HomeMy WebLinkAboutReso - CC - 060-20231
RESOLUTION NO. 060-2023
RESOLUTION AUTHORIZING TWO MEMORANDA OF UNDERSTANDING FOR A
MULTIJURISDICTIONAL ENVIRONMENTAL JUSTICE ELEMENT PROJECT
BETWEEN THE CITY OF BURLINGAME AND (1) THE COUNTY OF SAN MATEO
AND (2) THE CITY OF EAST PALO AS AGENCY PARTICIPANTS AND
AUTHORIZING $146,636 OF FUNDING FOR THE PROJECT
WHEREAS, the cities and towns and in San Mateo County and the County of San
Mateo have a strong history of collaboration and resource sharing on various planning
studies and initiatives, including this initiative to participate in a Multi-Jurisdictional
Environmental Justice Element Project (“PROJECT”), a collaborative effort coordinated by
21 Elements; and
WHEREAS, in response to Senate Bill 1000 (SB 1000), local agencies are required
to adopt and/or update an Environmental Justice Element by identifying and partnering with
disadvantaged communities that are disproportionately impacted by environmental
pollution and other hazards that lead to negative health outcomes and environmental
degradation, working with them to identify objectives and policies to reduce those impacts
and create healthier, more equitable communities; and
WHEREAS, the purpose of this PROJECT is to address the legal requirements of
Environmental Justice Elements and SB 1000 by sharing analysis and resources for
greater efficiency for the three jurisdictions participating in this collaborative effort, including
the City of Burlingame, the City of East Palo Alto, and the County of San Mateo; and
WHEREAS, through a competitive RFP process facilitated by 21 Elements,
PlaceWorks (“CONTRACTOR”) was chosen as the firm to provide consulting services for
the outreach, analysis, and planning associated with the PROJECT, and the consulting firm
of Community Planning Collaborative, under contract to provide technical assistance to 21
Elements, will serve as a project manager (“PROJECT MANAGER”) for the duration of the
PROJECT; and
WHEREAS, the City of Burlingame will serve as fiscal agent for the PROJECT and
will enter into contracts with PlaceWorks, Inc. and Community Planning Collaborative and
oversee the payment of invoices on behalf of the participating agencies; and
WHEREAS, each participating agency will enter into a Memorandum of
Understanding with the City of Burlingame outlining the roles of each participating agency,
the consultants, and the funding obligations for the PROJECT.
DocuSign Envelope ID: 72BCEE96-8B4D-43A3-8C06-E6F3ED870850
2
NOW, THEREFORE, BE IT RESOLVED AND ORDERED:
1. The City of Burlingame City Council hereby authorizes the City Manager to execute
Memoranda of Understanding, in the form attached hereto, with both the City of East
Palo Alto and the County of San Mateo to collaborate on the Multijurisdictional
Environmental Justice Element Project and to enter into Professional Service
Agreements for consultant support from PlaceWorks, Inc. and Community Planning
Collaborative for the term of June 1, 2023 through May 31, 2025, with a total project
cost of $624,379 (inclusive of a 5% contingency) and the total obligation for the City
of Burlingame not to exceed $146,636.
2. The City Manager, in consultation and with agreement between the City and other
participants, is authorized to make minor changes to the MOUs that may be
necessary to ensure consistency, accuracy and clarification across all of the
participating jurisdictions.
3. The City Clerk is directed to attest to the signature of the City Manager upon
execution of the Professional Services Agreements and MOUs.
______________________________________
Michael Brownrigg, Mayor
I, Meaghan Hassel-Shearer, City Clerk of the City of Burlingame, certify that the
foregoing resolution was introduced at a regular meeting of the City Council, held on the
15th day of May, 2023, and was adopted thereafter by the following vote:
AYES: Councilmembers: BEACH, BROWNRIGG, COLSON, ORTIZ, STEVENSON
NOES: Councilmembers: NONE
ABSENT: Councilmembers: NONE
______________________________________
Meaghan Hassel-Shearer, City Clerk
DocuSign Envelope ID: 72BCEE96-8B4D-43A3-8C06-E6F3ED870850
2635 Benvenue Ave
Berkeley, CA 94704
info@planningcollaborative.com | planningcollaborative.com
April 17, 2023
Joseph Sanfilippo, Economic Development & Housing Specialist
City of Burlingame
Community Development Department – Planning Division
501 Primrose Road
Burlingame, CA 94010
Subject: Project Management – Collaborative Development of Environmental Justice Elements for the
Cities of Burlingame and East Palo Alto and the County of San Mateo
We are pleased to provide this proposal for continued project management services for the collaborative
work between Burlingame, East Palo Alto and County of San Mateo to develop Environmental Justice
Elements and General Plan policies consistent with SB 1000 and community goals.
