is agreed between the P 'TIES as follows:
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17 1. TE ' D LIMITATIONS
18 1.1 The term of this MOU shall be from January 1",2024 through December 31',2026,unless
19 otherwise terminated as provided herein.
20 1.2 If additional funding is available,the term of this MOU may be extended for an additional
21 one (1)year period, upon mutual written agreement of both PARTIES representatives.
22 1.3 Alternatively, the PARTIES mutually may agree to execute another form of agreement tal
23 continue the work.
24 1.4 P 'TIES agree that this MOU is focused on serving Tier One and Tier Two generators
25 as defined by CalRecycle.
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27 2. " SPONSIBILITIES OF CITY:
28 2.1 CITY will coordinate contacts between FIND and member agency staff.
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LIB\19-0436\MOU
{COEC A19-0179}
1 2.2 CITY will identify and provide introductions to local commercial food generators and
2 recovery organizations and services with input from member agencies.
3 2.3 CITY will secure necessary input from California Department of Resources Recycling and
4 Recovery (CalRecycle) to assure compliance with its applicable edible food recovery
5 regulations.
6 2.4 CITY will work closely with FIND to detail steps needed to assure effective regulator
7 compliance.
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9 3. SPONSIBILITIES OF FIND:
10 3.1 FIND will prepare and implement an information system model based on its current
11 1 clients and operation.
12 3.2 FIND will work closely with the CITY to assure that CITY information system and
13 operations comply with State edible food recovery regulations.
14 3.3 FIND will assist CITY and its member agencies to assess capacity for edible food
15 recovery, including but not limited to identification of local food recovery organizations
16 and services, and describing resources needed to operate effectively.
17 3.4 FIND will support edible food recovery efforts throughout CITY territory, including
18 reasonable efforts to share its information system model if needed.
19 3.5 FIND will provide records to the CITY for each member agency documenting its
20 performance in compliance with the regulations.
21 3.6 FIND will work with Tier One and Tier Two commercial edible food generators as
22 I defined by CalRecycle to comply with their requirements.
23 3.7 FIND will prepare a standard contract or written agreement between generators and food
24 recovery organizations or services that may be utilized by CITY members in compliance
25 with all applicable laws and regulations.
26 3.8 FIND will assure compliance with food recovery organization or service record keeping
27 requirements for edible food recovery programs.
28 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.
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LIB 19-0436\MOU
(COEC A19-0179)
1 4. TE " INATION
2 Either PARTY may terminate this MOU with or without cause upon thirty (30) calendar days'
3 prior written notice to the other PARTY. The PARTIES mutually may agree to waive this noticL
4 requirement and terminate this MOU immediately,
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6 5. INDEMNIFICATION; INSU' NCE
7 5.1 FIND shall indemnify, hold harmless and defend the CITY and any and all of its membei
8 agencies and their officers, agents, servants, or employees against any and all claims, loss,
9 damage, charge or expense, including reasonable attorneys' fees for counsel acceptable to
10 CITY, to which the CITY or such officers, agents, servants, or employees may be put or
11 subject to,by reason of any damage,loss or injury of any kind or nature whatever to persons
12 or property to the extent caused by the negligent act or action, or any neglect, or failure to
13 act, when under a duty to act, on the part of FIND, in its performance hereunder. In the
14 event claims, losses, damages, charges, fines, charges or expenses are caused by the joint
15 or concurrent negligence of CITY and FIND, they shall be borne by each PARTY in
16 proportion to its negligence.
17 5.2 CITY shall indemnify,hold harmless and defend the F II and any and all of its officers,
18 agents, servants,or employees against any and all claims, loss,damage,charge or expense,
19 including reasonable attorneys' fees,to which the FIND or such officers, agents, servants,
20 or employees may be put or subject to, by reason of any damage, loss or injury of any kind
21 or nature whatever to persons or property to the extent cause by the negligent act or action,
22 or any neglect, or failure to act, when under a duty to act, on the part of CITY in its
23 performance hereunder. In the event claims, losses, damages, charges, fines, charges or
24 expenses are caused by the joint or concurrent negligence of CITY and FIND, they shall
25 be borne by each PARTY in proportion to its negligence.
