ATTACHMENT #1
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MEMORANDUM OF UNDERSTANDING BETWEEN
CITY OF THOUSAND OAKS
AND
ADELANTE COMUNIDAD CONEJO, INC.
REGARDING THE THOUSAND OAKS FOOD RECOVERY HUB
WHEREAS, the City of Thousand Oaks (“City”) would like to increase edible food recovery capacity within the city to carry out its Climate and Environmental Action Plan and comply with Senate Bill (SB) 1383; and
WHEREAS, in order to increase capacity, the City is seeking to partner with a food recovery organization to provide assistance with food recovery program efforts; and WHEREAS, City received grant funds from the California Department of Resources Recycling and Recovery (“CalRecycle”) which are intended to be used to support the expansion of food recovery efforts; and
WHEREAS, Adelante Comunidad Conejo, Inc. (Service Provider) is a Thousand Oaks based non-profit organization that is a food recovery organization currently recovering food for distribution within the City and participating in the City’s food recovery program; and
WHEREAS, Service Provider is in a unique position to increase edible food recovery capacity due to its recent relocation to the former Conejo Valley Unified School District (CVUSD)-owned Child Nutrition Central Kitchen at Park Oaks, a facility ideally suited to collection, repackaging, and the safe storage of recovered food; and WHEREAS, Service Provider shall make space available and accessible to qualified Thousand Oaks-based non-profit food recovery organizations; and WHEREAS, City has selected Service Provider to receive grant funds after soliciting and reviewing proposals for the provision of expanded food recovery services in Thousand Oaks; and
WHEREAS, the parties wish to work together to expand a mutually beneficial food recovery program whereby Service Provider manages the food recovery hub to provide increased food recovery capacity under the following terms and conditions.
Now, therefore, the parties hereby agree as follows:
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1. Purpose
This Memorandum of Understanding (“MOU”) is entered into for the purpose of implementing the City’s Food Recovery Hub Proposal Request dated December 11, 2025 and the proposal submitted by Adelante Comunidad Conejo (“Proposal”), attached hereto as Exhibit “1” and selected by the City. The activities funded and supported under this MOU are intended to expand edible food recovery capacity, support the City’s compliance with California Senate Bill (SB) 1383, and increase access to recovered edible food for the community.
2. Compensation
a. A total amount of $325,000 will be dispersed to Service Provider for the food recovery hub to upgrade equipment, to make facility improvements, to purchase vehicle(s) and mobile refrigerated trailer(s), aid in expansion of operations, and for any other applicable expenses consistent with the Proposal and CalRecycle requirements. Funds will be distributed in lump sums according to the following schedule: $150,000 upon execution of this MOU, and up to $175,000 in reimbursement upon receipt of proof of purchase of the vehicle(s) and trailer(s) for a total of $325,000. Any funds not spent on the vehicle(s) and trailer(s) will be provided as a final lump sum amount after reimbursement payment has been provided to the Service Provider.
b. In accepting the grant funds the Service Provider agrees to comply with the CalRecycle Procedures and Requirements of the SB 1383 Local Assistance Grant Program (Exhibit 2).
c. The parties acknowledge that the budget allocation provided in the Proposal is a best estimate. Service Provider may readjust subtotals without an MOU amendment provided all of the following are true: 1) only those line items identified in initial budget may be reimbursed; 2) the combined total of expenses does not exceed the grant amount; 3) Service Provider shall notify the City in writing of any changes and an adjusted budget sheet shall be provided to the City; and 4) final invoices must match activities and materials in the budget sheet.
d. All grant funds are to be expended/committed no later than October 1, 2026.
If the funds are not properly expended within that time, Service Provider may be required to return any remaining funds.
e. Service Provider shall submit an expenditure itemization summary, invoices, salary reports, and all related budget expenses (in accordance with the CalRecycle Procedures and Requirements SB 1383 Local Assistance Grant Program, Exhibit 2) to City no later than Thursday, October 1, 2026.
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3. Food Recovery Hub
City shall support Service Provider’s establishment and operation of a Food Recovery Hub in accordance with the Proposal and the terms of this Agreement.
