1 MEMORANDUM OF UNDERSTANDING
This MEMORANDUM OF UNDERSTANDING (“MOU”) is made and effective on March 18, 2026 (“Effective Date”) by and between the CITY OF MENIFEE, a California municipal corporation, (“City”) and MADE LOCAL, LLC, a California Limited Liability Company (“Partner Organization ”). City and Partner Organization may sometimes herein be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A. City is the owner of the location known as the Civic Plaza/Central Park Area identified on Exhibit A attached hereto and incorporated herein by this reference (expressly excluding the dirt area indicated thereon) (the “Civic Plaza Area”).
B. City’s community initiatives include the stimulation and promotion of community programming in the Civic Plaza Area as a means of advancing the welfare of the City community.
C. Made Local is a Southern California- based enterprise which establishes and manages local “pop up” markets (each a “market event”) to promote local small businesses within the State.
D. City and Made Local now desire to enter into this MOU to permit Made Local to conduct market events in the Civic Plaza Area as more specifically described herein in exchange for the covenants of this MOU for the benefit of City, and the public benefit derived from Made Local’s activities hereunder.
AGREEMENT
Section 1. Term and Termination
A. Term. The term of this MOU shall begin on March 18, 2026 and shall end on June 30, 2029 unless the term of this MOU is otherwise terminated or extended as provided in this MOU.
B. T ermination . Either Party may terminate this MOU with or without cause 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. Scope of Activities Permitted. Subject to the terms of this MOU, City permits Partner Organization to establish and conduct market events at the Civic Center Plaza at locations, times, and durations mutually agreeable to the Parties. All market events conducted hereunder shall be substantially similar to other markets conducted by Partner Organization across Southern California. Partner Organization shall dedicate the time to performance of its obligations as may be 2 reasonably necessary to perform such obligations to the standards observed by a competent practitioner in Southern California, and to the reasonable satisfaction of City.
B. Permit Fees. In exchange for the covenants herein and for the public benefit of conducting market events at the Civic Plaza Area, City will waive its customary permit fees for special events. All other approvals, licenses, and permits required hereunder shall be obtained at Partner Organization’s sole cost and expense.
C. S
cheduling and Vendor Requirements. Prior to conducting any market event hereunder, the Parties shall meet and confer in good faith to establish (a) a schedule and plan for market events under this MOU, including locations, times, durations, and other matters and (b) reasonable and necessary insurance, license, and other requirements for vendors who will be operating a booth, stall, cart, table or other storefront at the market events conducted by Partner Organization hereunder (each a “Vendor”) . No market event hereunder may occur without the prior written approval of City.
D. Mat
erials and Equipment . Partner Organization is solely responsible to provide all materials, facilities, equipment and other necessary items for the performance of its activities hereunder, at its sole cost and expense.
E. C
ooperation and Noninterference . Partner Organization shall cooperate with direction from the City with regard to ensuring the activities performed by Partner Organization hereunder do not unreasonably interfere with City business, events, or activities.
F. R
emoval of Persons . City retains all rights it has to remove, restrict, or limit access to the Civic Plaza Area, including the right to require any person to leave the Civic Plaza Area if deemed necessary and appropriate in City’s sole discretion.
G. P
arking. Partner Organization shall encourage all event attendees and staff to park in parking lots designated by City, which may include without limitation the Civic Center Parking Lot and Justice Center Parking Lot identified on Exhibit A. Parking on residential streets shall be discouraged.
H. S
ervices and Sanitary Facilities.
(1) Partner Organization shall be responsible for obtaining all necessary equipment, facilities, and services to operate each market event in a safe and healthy manner, including without limitation the establishment of temporary restrooms, emergency services, security, fencing, health permits, and all other matters necessary and proper for Partner Organization’s activities hereunder.
(2) Partner Organization may request at least ninety (90) days in advance of any market event, and City will allow where feasible access and usage of 3 the Central Park restroom, parking lot, and trash enclosure, and may assist with supplying electricity.
I. Waste. Each event shall divert recyclable materials wherever possible. Events exceeding 1000 total attendees shall obtain roll -ff service through City’s waste management contractor. Events exceeding 2000 total attendees shall divert food waste. Distribution of single -use plastics shall be avoided where feasible and in compliance with applicable law.
J. P
ublic Information Booth. Partner Organization shall accommodate for a public information booth operated by City at all market events when requested by City at a location mutually acceptable to both Parties.
K. C
ompliance with Law , Permits, and City Policies.
(1) Partner Organization shall, at its sole expense, comply with all local, state, and federal laws and regulations applicable to the performance of this MOU. Section 4 shall specifically apply to Claims (defined therein) arising from the Partner Organization’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. Partner Organization 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.
(2) Partner Organization is solely responsible for obtaining and maintaining all necessary permits, licenses, and approvals necessary for its activities hereunder, which may include, without limitation (a) a Community Services Facility Use Permit, (b) a City Temporary Use Permit, (c) a Traffic Management Plan, and (d) other permits, licenses, and approvals as directed by City or other government authorities.