26 5.3 The P 'TIES agree to procure and maintain insurance coverages sufficient to cover their
27 respective risks.
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LIB\19-0436\MOU
{COEC A19-0179}
1 6. PAY NT
2 CITY will pay FIND $51,975 for its work associated with Tier One facilities and $120,000 for
Tier Two facilities for a total of $171,975 for this MOU. F IP will submit an invoice for payment
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monthly, accompanied by a report of activities during the preceding month. Payments will be made
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monthly in twelve equal payments.
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7. PROG COO 3 I'NATION
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8 7.1 The CITY's City Manager,or his/her designee, shall be the representative of CITY for all
9 purposes of this MOU.
10 7.2 The CITY's City Manager, or his/her designee, hereby is designated as the Program
11 manager for CITY. He/she shall supervise the progress and execution of this MOU.
12 7.3 FIND assigns its Chief Executive Officer to have overall responsibility for the progress
and execution of this MOU.
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8. NOTICES AND CO I NICATIONS
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16 Any notice by either PARTY to the other shall be personally delivered to the PARTY or sent by
17 certified mail,return receipt requested,to the addresses set forth below, or to such other addresses as any
18 PARTY may from time to time notify the others in writing. Such notice shall be deemed served when
19 personally delivered for 3 business days after deposit into the mail.
FOR CITY:
20 Attn: City Manager
21 City of Cathedral City
c/o Charlie McClendon
22 68700 Ave Lalo Guerrero
23 Cathedral City, CA 92234
24 FOR FIND:
Attn: CEO
25 FIND Food Bank
26 83775 Citrus Ave.
Indio, CA 92201
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28 9. ENTI' AG' EMENT
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LIB\19-0436\MOU
{COEC A19-0179}
1 This MOU contains the entire agreement between the PARTIES relating to the transactions
2 contemplated hereby and supersedes all prior or contemporaneous memoranda of understandings,
3 understandings,provisions, negotiations,representations, or statements, either written or oral.
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5 11. MODIFICATION
6 No modification, waiver, amendment, discharge, or change of this MOU shall be valid unless the
7 same is in writing and signed by both P• TIES.No waiver of any term or conditions of this MOU shall
8 be a continuing waiver thereof.
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10 12. AUTHO " TY FOR EXECUTION
11 Each of the individuals executing this MOU on behalf of the PARTIES represents and warrants
12 that he/she is duly authorized to execute and deliver this MOU on behalf of CITY or F , as
13 applicable; and that such execution and delivery on behalf of either CITY or FIND is duly authorized
14 and within the authority of the signatory identified below
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16 13. CHOICE OF LAW
17 The laws of the State of California shall govern this MOU. Proper venue for any dispute regardin,.
18 this MOU shall lie in Riverside County, California.
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20 14. INTE ' ' TATION
21 This MOU shall be interpreted to give effect to its fair meaning and shall be construed as though
22 both PARTIES prepared it.
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24 15. ASSIGNMENT
25 Unless authorized in writing by both PARTIES, neither P• "TY shall assign or transfer any right,
26 or obligations covered by this MOU. Any unauthorized assignment or transfer shall constitute ground,
27 for termination by the other PARTY.
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LIB\19-0436\MOU
{COEC A19-0179)
1 16. SEW, :ILITY
2 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 MOLI
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shall continue in full force and effect and shall not be affected, impaired,or invalidated in any way.
5 17. EXECUTION OF COUNTE ' TS
6 If this MOU is executed in counterparts, each counterpart shall be deemed an original,and all such
'7 counterparts or as many of them as the P 'TIES preserve undestroyed shall together constitute one and
8 the same MOU.
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LIB\19-0436\MOU
{COEC A19-0179}
1 IN TNESS E" OF,this MOU has been duly executed by the respective parties hereto
2 by their duly authorized officers.
