1 MEMORANDUM OF AGREEMENT FOR
COMMUNITY FOOD PROGRAM
I. Parties
a. City of Lancaster (“City”)
b. [Name of Non-Profit Organization], 501 (c) (3) Non-Profit Organization (“Non- Profit Organization”)
II. Purpose
To establish a framework from which the City and Non-Profit Organization shall provide food distribution free of charge to assist low-income residents of the City of Lancaster.
III. Overview
The City of Lancaster has a long history of supporting local community organizations that provide essential services for its residents. One such service is community food distribution, allowing for the provision of groceries and meals to those in need.
To this end, the Lancaster City Council set aside funding in the current fiscal year to support these efforts, dubbed the “Community Food Program” (“Program”). The City released a Notice of Funding Availability (NOFA) inviting community organizations to apply for funding under the Program. Non-Profit Organization was selected as one of the recipients of Program funding. This Memorandum of Agreement (MOA) outlines the terms under which the City will provide funding to Non-Profit Organization through the Program.
IV. Non-Profit Organization Role
a. Utilize the funding provided by the Program to provide groceries and/or hot meals free of charge to those in need in the City of Lancaster. b. Provide grocery distribution and/or hot meal distribution a minimum of ___ times per week at [Facilitated Public Location (per LMC 12.32.030) or Private Property (per LMC 12.32.042) address within the City limits of Lancaster]. c. Provide all necessary staff, volunteers, and coordination to provide groceries and/or hot meals free of charge to those in need in the City of Lancaster. d. Provide the City with an Annual Report by June 1, 2025 to include the following information:
a. Confirmation that the full grant amount has been expended. b. A brief narrative of how the funding was utilized, with confirmation that all funds were used in alignment with the goals and eligible uses of the Program.
c. Receipts, paid invoices, and/or other documentation demonstrating that all funds awarded were utilized in alignment with the goals and eligible uses of the Program, and that the services were provided within the City limits of Lancaster.
2 d. The number of residents served using the funding provided under the Program.
V. The Parties’ Obligations
a. Neither Party may modify or alter terms or services described in this MOA without written authorization by the other Party. Any amendment, modification, or variation from the terms of this MOA shall be in writing and shall be effective only upon mutual written approval by all Parties.
b. Parties agree that the City may, at any time, audit any and all records or documents associated with this MOA.
c. Parties agree to conduct the authorized activities in a courteous and non-profane manner, and remove any agent, servant, or employee who fails to meet this standard.
d. Non-Profit Organization shall keep the City apprised of any decisions made or reached that have any bearing on the terms of this MOA. e. Non-Profit Organization shall be responsible for payment of any and all employees’ wages and benefits, and shall comply with all applicable requirements pertaining to employer’s liability, worker’s compensation, prevailing wage, unemployment insurance, and Social Security.
f. Non-Profit Organization shall perform all services hereunder with its own staff, employees and volunteers. No subcontracting shall be permitted.
VI. Indemnification
a. Non-Profit Organization shall defend, indemnify and hold the City, its affiliates, and each of their respective officers, directors, employees, contractors and/or agents (each an “Indemnified Party”) harmless from and against any action, claim, suit, investigation or other proceeding brought by a third party (a “Claim”) arising out of or relating to the activities and services to be provided under this MOA, or the negligent or willful misconduct of Non-Profit Organization or its officers, directors, employees, contractors and/or agents arising out of or in connection with this MOA.
Non-Profit Organization will indemnify and hold harmless the Indemnified Parties from any liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees, expert witness fees and/or costs of defense) incurred by or levied against such Indemnified Parties as a result of such Claim. If the Indemnified Part(ies) seek indemnification with respect to a Claim, the Non-Profit Organization’s obligations are conditioned upon the Indemnified Part(ies): (a) providing written notice to Non-Profit Organization of any Claim within thirty (30) days after the Indemnified Part(ies) have knowledge of such Claim (except that failure to timely provide such notice will relieve Non-Profit Organization of its obligations only to the extent Non-Profit Organization is materially prejudiced as a direct result of such delay); and (b) cooperating and, at Non-Profit Organization’s request and expense, assisting in such defense.
Notwithstanding the foregoing, the Indemnified Part(ies) may participate at its own expense in the defense and any settlement discussions and will have the right to approve any settlement agreement that involves an admission of fault by the 3 Indemnified Part(ies) or imposes non-monetary obligations on the Indemnified Part(ies); provided, however, that such approval will not be unreasonably withheld. b. City of Lancaster shall defend, indemnify and hold harmless Non-Profit Organization, its officials, officers, employees and volunteers against all claims, damages, losses and expenses including attorneys’ fees arising out of or relating to the performance of the work described herein, to the extent caused by any negligent or intentional act or omission of the City of Lancaster or its subcontractors, except where the claims were caused by the negligence or willful misconduct of Non- Profit Organization.
VII. Term
The Term of this MOA will be comprised of the City’s 2024-25 fiscal year, beginning the date of execution and ending June 30, 2025 (Program Year).
VIII. Binding Provisions
a. The terms of this MOA are binding upon the Parties for the Term hereof. b. The City may, by written notice, terminate this MOA in the event the City becomes aware of any policy or MOA violation; misuse of funds; funds used for purposes prohibited by laws governing the use of public funds; or illegal activities, as determined by the City.
c. This MOA supersedes all prior discussions, understandings, and agreements between the Parties hereto relating to the subject matter hereof. d. The Parties shall comply with all applicable laws, rules, regulations and City guidelines with regard to the performance of this MOA, including, but not limited to, Chapter 12.32 of the Lancaster Municipal Code and the City of Lancaster Food Distribution Guidelines.
IX. Management of Funds
a. The total award approved by City as described in the PURPOSE is $[dollar amount]. The City agrees to disperse to Non-Profit Organization and Non-Profit Organization agrees to accept from the City the approved award not to exceed $[dollar amount] under the Program. Non-Profit Organization shall ensure that all funds are prudently managed and agrees to spend the award solely and exclusively for the Program, as outlined in this MOA. No additional payment shall be made hereunder by the City to Non-Profit Organization nor shall the City assume any responsibility for Non-Profit Organization financial obligations under this MOA. b. Payment shall be made by City to Non-Profit Organization in one lump sum for the Program Year.
c. Failure to submit the complete Annual Report as outlined in Section IV shall disqualify Non-Profit Organization from receiving future funds under the Program. d. The primary contacts for each Party are set forth below:
City of Lancaster
Attn: Housing Division
44933 Fern Avenue
4 Lancaster, CA 93534
[Name of Non-Profit Organization]
Attn: Name
Address
IN WITNESS WHEREOF, the Parties hereto have caused this AGREEMENT to be executed and attested by their respective officers thereunto duly authorized.
City of Lancaster:
___________________________
By: Trolis Niebla
Its: City Manager
Date:
[Name of Non-Profit Organization]
___________________________
By: Name
Its: Title
Date:
ATTEST:
___________________________
Andrea Alexander
City Clerk
APPROVED AS TO FORM:
___________________________
Allison Burns
City Attorney