1596561.1
MEMORANDUM OF AGREEMENT
BETWEEN THE SAN GABRIEL VALLEY COUNCIL OF
GOVERNMENTS AND THE CITY OF SAN MARINO FOR
PARTICIPATION IN THE SAN GABRIEL VALLEY REGIONAL FOOD
RECOVERY PROGRAM
This Memorandum of Agreement (“MOA”) is dated for identification purposes as of September 27, 2024 by and between the City of San Marino, a municipal corporation (“City”), and the San Gabriel Valley Council of Governments, a California joint powers authority (“SGVCOG”). City and SGVCOG may be referred to herein collectively as the “Parties” or individually as a “Party.” RECITALS:
A. The passage of SB 1383 (Lara, 2016) implemented statewide targets to reduce statewide disposal of organic waste and increase recovery of currently disposed edible food for human consumption. Specifically, SB 1383 aims to recover at least 20% of currently disposed edible food for human consumption by 2025. The California Department of Resources Recycling and Recovery (CalRecycle) has developed regulations entitled “Short-lived Climate Pollutants: Organic Waste Reductions” (hereafter “SLCP Regulations”), which regulations are codified at Chapter 12 of Division 7 of Title 14 of the California Code of Regulations, sections 18981.1 et seq.1 B. To recover 20% of edible food that would otherwise be sent to landfills by 2025, SB 1383 requires local jurisdictions to establish food recovery programs and strengthen their existing food recovery networks.
C. The SGVCOG was established to have a unified voice to maximize resources and advocate for regional and member interests to improve the quality of life in the San Gabriel Valley by the member cities and other local governmental agencies and has established and is administering a Regional Food Recovery Program (the “Program”).
D. The SGVCOG is the direct recipient of the OWR 4 CalRecycle 1383 Local Assistance Grant for Program services on behalf of the City. The City has expressed its desire to receive such Program services, which will be funded by the SGVCOG.
E. City and SGVCOG desire to set forth the terms of their ongoing collaboration with respect to this effort in this MOA and further agree as follows:
I. RECITALS
The above Recitals are made a substantive part of this MOA.
II. TERM:
A. The term of this MOA shall commence on July 31, 2024 and shall continue 1 All Section references herein are to Title 14 of the California Code of Regulations unless otherwise stated. 1596561.1
through the completion of all work completed under this MOA. The term of this MOA may be extended by mutual written MOA of the Parties.
III. RESPONSIBILITIES OF THE PARTIES:
A. SGVCOG Responsibilities:
1. Manage and administer CalRecycle and consultant agreements to ensure successful implementation of the Program.
2. Manage the budget for the Program, which includes utilizing any surplus funds from the Original MOA to support Program implementation. Manage invoicing and payments to be made to consultants.
3. Provide a point-of-contact to serve as the SGVCOG’s Project Manager.
4. Respond to and address City questions regarding Program implementation.
5. Coordinate conference calls and/or meetings with City and consultant as necessary.
6. Hold joint city food recovery meetings to support information sharing.
7. Provide support to the selected regional food recovery hub(s) and the food recovery network.
8. Review submitted invoices from the City. Upon receipt of a proper invoice, reimburse the City up to a not to exceed amount of $50,000, as described in the budget attached in Attachment B (the “Project Budget”) for expenditures that are in compliance with the CalRecycle grant.
9. Provide payment to the City for eligible expenses within 30 days of approval of City’s invoice.
B. City Responsibilities:
1. Maintain membership in the SGVCOG during the entire term of the Program.
2. Designate a point-of-contact to serve as the City’s Project Manager to provide direction and support and manage the day-to-day coordination with the SGVCOG and consultants.
3. Respond to requests, provide data and information as requested, review materials, and provide input to the SGVCOG and its consultants to support the implementation of the Program.
4. Coordinate City resources as needed to facilitate implementation of the Program within the City.
5. Participate in scheduled monthly conference calls and/or meetings with the SGVCOG and consultants throughout the term of the Program.
6. Participate in monthly joint city food recovery meetings.
7. Review and provide comments to, as applicable, consultant or the SGVCOG, on deliverables as necessary. Approve within five (5) business days any deliverables that can be approved by staff or ten (10) business days any items that need to be approved by city attorney or city manager.
8. Provide feedback and elevate questions to the SGVCOG’s Project Manager on the implementation of the Program.
9. Comply with requirements of jurisdictions under SB 1383.
10. Expend funds on goods, equipment, and services consistent with the Scope of 1596561.1
Work and Project Budget.