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4 CITY OF CAT D" L CITY: FIND Food Bank
5 a California Municipal Corporation a California Business
6 rt e 7c-
By: ":"°4--4c34-4-4-
—Y:ch
7 Charles P.McClendon, City Manager Debbie Espinosa,President& CEO
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9 ATTEST:
10 By: 0,014e1 Pb ,02411 44:V.; By. take
1:4°1Y1:14)
Tracey R. Hermosillo, City Clerk Lorena Marroquin, Vice President of Community Impact
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APPRO D AS TO FO '
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Eric S. Vail, City Attorney
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16 Dated: Feb 024
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LIB\19-0436\MOU
{COEC A19-0179)
athe r 1 rty Tier 1
Final Audit Report 2024-02-01
Created: 2024-01-11
By: Tracey R.Hermosillo(thermosillo@cathedralcity.gov)
Status: Signed
Transaction ID: CBJCHBCAABAACPIPXeVhAl9ojHT6YVV vVeqPAoq1L6em
"Cathedral City Tier 1 & 2" History
47,
Document created by Tracey Hermosillo(thermosillo@cathedralcity.gov)
2024-01-11 -9:02:45 PM GMT
FL1
Document emailed to Deborah Espinosa (despinosa@findfoodbank.org)for signature
2024-01-11-9:05:51 PM GMT
Email viewed by Deborah Espinosa (despinosa@findfoodbank.org)
2024-01-12-7:53:43 AM GMT
tf.r* Document e-signed by Deborah Espinosa(despinosa@findfoodbank.org)
Signature Date:2024-01-17-1:50:34 AM GMT-Time Source:server
14. Document emailed to Imarroquin@findfoodbank.org for signature
2024-01-17-1:50:35 AM GMT
Email viewed by Imarroquin@findfoodbank.org
2024-02-01-7:02:06 PM GMT
Signer Imarroquin@findfoodbank.org entered name at signing as Lorena Marroquin
2024 02 01 7:02:53 PM GMT
,64,0 Document e-signed by Lorena Marroquin(Imarroquin@findfoodbank.org)
Signature Date:2024-02-01 -7:02:55 PM GMT-Time Source:server
1:72, Document emailed to Tracey Hermosillo (thermosillo@cathedralcity.gov)for signature
2024-02-01-7:02:56 PM GMT
L„ Email viewed by Tracey Hermosillo(thermosillo@cathedralcity.gov)
2024-02-01-7:44:12 PM GMT
Li..0 Signer Tracey Hermosillo (thermosillo@cathedralcity.gov)entered name at signing as Tracey R.Hermosillo
2024-02-01-7:44:31 PM GMT
Partemd by
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Cathedral City Acrobat Sign
Document e-signed by Tracey R.Hermosillo(thermosillo@cathedralcity.gov)
Signature Date:2024-02-01 -7:44:33 PM GMT-Time Source:server
Document emailed to evail@bwslaw.com for signature
2024-02-01-7:44:35 PM GMT
Li Email viewed by evail@bwslaw.com
2024-02-01-8:02:54 PM GMT
Signer evail@bwslaw.com entered name at signing as Eric S Vail
2024-02-01-9:46:36 PM GMT
4.46 Document e-signed by Eric S Vail (evall@bwslaw.com)
Signature Date:2024-02-01 -9:46:38 PM GMT-Time Source:server
k 4 Document emailed to Charles McClendon (cmcclendon@cathedralcity.gov)for signature
2024-02-01 -9:46:40 PM GMT
ti Email viewed by Charles McClendon (cmcclendon@cathedralcity.gov)
2024-02-01-10:06:31 PM GMT
eAe
en) Document e-signed by Charles McClendon (cmcclendon@cathedralcity.gov)
Signature Date:2024-02-01 -10:53:09 PM GMT-Time Source:server
*it Agreement completed.
2024-02-01-10:53:09 PM GMT
by
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Cathedrat City Acrobat Sign