The services to be provided by Service Provider shall include, but not be limited to:
a. Operation of a centralized facility for aggregation, storage, and redistribution of recovered edible food;
b. Coordination with Tier 1 and Tier 2 commercial edible food generators as defined by CalRecycle;
c. Compliance with all applicable food safety, health, and transportation regulations;
d. Distribution of recovered edible food to qualified non-profit food recovery organizations meeting food safety requirements serving food-insecure populations; and
e. Implementation of a shared-use model to expand food recovery capacity citywide.
4. Service Provider Responsibilities
In relation to the operation of the Food Recovery Hub, Service Provider shall be responsible to:
a. Identify and train operation staff and volunteers to run the food recovery hub:
1. Operations personnel shall be Service Provider’s
employee(s) and volunteers and must be 18 years of age
and over.
2. Operations personnel are expected to communicate with City staff regarding requested data.
b. Maintain a plan for sustaining operations after grant funds are expended. c. Maintain a shared-use plan, including access levels, scheduling procedures, eligibility criteria, and operational rules for participating food recovery organizations. and standard operating procedures, communication strategy, and training for partner (“food recovery”) organizations.
d. Allocate accessible space for the safe storage of perishable and non- perishable edible food for use by multiple partner organizations. e. Manage the operations, including maintenance, staffing, hours, and training, of the food recovery hub.
f. Purchase using grant funds, maintain, and insure no more than two mobile food recovery trailers in accordance with the CalRecycle Procedures and Requirements SB 1383 Local Assistance Grant Program (Exhibit 2) and the following terms.
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1. Park trailers (acquired with SB 1383 grant funds) at an appropriate location, including but not limited to a designated location at the Thousand Oaks Transportation Center (TOTC) and/or the food recovery hub.
2. Service Provider shall be responsible for all required insurance, maintenance, and repair for trailers. City reserves the right to request proof of insurance upon reasonable notice.
3. Service Provider shall enter into a separate license agreement before parking the trailers at the TOTC.
4. Trailers must be able to fit into a standard parking space and connect to a standard 120-volt electrical outlet.
5. Service Provider shall own the trailers and agrees to operate the trailers solely for collection, temporary food recovery storage, and food distribution in the city.
6. Service Provider shall make the trailers available to qualified food recovery organizations in the City and maintain
agreements with said organizations which include the relevant requirements of this Agreement.
7. Service Provider shall manage the operation and use of the trailers and shall be responsible for ensuring all drivers are properly trained, licensed and insured before allowing them to operate the trailers.
8. Keep trailers in use within the State of California for a minimum of five (5) years.
g. Purchase, using awarded grant funds, maintain, and insure up to two vehicles in accordance with the CalRecycle Procedures and Requirements SB 1383 Local Assistance Grant Program (Exhibit 2) and the following terms.
1. Vehicles shall be used solely for edible food recovery activities consistent with SB 1383 and the Proposal.
2. Park vehicles at an appropriate location, including but not limited to designated location at the food recovery hub.
3. Service Provider shall be responsible for all required insurance, maintenance, and repair for the vehicles. City reserves the right to request proof of insurance upon
reasonable notice.
4. Service Provider shall own the vehicles and agrees to operate the vehicles solely for collection, temporary food recovery storage, and food distribution in the city.
5. Service Provider shall make the vehicles available for qualified food recovery organizations in the City.
6. Service Provider shall manage the operation and use of the vehicles and shall be responsible for ensuring all drivers are DPW: 810-60\ev\Council\2026\031026\Food Recovery Hub and MOU Att 1.docx
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properly trained, licensed and insured before allowing them to operate the vehicles.
7. Keep vehicles in use within the State of California for a minimum of five (5) years.
h. Communicate with the City regarding SB 1383 food recovery data and additional data requests as needed.
i. Comply with SB 1383 edible food recovery regulatory requirements. j. Comply with County of Ventura Environmental Health and other local regulations regarding food recovery and distribution.
k. Provide an expenditure itemization summary form for all equipment and items purchased in accordance with the CalRecycle Procedures and Requirements SB 1383 Local Assistance Grant Program (Exhibit 2) as noted in Section 2.
l. Service Provider shall comply with the agreement between Service Provider and the Conejo Valley Unified School District (CVUSD), and Service Provider shall alert the City of any delays due to its agreement with CVUSD. m. City's representative may visit the food recovery hub facility to evaluate grant activity. Pursuant to the terms of Section 10 below, Service Provider will allow City' s representative to visit the food recovery hub to verify that funds were expended for approved costs to deliver the grant activity described above.