Over the past year, Community Planning Collaborative (formerly Baird + Driskell Community Planning) has
served as convenor, facilitator and project manager for the interested jurisdictions in 21 Elements for this
collaborative effort. To date, our role as project manager has been through our role as lead consultant for
the 21 Elements Project. 21 Elements was originally created to assist San Mateo County jurisdictions (20
cities and the county) with required Housing Element updates and has now expanded to assist with other
General Plan element updates. With the selection of PlaceWorks, Inc. as the lead consultant for
undertaking the scope of work we developed, there is still the need to provide oversight and management
of the collaborative effort over the duration of the project rather than rely on you and the Burlingame team
to shoulder that responsibility.
The attached scope of work outlines our roles and responsibilities for the project and the associated cost
budget. This includes convening and facilitating joint meetings of the three jurisdictions; providing
preliminary review and direction for PlaceWorks on all process and product components; reviewing public
outreach and engagement materials and other deliverables; monitoring and providing updates on budget
and deliverable requirements to each jurisdiction; and preparing documents for staff for their
communications to Planning Commissions and elected bodies.
As a Principal, David Driskell is authorized to bind CPC to the contents of this submittal and to negotiate
contracts on behalf of CPC. We propose to have Cathy Capriola serve as Project Manager for this effort,
helping to ensure close coordination between the work in developing effective Environmental Justice
elements in conjunction with the collaborative work she is also helping manage for Safety Elements.
Please contact me if you have any questions.
Sincerely,
David Driskell, Principal
david@planningcollaborative.com / 607.227.0327
info@planningcollaborative.com
SCOPE OF WORK
Joint Development of Environmental Justice Elements for Burlingame, East Palo Alto and
County of San Mateo
Contractor shall serve as PROJECT MANAGER for the collaborative Environmental Justice Element project
on behalf of and in partnership with the cities of Burlingame and East Palo Alto and County of San Mateo,
with responsibility for the following tasks:
1. Joint Steering Committee – Coordinate, facilitate and communicate with the agencies individually
and together as a Joint Steering Committee throughout the project. Lead the Steering Committee
and serve as its primary point of contact. Ensure meetings of the Steering Committee provide
opportunities to share information, provide feedback at key points in the process, discuss options
and opportunities for community engagement, and review approaches to addressing key
environmental justice issues. Review meeting materials prepared by PlaceWorks Team before
distribution to the Committee members and partner with them in developing meeting agendas. After
each meeting, prepare and distribute a high-level summary of key points, action items, decisions, and
next steps.
2. Project Management – Monitor and oversee the overall project per the executed contract with
PlaceWorks. Ensure timeline and project deliverables are met in a timely manner and at the quality
expectation of the project.
3. Reporting and Agency Communication – Conduct quarterly check-in meetings with each
participating agency and ensure concerns, ideas or issues are reviewed and resolved with the
PlaceWorks Team. Prepare quarterly project progress reports regarding status of the project, overall
progress on budget, and update on individual agency costs to date.
4. Invoice Review and Budget Monitoring – Review submitted invoices by PlaceWorks; monitor and
track invoices and submitted charges against the overall approved budget for the project as a whole
and for each jurisdiction. Communicate with City of Burlingame as fiscal agent on monthly invoices
and provide updates to the Steering Committee as a whole and individual jurisdictions as needed.
5. Coordination with Lead Environmental Justice Element Consultant (PlaceWorks) and CBOs –
Coordinate on a regular basis with PlaceWorks on project process, deliverables, and community
outreach, including coordination with Climate Resilient Communities and other Community-Based
Organizations engaged in the outreach and engagement work to ensure close coordination with
jurisdiction partners. Provide guidance and conduct outreach to individual jurisdictions or the
Steering Committee as a whole as needed.
6. Coordination with Safety Element Collaborative – Coordinate as needed between the work program
and tasks of the Safety Element Collaborative and Environmental Justice team, especially in relation
to community outreach and engagement to help ensure an effective and efficient engagement
process and overall coordinated work efforts.
7. Work Product Review – Review all public engagement tools and products in a comprehensive
manner. Review technical work products at a higher level focused on clarity and broad objectives
info@planningcollaborative.com
with the detailed review to be completed by the individual agencies based on their specific
knowledge and expertise.