11. Submit detailed invoices to the SGVCOG in accordance with the Scope of Work and Project Budget. Reimburse the SGVCOG for payments the SGVCOG has made to the City for City expenditures that are later determined by the SGVCOG through an audit or otherwise, to be not in compliance with the Scope of Work or Project Budget.
II. INELIGIBLE EXPENSES:
A. Work within the Scope of Work and Project Budget but funded by another source.
B. Work or expenditures not completed during the term of this MOA, including work performed prior to the effective date of this MOA.
C. Any other activities or expenditures not set forth in Attachment A or Attachment B.
III. INVOICING:
A. City shall submit invoices for any eligible expenses on a quarterly basis. Grantee must provide all necessary documentation, including but not limited to timesheets, invoices, or receipts, as support for the invoice. City shall not invoice the SGVCOG for expenditures which require the SGVCOG’s pre-approval and such pre-approval was not obtained.
IV. AMENDMENTS:
A. For any change which materially affects the project scope of work, or in any way modifies any term or condition included under this MOA, an amendment to the MOA shall be prepared and executed by the City and by the SGVCOG for such change to be effective.
B. Minor changes to the project scope of work or budget may be approved by the SGVCOG’s Project Manager, who shall in writing and in his or her reasonable discretion determine whether the change is minor. Any increase in the not to exceed amount of this MOA shall require an amendment.
IV. PROJECT MANAGEMENT:
A. For the purposes of this MOA, SGVCOG designates the following individual as its Project Manager: Mackenzie Bolger, Principal Management Analyst, whose contact information is set forth below.
B. For the purposes of this MOA, the City designates the following individual as its representative: Amber Shah, Parks and Public Works Director whose contact information is set forth below.
1596561.1
C. Either Party may change the designations set forth herein upon written notice to the other Party.
V. DEFAULT; REMEDIES:
A. Default. A “Default” under this MOA is defined as any one or more of the following: (i) failure of either Party to comply with the terms and conditions contained in this MOA; and/or (ii) failure of either Party to perform its obligations set forth herein satisfactorily or make sufficient progress towards completion of the Regional Food Recovery Program.
B. Remedies. In the event of a Default by either Party, the non-defaulting Party will provide a written notice of such Default and thirty (30) days to cure the Default. In the event that the defaulting Party fails to cure the Default or commit to cure the Default and commence the same within such 30-day period and to the satisfaction of the non-defaulting Party, the non-defaulting Party may terminate this MOA. Such termination shall be effective immediately upon the provision of written notice by the non-defaulting Party to the defaulting Party. The remedies described herein are non-exclusive. In the event of a Default by either Party, the non-defaulting Party shall have the right to seek any and all remedies available at law or in equity.
V. INDEMNIFICATION:
A. City agrees to defend, indemnify, and hold free and harmless the SGVCOG, its member agencies, and their respective elected and appointed boards, officials, officers, agents, employees, and volunteers, at City’s sole expense, from and against any and all claims, actions, suits, or other legal proceedings brought against the SGVCOG, its member agencies, and their respective elected and appointed boards, officials, officers, agents, employees, and volunteers arising out of or relating to the acts or omissions of City in connection with this MOA.
B. SGVCOG agrees to defend, indemnify, and hold free and harmless the City, its employees, and volunteers, at SGVCOG’s sole expense, from and against any and all claims, actions, suits, or other legal proceedings brought against the City, its employees, and volunteers arising out of or relating to the acts or omissions of SGVCOG in connection with this MOA.
VII. INSURANCE:
A. City and SGVCOG shall maintain and keep in full force and effect during the term of this MOA insurance or a program of self-insurance against claims for injuries to persons or damages to property which may arise in connection with City’s or SGVCOG’s performance of its obligations hereunder.
VIII. OTHER TERMS AND CONDITIONS:
1596561.1
A. Notices. All notices required herein shall be sent by email, except for a notice of termination, default, or failure to cure, which shall be sent by certified mail, postage pre-paid, return receipt requested. Either Party may change its Project Manager or contact upon written notice to the other Party and shall promptly update the other Party in writing of any such changes.