5. City Duties
a. Provide Service Provider with request for edible food recovery data with a minimum one-week notice.
b. Assist Service Provider in connecting with edible food generators (e.g., using online and/or mobile platforms).
c. Facilitate relationships with Service Provider and regional partners. d. Keep Service Provider informed of other funding opportunities for continued operations as they become available
e. Create alternative mobile food recovery refrigerated trailer parking at Thousand Oaks Transit Center (TOTC), as needed.
6. Reporting
Service Provider shall submit written reports to the City by October 1, 2026, documenting Food Recovery Hub activities and outcomes and in compliance with SB 1383 and CalRecycle grant requirements. Service Provider shall maintain supporting documentation for all reported data and shall make such records available to the City upon reasonable request. Failure to provide required reports or supporting documentation may be considered a material breach of this MOU.
Report should include activity related to the food recovery hub operations consistent with the Proposal and all SB 1383 and CalRecycle requirements for DPW: 810-60\ev\Council\2026\031026\Food Recovery Hub and MOU Att 1.docx
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food recovery services and organizations, including, but not be limited to, the following:
a. A food recovery service shall maintain a record of:
1. The name, address and contact information for each
commercial edible food generator that the service collects edible food from.
2. The quantity in pounds of edible food collected from each commercial edible food generator per month.
3. The quantity in pounds of edible food transported to each food recovery organization per month.
b. A food recovery organization shall maintain a record of:
1. The name, address and contact information for each
commercial edible food generator that the organization
receives edible food from.
2. The quantity in pounds of edible food received from each commercial edible food generator per month.
3. The name, address and contact information for each food recovery service that the organization receives edible food from for food recovery.
c. any additional reporting data required by CalRecycle.
7. Permits
Service Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates that may be required in connection with the performance of the activities under this Agreement.
8. Term/Termination
a. The term of this Agreement is for five (5) years, ending March 31, 2031 (“Term”), unless this Agreement is extended upon the mutual written agreement of the Parties or the Agreement is terminated by the Parties as provided for herein.
b. Service Provider shall provide written notice to the City within thirty (30) days of any material change to facility access, lease terms, or use agreements that could affect operation of the Food Recovery Hub.
9. Return of Funds
The grant funds described above are provided for the activity described in Section
1. If the grant activity ceases before all funding is expended, if the funds are not used for the authorized purpose, if Service Provider fails to perform any of the material tasks required by this Agreement, or if the funds are not properly expended within the term required, and no amendment has been made to the Agreement, the remaining funds and/or any improperly expended funds shall be returned or reimbursed to the City.
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10.Insurance
Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement and any extensions thereof, procure and maintain insurance coverage as follows:
a. Workers’ compensation statutory benefits as required by law. b. Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence, and $2,000,000 aggregate for bodily injury, personal injury, and property damage, or such higher limits as may be required under the terms of their facility lease or for any required environmental health or other permits.
c. Commercial Auto Liability insurance covering owned, hired, and non-owned vehicles used in program activities, with a minimum $1,000,000 combined single limit per accident.
d. All insurance policies shall be issued by a financially responsible company or companies authorized to do business in the State of California. City, its elected officials, officers and employees, shall be named as an additional insured on Commercial General Liability and Commercial Automobile Liability. Service Provider shall provide City with copies of certificates (on certificate form or an Accord form, as modified per City direction) for all policies, with the appropriate named additional insured coverage, and an endorsement that they are not subject to cancellation without 30 days prior written notice to City.
e. Service Provider shall require and verify that any staff or volunteers who will be operating a vehicle while performing work under this Agreement maintain current Automobile Liability insurance with a minimum of state mandated limits.