8. Staff Reports and Adoption Resolutions – Prepare staff reports and enacting resolutions at the
completion of the project for adoption of the completed Environmental Justice Elements by each
jurisdiction.
9. Community Outreach Activities – Participate in occasional community outreach activities, such as
the community workshops, to monitor outcomes and to understand the key community issues within
the Environmental Justice Element processes.
10. Responses to Requests from Individual Jurisdictions -- Provide easy and direct access for jurisdiction
staff to ask questions, distribute information, query other jurisdictions, obtain updated information
on State laws and particular items of importance, etc.
FEE PROPOSAL
Contractor shall submit monthly invoices for services rendered during the prior month to
jsanfilippo@burlingame.org, identifying the specific work completed, the contract do-not-exceed amount,
and the amount remaining unspent under this Agreement. The invoice shall be based on the fee schedule
and terms set forth in the table below which identify the overall budget and distribution of total hours by
task. Modifications to the estimated billing amounts by task may be made, without amendment to this
Agreement, through consultation between the Director of Community Development or designee and
Contractor followed by written authorization from the Director of Community Development or designee.
City shall pay Contractor within thirty (30) business days of receipt of a satisfactory invoice.
In no event shall total payment for services under this Agreement exceed fifty-four thousand dollars
($54,000) without a written amendment signed by both parties.
The hourly rate for this project is $200 per hour.
Hours Costs
Steering Committee Coordination 40 $ 8,000
Coordination Meetings with Fiscal Agent and Individual
Jurisdictions, including Quarterly Check-ins
36 $ 7,200
Coordination Meetings with EJ Element Consultant Team,
including subconsultants
44 $ 8,800
Participation in Community Engagement events 24 $ 4,800
Coordination with Safety Element work effort 20 $ 4,000
Monthly Invoice Review 36 $ 7,200
Review of Work Products & Community Engagement 40 $ 8,000
Preparation of Final Staff Report and Resolutions 10 $ 2,000
Sub-Total 250 $ 50,000
Contingency 20 $ 4,000
TOTAL 270 $ 54,000
info@planningcollaborative.com
COST SHARING
The table below summarizes the cost sharing between the three jurisdictions for this scope of work and
cost schedule:
JURISDICTION COST SHARE
Burlingame (24%) $ 12,960
East Palo Alto (32%) $ 17,280
San Mateo County (40%) $ 23,760
TOTAL $ 54,000
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MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF BURLINGAME COMMUNITY DEVELOPMENT DEPARTMENT
AND THE COUNTY OF SAN MATEO FOR THE
MULTI-JURISDICTIONAL ENVIRONMENTAL JUSTICE ELEMENT PROJECT
This Memorandum of Understanding (“MOU”), effective the 1st day of June, 2023 is entered
into by and between the City of Burlingame Community Development Department (“City”) and
the County of San Mateo (“Agency”), together referred to herein as the "Parties."
WHEREAS, the cities, towns, and County in San Mateo have a strong history of
collaboration and resource sharing on various planning studies and initiatives, including this
initiative to participate in a Multi-Jurisdictional Environmental Justice Element Project
(“Project”), a collaborative effort coordinated by 21 Elements; and
WHEREAS, Senate Bill 1000 (SB 1000), requires that jurisdictions with
disadvantaged communities either include an environmental justice element in their general
plan or incorporate environmental justice goals, policies, and objectives throughout other
general plan elements; and
WHEREAS, the purpose of this Project is to address the legal requirements of SB
1000 by sharing analysis and resources for greater efficiency for the three jurisdictions
participating in this collaborative effort, including the City of Burlingame, City of East Palo
Alto, and County of San Mateo; and
WHEREAS, through a competitive RFP process facilitated by the City of Burlingame,
PlaceWorks (“Contractor”) was chosen as the firm to provide consulting services for the
outreach, analysis and planning associated with the Project; and
WHEREAS, Community Planning Collaborative, the consulting firm for the 21
Elements Project, has served as the project manager (“Project Manager”) for this
collaborative effort through initial formation and the RFP process to ensure the voice of
each participating agency is heard and their needs addressed; and
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WHEREAS, Community Planning Collaborative will continue to serve as the Project
Manager for the collaborative effort for the duration of the Project; and
WHEREAS, the City of Burlingame will serve as fiscal agent for the Project and will
enter into contracts with PlaceWorks, Inc. and Community Planning Collaborative and
oversee the payment of invoices on behalf of the participating agencies; and
WHEREAS, each participating agency will enter into a Memorandum of Understanding
with the City of Burlingame outlining the roles of each participating agency, the consultants,
and the funding obligations for the Project.