(3) Partner Organization shall further comply with all City policies and directives provided to it by City related to the Civic Plaza Area.
L. Responsibility for Vendors. Partner Organization is responsible for all vendors, subcontractors, employees and others conducting activities in the Civic Plaza Area pursuant to this MOU, including for ensuring such persons:
(1) Carry all necessary licenses, permits, approvals, and insurance as may be required by applicable law, policies, and this MOU, including, without limitation food and alcohol service permits and licenses where applicable. (2) Fully comply with all laws, rules, regulations and policies applicable to that party’s activities related to this MOU.
M. Documents and Records . Partner Organization shall maintain all plans, specifications, studies, drawings, estimates, test data, survey results, models, 4 renderings, materials and other documents or works of authorship fixed in any tangible medium of expression (collectively “documents”) prepared hereunder for the period required by law, or for three (3) years from the Effective Date, whichever is longer for the purposes of evaluating the effectiveness of the market events and evaluating Partner Organization’s compliance with this Agreement.
N. Contract Administrators. All matters under this MOU shall be handled for Partner Organization by Abby Jacobs, Founder/CEO (“Partner Organization Contract Administrator”), and for City by Mariana Mitchell, 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, neithe r Party shall pay salaries, wages, or any compensation to the other Party for performing the rights and obligations hereunder.
Section 4. Indemnification
To the full extent permitted by law, Partner Organization shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, 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 Partner Organization fails to provide a defense for City, the legal costs of counsel retained by City) a nd any judgment (collectively, “C laims”), 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 Agreement by Partner Organization or by any individual or entity for which Partner Organization is legally liable, including but not limited to officers, agents, employees or subcontractors of Partner Organization, and any and all Vendors. .
The provisions of this Section do not apply to claims occurring as a result of City’s sole or active negligence. The provisions of this Section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, 5 and agents acting in an official capacity. In the event any applicable law limits the scope of this Section, this Section shall only apply to the greatest extent permitted by such laws.
As a condition of permitting any Vendor to participate in any market event, and without relieving Partner Organization of any obligation hereunder, Partner Organization shall require such Vendor to agree to indemnify, defend, and hold City harmless to the same or greater degree as provided by this Section.
Section 5. Partner Organization Insurance
Prior to performing any right or obligation under this MOU, Partner Organization , 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 leas t 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. E
quipment 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. W orkers’ 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. Q
uality 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. A dditional Insured. City, including its officers, employees, agents, and authorized volunteers, shall be named as an additional insured on the aforementioned 6 insurance policies of Partner Organization with respect to liability arising out of the Partner Organization’s performance of this MOU.
F. Proof of Insurance. Partner Organization 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 of the Partner Organization . The coverage shall contain no special limitations on the sc ope 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. N
otice of Changes. Partner Organization 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. S
elf Insured Retentions and Deductible. Partner Organization 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. S
ubcontractor . If any subcontractor is performing the rights and obligations of Partner Organization hereunder, Partner Organization 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.
J. V
endor Insurance. Partner Organization shall require and ensure that any and all Vendors obtain and maintain the insurance directed by City pursuant to Subsection
2.C hereof.
K. V ariations . City may but is not required to approve in writing a variation to the insurance requirements in this Section upon a determination that the coverage, scope, limits, and forms of insurance set forth above are either not commercially available or that City’s interests are otherwise fully protected. 7 Section 6. 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:
To City: To Partner Organization:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn:
Mariana Mitchell, Community Services
Director
With a Copy to:
City Clerk
City of Menifee
29844 Haun Road
Menifee, CA 92586
Made Local, LLC
18277 Pasadena Street, Suite B-106
Lake Elsinore, CA 92530
Attn: Abby Jacobs, CEO
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 7. 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 ten (10) 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. R
ights and Remedies Cumulative . The rights and remedies of the P arties 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 8. 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. 8 Section 9. 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.
Section 10. Time
Time is of the essence in this Agreement and for the performance of this MOU.
Section 11. 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. California.
Section 12. Attorneys’ Fees
If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and expenses including costs, in addition to any other relief to which that Party may be entitled; provided, however, that the attorneys’ fees awarded pursuant to this Subsection shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose.
Section 13. 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 14. 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 15. Successors and Assigns
This MOU shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors, and assigns.
9 Section 16. 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 17. 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 18. 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 P arty by reason of the authorship of this MOU or any other rule of construction which might otherwise apply.
Section 19. 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 20. 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 21. 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 22. 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 23. 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 10 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 24. 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 25. 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 - agreement, or the proceeds thereof, for the rights and obligations performed hereunder. This Section shall apply to Partner Organization if Partner Organization is a public entity.
Section 26. 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 27. 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.
11 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
MADE LOCAL, LLC
Abby Jacobs, Chief Executive Officer
EXHIBIT A
EXHIBIT A
CIVIC PLAZA AREA