11.Hold Harmless and Indemnity
a.Hold Harmless for Service Provider’s Damages. Service Provider holds the City, its elected officials, officers, agents and employees, harmless from all Service Provider’s claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Service Provider, to Service Provider’s employees, to Service Provider’s volunteers, contractors or subcontractors, whether damages, losses, injuries or liability occur during the activities required under this Agreement, or occur while Service Provider is on City property, or which are connected, directly or indirectly, with the Service Provider’s performance of any activity or work required under this Agreement.
b.Defense and Indemnity of Third Party Claims/Liability. Service Provider shall investigate, defend, and indemnity the City, its elected officials, officers, agents and employees, from any claims, lawsuits, demands, DPW: 810-60\ev\Council\2026\031026\Food Recovery Hub and MOU Att 1.docx
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judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of the Service Provider or Service Provider’s volunteers, contractors, subcontractors, or the willful misconduct of Service Provider or Service Provider’s employees, volunteers, contractors, subcontractors, in performing the activities described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions in law or equity concerning any activity, product or work required under this Agreement, and also includes the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs or any other costs required for and related to such litigation.
c.No Waiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by the City or the deposit with the City, of any insurance certificates or policies described in Section 5.
d.Prevailing Wages. Under California Labor Code Section 1720, the granting of public funds may subject this project to the payment of prevailing wages.
Acceptance of the grant funds requires Service Provider to indemnify the City against any claims that prevailing wages are owed from the project.
12.Taxpayer Identification
Service Provider shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service.
13.Relation of Parties/Conflict of Interest
The relationship of the parties to this Agreement shall be that of independent contractors and that in no event shall Service Provider be considered an officer, agent, servant or employee of City. Service Provider shall be solely responsible for any workers’ compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.
Service Provider is unaware of any City employee or official that has a financial interest in Service Provider’s organization. During the term of this Agreement and/or as a result of being awarded this Agreement, Service Provider shall not offer, encourage or accept any financial interest in Service Provider’s organization by any City employee or official.
14.Acceptance of Final Payment Constitutes Release
The acceptance by Service Provider of the payment and acceptance by the City of a final report prepared by Service Provider made under this Agreement shall operate as and be a release of the City from all claims and liabilities for DPW: 810-60\ev\Council\2026\031026\Food Recovery Hub and MOU Att 1.docx
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compensation to for anything done, furnished, or relating to such Service Provider’s work or grant activity. Approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its volunteers, employees, subcontractors, agents and for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for and defect or error in the work prepared by Service Provider, its volunteers, employees, subcontractors, or agents.
15.Audit of Records
At any time during normal business hours and as often as it may deem necessary, the Service Provider shall make available to a representative of the City for examination of all its records with respect to all matters covered by this Agreement and will permit City to audit, examine and/or reproduce such records. Service Provider will retain such financial records, time sheets, work progress reports, invoices, bills and grant activity records for at least two years after termination or final payment under this Agreement.
16.Waiver/Remedies Cumulative
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach or cover any other period, other than any default or breach and/or period of time specified. All the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
17.Governing Law
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Ventura County.
18.Authorization
Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.
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19.Modifications
Any amendment, modification, or variation of the terms of this Agreement or the use of the funds granted hereby shall be in writing and shall be effective only upon the mutual written approval of the City Manager, or his or her designee, and Service Provider.
20.Entire Agreement Between Parties
This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services and contains all of the covenants and agreements between the parties with respect to said services.
21.Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
22.Non-Appropriation of Funds
Payments due and payable to Service Provider for current grant activity are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Service Provider grant activity beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
23.Notices
All written notices required by, or related to, this Agreement shall be sent by certified mail, return receipt requested, postage prepaid and addressed as listed below. The mailing address of each party to this Agreement is as follows:
CITY:
Public Works Department, Sustainability Division
Sarah McGurk
2100 E. Thousand Oaks Blvd.
Thousand Oaks, CA 91362
ADELANTE COMUNIDAD CONEJO:
Betsy Connolly, Director
P.O. Box 1913
Thousand Oaks, CA 91358
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24.Signatures
This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above as written.
ADELANTE COMUNIDAD
CONEJO
_____________________________
Betsy Connolly, Director
_____________________________
Lynda Karl, President
CITY OF THOUSAND OAKS
_____________________________
Mikey Taylor, Mayor
ATTEST:
_____________________________
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
_____________________________
Andrew P. Powers, City Manager
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APPROVED BY DEPARTMENT HEAD:
_______________________________________
Nader Heydari, PE
Public Works Director
APPROVED AS TO FORM:
Office of the City Attorney
_______________________________
Tracy Friedl, Assistant City Attorney
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EXHIBIT 1
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EXHIBIT 2
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