NOW, THEREFORE, BE IT RESOLVED that the City and Agency agree as follows:
I. PURPOSE
The purpose of this MOU is to memorialize the understanding between the City and
Agency that (1) the Agency wishes to participate in the Multi-Jurisdictional
Environmental Justice Element Project, (2) the Agency wishes to utilize the Contractor
and Project Manager as the consulting team, and (3) the City is serving as a fiscal agent
to facilitate the Project.
II. EXHIBITS
The following exhibits are attached to this Agreement and incorporated into this
Agreement by this reference:
Exhibit A – PlaceWorks Work Program and Cost Proposal
Exhibit B – Community Planning Collaborative Scope of Work and Cost
Proposal
Exhibit C – Project Budget and Agency Costs
III. ROLES AND RESPONSIBILITIES
a. The City will serve as the Fiscal Agent for the project and enter into contracts with
Contractor and Project Manager. All payments and invoices will be reviewed and
paid on behalf of the participating agencies to the consultants.
b. The Agency will provide funding as outlined in Exhibit C for the Project and will
participate in obligations outlined in the Work Program, including participating in the
overall plan development and implementation.
c. Community Planning Collaborative will serve as Project Manager and will manage
and implement all aspects of the Project, in accordance with the Work Program set
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forth in Exhibit B.
d. Placeworks will serve as the consultant to carry out aspects of the Project as the
Contractor, in accordance with the Work Program set forth in Exhibit A.
IV. FUNDING AND METHOD OF PAYMENT
a. Agency agrees to pay the City for the Agency’s portion of Project costs (set forth in
Exhibit C) within 60 days of execution of this MOU. Alternatively, Agency may split
their contribution over two fiscal years.
1. The Contractor will submit invoices to Project Manager on a monthly basis for
Project activities. A brief narrative progress report shall be included with each
invoice.
2. The Project Manager will submit invoices to the City on a monthly basis for
Project activities.
3. The City and Project Manager will provide a quarterly accounting of invoices,
charged, and remaining funds for each of the Parties. A final accounting will be
submitted to all Parties with any remaining funds returned or an additional
invoice if required.
a. The City agrees that it will not be entitled to reimbursement of its costs incurred
while performing its obligations as set forth in Section III, Roles and
Responsibilities.
b. In the event that the actual costs of completing the Project Work Program and
Scope of Work, as set forth in Exhibits A and B, exceed the budget as outlined in
Exhibit C (including the contingency budget amounts), the Parties, including the
City and Agency, will confer and agree either to reduce the Project Work Program
and/or to provide additional funding based on mutual agreement s in writing. All
Parties agree to use best efforts in such case to reach agreement without causing a
Project delay.
V. TERM
This MOU shall remain in effect from June 1, 2023 to June 1, 2025, unless terminated
sooner pursuant to Section XIV.
VI. AMENDMENTS
The Agency contact, or his/her designee, is authorized to make minor modifications
within the work program and the scopes of work in Exhibits A and B to respond to
necessary changes as the Project evolves as long as the scope of the Project does not
extend beyond the approved total cost estimate in Exhibit C. Such minor modifications
to the scopes of work shall be documented in writing, but shall not require an
amendment to this MOU. This MOU can be amended, modified, or supplemented only in
writing(s) signed by both Parties. No oral understanding or agreement not incorporated
herein will be binding on either of the Parties.
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VII. INDEMNIFICATION
a. Each of the Parties will indemnify, hold harmless and defend the other Party and its
directors/councilmembers, officers, employees and agents (collectively,
"Indemnitees") against all liability, claims, suits, actions, costs or expenses arising
from loss of or damage to property, and injuries to or death of any person
(including but not limited to the property or employees of each Party) when arising
out of or resulting from any act or omission by the indemnifying Party, its agents,
employees, contractors or subcontractors in connection with any aspect of the
Project, including Project design, construction and/or maintenance.
b. Each of the Parties will also fully release, indemnify, hold harmless and defend the
other Party and Indemnitees from and against any and all claims or suits that may
be brought by any of the Indemnifying Party’s contractors or subcontractors
performing work in connection with or related to the Project.
c. The indemnifying Party’s obligation to defend includes the payment of all
reasonable attorneys' fees and all other costs and expenses of suit, and if any
judgment is rendered, or settlement entered, against any Indemnitee, the
indemnifying Party must, at its expense, satisfy and discharge the same.