To SGVCOG: Mackenzie Bolger
Principal Management Analyst
1333 S. Mayflower Ave., Suite 360
Monrovia, CA 91016
(626) 214-1316
[email protected]
with a copy to: Marisa Creter
Executive Director
1333 S. Mayflower Ave., Suite 360
Monrovia, CA 91016
[email protected]
To City: Amber Shah
Parks and Public Works Director
2200 Huntington Drive
San Marino, CA 91108
[email protected]
B. No Partnership. This MOA is not intended to be, and shall not be construed as, an agreement to form a partnership, agency relationship, or a joint venture between the Parties. Except as otherwise specifically provided in the MOA, neither Party shall be authorized to act as an agent of or otherwise to represent the other Party.
C. Entire MOA. This MOA constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes any and all other prior writings and oral negotiations. This MOA may be modified only in writing and signed by the Parties in interest at the time of such modification.
D. Governing Law. This MOA shall be governed by and construed under California law and any applicable federal law without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this MOA, the Parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California.
E. Excusable Delays. Neither Party shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts 1596561.1
of God, floods, earthquakes, fires, acts of a public enemy, pandemic, epidemic, and government acts beyond the control and without fault or negligence of the affected Party. Each Party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this MOA.
F. Waiver. Waiver by any Party to this MOA of any term, condition, or covenant of this MOA shall not constitute a waiver of any other term, condition, or covenant. No waiver of any provision of this MOA shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought.
G. Headings. The section headings contained in this MOA are for convenience and identification only and shall not be deemed to limit or define the contents to which they relate.
H. Assignment. Neither Party may assign its interest in this MOA, or any part thereof, without the prior written consent of the other Party. Any assignment without consent shall be void and unenforceable.
I. Severability. If any provision of this MOA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
J. Authority to Execute. The person executing this MOA on behalf of a Party warrants that they are duly authorized to execute this MOA on behalf of said Party, and that by doing so said Party is formally bound to the provisions of this MOA.
K. Counterparts. This MOA may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
L. Electronic Signatures. This MOA may be executed with electronic signatures in accordance with Government Code Section 16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature. [Signature page to follow.]
1596561.1
IN WITNESS WHEREOF, the Parties hereto have caused this MOA to be executed and to be effective on the date it has been fully executed by the Parties as set forth below.
FOR THE CITY OF San Marino:
By:__________________________
Philippe Eskandar
City Manager
Date:_________________________
ATTEST:
______________________________
Alison Walker
City Clerk
APPROVED AS TO FORM:
_______________________________
Joseph Montes
City Attorney
FOR THE SAN GABRIEL VALLEY
COUNCIL OF GOVERNMENTS:
By: ____________________________
Marisa Creter
Executive Director
Date:___________________________
APPROVED AS TO FORM:
________________________________
David DeBerry
General Counsel
ATTACHMENT A - SCOPE OF WORK
The SGVCOG Regional Food Recovery Program services under this agreement include the following:
Program Management
SGVCOG will organize meetings with the City and SGVCOG representatives to discuss the project deliverables and receive feedback on the project progress. The SGVCOG will also the following program management duties:
• Oversee consultant work,
• Track program budget, and
• Monitor, amend, and enforce contracts
Inspections and Enforcement
• Identification of food recovery organizations (FROs) and Tier 1 and Tier 2 edible food generators (EFGs) within the City
• Annual inspections of Tier 1 and 2 EFGs and FROs in the City, with reports of inspection outcomes
• Assessment of total amount of edible food generated by Tier 1 and 2 EFGs and available capacity of FROs to accept edible food
Public Outreach and Engagement
• Regional workshops to educate grocery stores, restaurants, and food recovery organizations on regulations and to share best practices and resources • Development of outreach materials, such as SB 1383 fliers • One-on-one engagement with Tier 1 and Tier 2 EFGs and FROs to provide education and guidance on 1383 compliance
Food Recovery Hub Development/FRO Support
• Coordination with and support of food recovery hubs to expand the region’s capacity to recover food and address food insecurity
• Support to smaller food recovery organizations to allow more local groups to sustain operations and comply with SB 1383
City-Specific Services
The SGVCOG has also allocated funds to support city-specific SB 1383 initiatives, which may include organics procurement, supplies, software, SB 1383 implementation staff time, or other preapproved purchases. The budget for such services is outlined in Attachment B.
ATTACHMENT B – Budget and Invoicing
The SGVCOG has allocated a total not-to-exceed amount of $50,000 to support city-specific SB 1383 initiatives as outlined in Table 1.
Table 1. Budget
Category Description Total Funds
City-Specific Services
Organics procurement, supplies, software, SB 1383
implementation staff time, or other pre-approved
purchases $50,000.00
Total Budget $50,000.00