Indemnitees may require the indemnifying Party to obtain counsel satisfactory to
the Indemnitees.
d. In the event of concurrent negligence (or intentional/reckless acts) of City and/or its
officers and employees, on the one hand, and Agency and/or its officers,
employees, agents, and servants, on the other hand, then the liability for any and
all claims for injuries or damage to persons and/or property which arise out of
terms and conditions of this MOU shall be apportioned according to the California
theory of comparative fault.
e. This indemnification will survive termination or expiration of this MOU.
VIII. NOTICES
a. All notices and communications deemed by either party to be necessary or
desirable must be in writing and may be given by personal delivery to a
representative of the other party or by mailing the same, postage prepaid,
addressed as follows:
If to the CITY:
City of Burlingame Community Development Department
501 Primrose Road
Burlingame, CA 94010
Joseph Sanfilippo, Economic Development and Housing Specialist
650.558.7264; jsanfilippo@burlingame.org
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If to the AGENCY:
San Mateo County Planning & Building Department
455 County Center
2nd Floor
Redwood City, CA 94063
Steve Monowitz, Director of Community Development
650/363-1861; smonowitz@smcgov.org
b. The address to which mailings may be made may be changed from time to time by
notice mailed as described above. Any notice given by mail will be deemed given
on the day after that on which it is deposited in the United States Mail as provided
above.
IX. INDEPENDENT CONTRACTOR
The Parties agree and understand that the work/services performed by either of the
Parties or any consultant retained by either of the Parties under this MOU are performed
as independent contractors and not as employees or agents of the other party. Nothing
herein will be deemed to create any joint venture between the City and Agency.
X. SUCCESSORS AND ASSIGNS
Neither party will assign, transfer, or otherwise substitute its interest in this MOU, nor its
obligations, without the prior written consent of the other Party. All obligations created
under this MOU will be binding on, and the rights established herein will inure to the
benefit of, any successors or assigns of the Parties.
XI. COMPLIANCE
The Parties must comply with any and all laws, statues, ordinances, rules, regulations, or
requirements of the federal, state, and local governments, and any agency thereof,
which relate to or in any manner affect the performance of this MOU.
XII. DISPUTE RESOLUTION
The Parties agree to work together in good faith to resolve any dispute arising from this
MOU and agree to refer any dispute not resolved within 30 days to the City’s Community
Development Director and Agency’s Community Development Director for resolution. In
the event resolution cannot be reached, the Parties may submit the dispute to mediation
by a neutral party mutually agreed to by the Parties prior to initiating any formal action in
court.
XIII. TERMINATION
Either Party may terminate this MOU with or without cause upon thirty (30) days' prior
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written notice. If either Party terminates this MOU with or without cause, the Agency will
be responsible for its pro rata share of costs incurred by the City up through the effective
date of termination.
XIV. SEVERABILITY
If any provision of this MOU is be deemed invalid or unenforceable by a court of
competent jurisdiction, that provision will be reformed and/or construed consistently with
applicable law as nearly as possible to reflect the original intentions of this MOU; and in
any event, the remaining provisions of this MOU will remain in full force and effect.
XV. GOVERNING LAW
This MOU will be governed by the laws of the State of California as applied to contracts
that are made and performed entirely in California.
XVI. NO WAIVER
No waiver of any default or breach of any covenant of this MOU by either party will be
implied from any omission by either party to take action on account of such default if
such default persists or is repeated. No express waiver will affect any default not
specified in the waiver, and the waiver will be operative only for the time or extent
stated. The consent or approval by either party to or of any act by either party requiring
further consent or approval will not be deemed to waive or render unnecessary consent
or approval to any subsequent, similar acts.
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IN WITNESS WHEREOF, the parties have executed this MOU as follows:
COUNTY OF SAN MATEO
By: ____________________________
David Pine, President, Board of
Supervisors, County of San Mateo
ATTEST:
By: _______________________________
Michael Callagy, Clerk of Said Board
APPROVED AS TO FORM:
By: ____________________________
Melissa Andrikopoulos, Deputy County
Attorney
CITY OF BURLINGAME
COMMUNITY DEVELOPMENT
DEPARTMENT
By: ____________________________
Michael Brownrigg, Mayor
By: _______________________________
Lisa Goldman, City Manager
ATTEST:
By: _______________________________
Meaghan Hassel-Shearer, City Clerk
APPROVED AS TO FORM:
By: ____________________________
Michael Guina, City Attorney
EXHIBIT A
PlaceWorks WORK PROGRAM and COST PROPOSAL
EXHIBIT B
Community Planning Collaborative Scope of Work
EXHIBIT C
PROJECT BUDGET and AGENCY COSTS
For a breakdown of the Work Program budget by task, see Table 1 on page 35 of the Work
Program (Exhibit A). For a breakdown of the Work Program budget by task and Jurisdiction,
see Table 2 on page 36 of the Work Program (Exhibit A).
PROJECT COST for COUNTY OF SAN MATEO
ENVIRONMENTAL JUSTICE ELEMENT CONSULTANT TEAM –
PLACEWORKS + CLIMATE RESILIENCT COMMUNITIES
$238,632
PROJECT MANAGER – COMMUNITY PLANNING COLLABORATIVE
@ 10%
$23,760
General Contingency $6,896
TOTAL COST $269,288
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MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF BURLINGAME COMMUNITY DEVELOPMENT DEPARTMENT
AND THE CITY OF EAST PALO ALTO FOR THE
MULTI-JURISDICTIONAL ENVIRONMENTAL JUSTICE ELEMENT PROJECT
This Memorandum of Understanding (“MOU”), effective the 1st day of June 2023 is entered
into by and between the City of Burlingame Community Development Department (“CITY”) and
the City of East Palo Alto (“AGENCY”), together referred to herein as the "PARTIES."
WHEREAS, the cities, towns and County in San Mateo have a strong history of
collaboration and resource sharing on various planning studies and initiatives, including this
initiative to participate in a Multi-Jurisdictional Environmental Justice Element PROJECT
(“PROJECT”), a collaborative effort coordinated by 21 Elements; and
WHEREAS, Senate Bill 1000 (SB1000), requires that jurisdictions with disadvantaged
communities either include an environmental justice element in their general plan or
incorporate environmental justice goals, policies, and objectives throughout other general plan
elements; and
WHEREAS, the purpose of this PROJECT is to address the legal requirements of SB
1000 by sharing analysis and resources for greater efficiency for the three jurisdictions
participating in this collaborative effort;, including the City of Burlingame, City of East Palo Alto,
and County of San Mateo; and
WHEREAS, through a competitive RFP process facilitated by the City of Burlingame,
PlaceWorks (“CONTRACTOR”) was chosen as the firm to provide consulting services for the
outreach, analysis and planning associated with the PROJECT; and
WHEREAS, Community Planning Collaborative, the consulting firm for the 21 Elements
Project, has served as the project manager (“PROJECT MANAGER”) for this collaborative
effort through initial formation and the RFP process to ensure the voice of each participating
agency is heard and their needs addressed; and
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WHEREAS, Community Planning Collaborative will continue to serve as the PROJECT
MANAGER for the collaborative effort for the duration of the Project; and
WHEREAS, the City of Burlingame will serve as fiscal agent for the Project and will
enter into contracts with PlaceWorks, Inc. and Community Planning Collaborative and oversee
the payment of invoices on behalf of the participating agencies; and
WHEREAS, each participating agency will enter into a Memorandum of Understanding
with the City of Burlingame outlining the roles of each participating agency, the consultants,
and the funding obligations for the Project;
NOW, THEREFORE, BE IT RESOLVED that the CITY and AGENCY agree as follows:
I. PURPOSE
The purpose of this MOU is to memorialize the understanding between the CITY and
AGENCY that (1) the Agency wishes to participate in the Multi-Jurisdictional Environmental
Justice Element Project, (2) the Agency wishes to utilize the CONTRACTOR and PROJECT
MANAGER as the consulting team, and (3) the CITY is serving as a fiscal agent to facilitate
the PROJECT.
II. EXHIBIT AND ATTACHMENTS
The following exhibits and attachments are attached to this Agreement and incorporated
into this Agreement by this reference:
Exhibit A – PlaceWorks Work Program and Cost Proposal
Exhibit B – Project Management Scope and Fee from Community Planning
Collaborative
Exhibit C – Project Budget and Agency Costs
III. ROLES AND RESPONSIBILITIES
A. The CITY will serve as the Fiscal Agent for the project and enter into contract s with
CONTRACTOR and PROJECT MANAGER. All payments and invoices will be
reviewed and paid on behalf of the participating agencies to the consultants.
B. The AGENCY will provide funding as outlined in Exhibit C for the PROJECT and will
participate in obligations outlined in the WORK PROGRAM, including participating in
the overall plan development and implementation.
C. Community Planning Collaborative through 21 Elements will serve as PROJECT
MANAGER and will manage and implement all aspects of the PROJECT, in
accordance with the WORK PROGRAM set forth in Exhibit B.
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D. Placeworks will serve as the consultant team to carry out any or all aspects of the
PROJECT as the CONTRACTOR, in accordance with the Work Program set forth in
Exhibit A.
IV. FUNDING AND METHOD OF PAYMENT
A. AGENCY agrees to pay the CITY for the prescribed AGENCY portion (Exhibit C) within
60 days of the executed MOU. An AGENCY will have the option to split their
contribution over two fiscal years if necessary.
1. The CONTRACTOR will submit invoices to PROJECT MANAGER on a
monthly basis for PROJECT activities. A brief narrative progress report shall
be included with each invoice.
2. The PROJECT MANAGER will submit invoices to the CITY on a monthly
basis for PROJECT activities.
3. The CITY and PROJECT MANAGER will provide a quarterly accounting of
invoices, charged and remaining funds for each of the PARTIES. A final
accounting will be submitted to all PARTIES with any remaining funds
returned or an additional invoice if required.
B. The CITY agrees that it will not be entitled to reimbursement of its costs incurred
while performing its obligations as set forth in Section III, Roles and Responsibilities.
C. In the event that the actual costs of completing the PROJECT Work Program, as set
forth in Exhibit A, exceed the budget as outlined in Exhibit C (including the
contingency budget amounts), the PARTIES, including the CITY and AGENCY, will
confer and agree either to reduce the PROJECT Work Program and/or to provide
additional funding based on mutual agreement s in writing. All PARTIES agree to use
best efforts in such case to reach agreement without causing a PROJECT delay.
V. TERM
This MOU shall remain in effect from June 1, 2023 to June 1, 2025, unless terminated sooner
pursuant to Section XIV.
VI. AMENDMENTS
The AGENCY contact, or his/her designee, is authorized to make minor modifications within
the work program and the scope of work in Exhibits A and B to respond to necessary
changes as the project evolves as long as the scope of the project does not extend beyond
the approved total cost estimate in Exhibit C. Such minor modifications to the scopes of work
shall be documented in writing, but shall not require an amendment to this MOU. This MOU
can be amended, modified, or supplemented only in writing(s) signed by both PARTIES. No
oral understanding or agreement not incorporated herein will be binding on either of the
PARTIES.
VII. INDEMNIFICATION
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a. It is agreed that Agency shall defend, hold harmless, and indemnify the City of
Burlingame and its officers, employees, agents, and servants from any and all
claims, suits, or actions of every name, kind, and description brought by a third party
which arise out of the terms and conditions of this MOU (collectively, “Claims”);
provided that such Claims are the direct result from the acts or omissions of Agency
and/or its officers, employees, agents, and servants.
b. Agency shall defend, hold harmless, and indemnify the City of Burlingame from and
against any and all claims for wages, salaries, benefits, taxes, and al l other
withholdings and charges payable to, or in respect to, Agency’s representatives for
services provided under this MOU.
c. It is agreed that the City of Burlingame shall defend, save harmless, and indemnify
Agency and its officers, employees, agents, and servants from any and all claims,
suits, or actions of every name, kind, and description brought by a third party which
arise out of the terms and conditions of this MOU and which result from the acts or
omissions of City of Burlingame and/or its officers and employees, agents and
servants.
d. The duty of each party to defend, hold harmless, and indemnify the other as set
forth herein shall include the duty to defend as set forth in Section 2778 of the
California Civil Code.
e. In the event of concurrent negligence (or intentional/reckless acts) of City of
Burlingame and/or its officers and employees, on the one hand, and Agency and/or
its officers, employees, agents, and servants, on the other hand, then the liability for
any and all claims for injuries or damage to persons and/or property which arise out
of terms and conditions of this MOU shall be apportioned according to the California
theory of comparative fault.
f. This indemnification will survive termination or expiration of this MOU.
VIII. NOTICES
A. All notices and communications deemed by either party to be necessary or desirable
must be in writing and may be given by personal delivery to a representative of the
other party or by mailing the same, postage prepaid, addressed as follows:
If to the CITY:
City of Burlingame Community Development Department
501 Primrose Road
Burlingame, CA 94010
Joseph Sanfilippo, Economic Development and Housing Specialist
650.558.7264; jsanfilippo@burlingame.org
If to the AGENCY:
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City of East Palo Alto
1960 Tate Street
East Palo Alto, CA 94303
Salifu Yakubu, Senior Planner
650.380.3712/ syakubu@cityofepa.org
B. The address to which mailings may be made may be changed from time to time by
notice mailed as described above. Any notice given by mail will be deemed given on
the day after that on which it is deposited in the United States Mail as provided
above.
IX. INDEPENDENT CONTRACTOR
The PARTIES agree and understand that the work/services performed by either of the
PARTIES or any consultant retained by either of the PARTIES under this MOU are performed
as independent contractors and not as employees or agents of the other party. Nothing
herein will be deemed to create any joint venture between the CITY and AGENCY.
X. SUCCESSORS AND ASSIGNS
Neither party will assign, transfer, or otherwise substitute its interest in this MOU, nor its
obligations, without the prior written consent of the other PARTY. All obligations created
under this MOU will be binding on, and the rights established herein will inure to the benefit
of, any successors or assigns of the PARTIES.
XI. COMPLIANCE
The PARTIES must comply with any and all laws, statues, ordinances, rules, regulations, or
requirements of the federal, state, and local governments, and any agency thereof, which
relate to or in any manner affect the performance of this MOU.
XII. DISPUTE RESOLUTION
The PARTIES agree that any dispute arising from this MOU that is not resolved within 30
days by the PARTIES’ representatives responsible for the administration of this MOU will be
set forth in writing to the attention of the CITY’s Community Development Director for
resolution. In the event resolution cannot be reached, the PARTIES may submit the dispute
to mediation by a neutral party mutually agreed to by the PARTIES prior to initiating any
formal action in court.
XIII. TERMINATION
Either PARTY may terminate this MOU with or without cause upon thirty (30) days' prior
written notice. If either PARTY terminates this MOU with or without cause, the AGENCY will
be responsible for its pro rata share of costs incurred by the CITY up through the effective
date of termination.
XIV. SEVERABILITY
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If any provision of this MOU is be deemed invalid or unenforceable by a court of competent
jurisdiction, that provision will be reformed and/or construed consistently with applicable law
as nearly as possible to reflect the original intentions of this MOU; and in any event, the
remaining provisions of this MOU will remain in full force and effect.
XV. GOVERNING LAW
This MOU will be governed by the laws of the State of California as applied to contracts that
are made and performed entirely in California.
XVI. NO WAIVER
No waiver of any default or breach of any covenant of this MOU by either party will be implied
from any omission by either party to take action on account of such default if such default
persists or is repeated. No express waiver will affect any default not specified in the waiver,
and the waiver will be operative only for the time or extent stated. The consent or approval by
either party to or of any act by either party requiring further consent or approval will not be
deemed to waive or render unnecessary consent or approval to any subsequent, similar acts.
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IN WITNESS WHEREOF, the parties have executed this MOU as follows:
CITY OF EAST PALO ALTO
By: ____________________________
[insert name, Mayor]
ATTEST:
By:_________________________________
[insert name, Title]
APPROVED AS TO FORM:
By: ____________________________
[insert name, Agency Attorney]
CITY OF BURLINGAME
COMMUNITY DEVELOPMENT
DEPARTMENT
By: ____________________________
Michael Brownrigg, Mayor
By:________________________________
Lisa Goldman, City Manager
ATTEST:
By:________________________________
Meaghan Hassel-Shearer, City Clerk
APPROVED AS TO FORM:
By: ____________________________
Michael Guina, City Attorney
EXHIBIT A
WORK PROGRAM and COST PROPOSAL
from PlaceWorks and Climate Resilient Communities
EXHIBIT B
PROJECT MANAGEMENT SCOPE and FEE
from Community Planning Collaborative
EXHIBIT C
PROJECT BUDGET and AGENCY COSTS
For a breakdown of the PlaceWorks Work Program budget by task, see Table 1 on page 35
of Exhibit A).
PROJECT COST for EAST PALO ALTO
ENVIRONMENTAL JUSTICE ELEMENT CONSULTANT TEAM –
PLACEWORKS + CLIMATE RESILIENCT COMMUNITIES
EPA Share of Total Contract $167,622
EPA CEQA Contingency $7,700
SUBTOTAL $175,322
PROJECT MANAGER – COMMUNITY PLANNING COLLABORATIVE
@ 10%
$17,280
General Contingency @ 5% $9,630
TOTAL COST $202,368