1 MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF ATHERTON, CITY OF BRISBANE, CITY OF
BURLINGAME, TOWN OF COLMA, CITY OF EAST PALO ALTO, CITY OF HALF
MOON BAY, CITY OF HILLSBOROUGH, CITY OF MENLO PARK, CITY OF
MILLBRAE, CITY OF PACIFICA, CITY OF SAN CARLOS, CITY OF SOUTH SAN
FRANCISCO, TOWN OF WOODSIDE, CITY OF SAN MATEO, CITY OF REDWOOD
CITY, AND THE COUNTY OF SAN MATEO TO DEVELOP A COMPOST QUALITY
IMPROVEMENT CAMPAIGN
THIS MEMORANDUM OF UNDERSTANDING (MOU), entered into as of the date by which all parties have executed the agreement, by and between the County of San Mateo, hereinafter called "the County" and the City of Atherton, City of Brisbane, City of Burlingame, Town of Colma, City of East Palo Alto, City of Half Moon Bay, City of Hillsborough, City of Menlo Park, City of Millbrae, City of Pacifica, City of San Carlos, City of South San Francisco, Town of Woodside, City of San Mateo, and the City of Redwood City, hereinafter called "the Jurisdictions";
W I T N E S S E T H:
WHEREAS, the County and the Jurisdictions are implementing the mandates of the California Code of Regulations, Title 14, Division 7, Chapter 12 Short-Lived Climate Pollutants (SB 1383); and
WHEREAS, SB 1383 mandates the County and Jurisdictions collectively procure thousands of tons of recovered organic waste products such as compost annually; and WHEREAS, the compost produced from the County’s and Jurisdictions’ residential and commercial organic waste collection programs is the most accessible and affordable for the County and Jurisdictions to procure in order to meet the SB 1383 procurement mandate; and WHEREAS, the compost produced from the County’s and Jurisdictions’ residential and commercial organic waste collection programs is contaminated with plastic, glass, and other material, limiting the County’s and Jurisdictions’ potential use of this product; and WHEREAS, the County and Jurisdictions have each received grant funding from the California Department of Resources Recycling and Recovery (CalRecycle) under the SB 1383 Local Assistance Grant Program and wish to use a portion of this funding to develop the approach and materials for their own compost quality improvement outreach campaign that will improve the quality of compost produced from organics waste collection programs in place across the county by educating residents about the importance and proper use of organics waste collection programs; and
WHEREAS, to efficiently execute this grant project and support the development of regionally consistent outreach materials, the County and the Jurisdictions are pooling their grant funds to, as a group, develop an outreach campaign approach and template materials, which can then be tailored and deployed as needed by each jurisdiction; and 2 WHEREAS, the County has offered to lead a competitive procurement to identify a contractor to develop a compost quality improvement campaign approach and template materials, execute an agreement with the identified contractor, and oversee the work of this contractor to efficiently execute this project on behalf of the Jurisdictions, and WHEREAS, the County will contribute $29,117.67 towards the project and the Jurisdictions have agreed to contribute a combined total of $144,317.33 of their SB 1383 Local Assistance Grant funds or other funds to the County, as outlined in Exhibit A, towards the development of the compost quality improvement outreach campaign; and
WHEREAS, the County completed the competitive bid process and identified the most qualified bidder, Gigantic Ideas Studio Inc. (Contractor), to develop the compost quality improvement outreach campaign and has executed an agreement with Contractor for this work as outlined in Exhibit B.
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
1. Services to be Performed by the County
A. The County shall oversee, administer, manage, and make all final approvals regarding the agreement with Contractor and the completion of their deliverables as outlined in Exhibit B.
B. No later than April 1, 2024, the County shall invoice each Jurisdiction for their contribution to the outreach campaign project. Each Jurisdictions’ contribution is outlined in Exhibit A.
C. The County shall provide information to Jurisdictions necessary to complete a SB 1383 Local Assistance Grant budget modification form by February 1, 2024. Submitting this request will not change the total amount of any Jurisdictions’ contribution for the outreach campaign contract, and will not change Contractor’s contract, total cost, or deliverables.
Submitting this form to CalRecycle will reallocate all funds the Jurisdictions committed to this project to the “Education” expense category in the CalRecycle Grant Management System. This budget reallocation will simplify the Jurisdiction’s grant expenditure reporting requirements. The budget reallocation approach has been preapproved by CalRecycle, however each jurisdiction must submit a SB 1383 Local Assistance Grant budget modification request to CalRecycle by March 1, 2024.
D. The County shall provide the Jurisdictions guidance for including expenses for the outreach campaign project for the following SB 1383 Local Assistance Grant reports to CalRecycle required of all SB 1383 Local Assistance Grant grantees:
a. Expenditure Itemized Summary #4 due May 23, 2024.
b. Final Report due May 23, 2024.
E. The County shall be responsible for all invoices that Contractor submits for this project after May 2, 2024, and through the end of the agreement with Contractor. 3 2. Tasks to be Completed by the Jurisdictions
A. Jurisdictions shall participate in a working group facilitated by Contractor to support and provide input on the development of the compost quality improvement outreach campaign through the term of the agreement for the outreach campaign project as outlined in Exhibit B.
B. Jurisdictions shall provide Contractor and their subcontractors information regarding their organic waste management systems, agreements, outreach, and contacts as requested by Contractor and their subcontractors to support the development of the compost quality improvement outreach campaign.
C. Jurisdictions shall submit a SB 1383 Local Assistance Grant budget modification form to CalRecycle with information provided by the County by March 1, 2024.
D. Jurisdictions shall process and pay in full all invoices submitted to them by the County for their contribution to this outreach campaign project no later than May 2, 2024.
E. Each Jurisdiction shall be responsible for completing and submitting their own SB 1383 Local Assistance Grant reports to CalRecycle with information about this outreach campaign project consistent with the guidance provided by the County.
F. Jurisdictions shall be responsible for returning to CalRecycle any of their SB 1383 Local Assistance Grant funds that are not spent by the Jurisdiction by May 2, 2024, the end of the SB 1383 Local Assistance Grant term.
3. Consideration
The benefit of this MOU to the Jurisdictions is that it alleviates the need for staff, labor, administration, and record keeping necessary to carry out a project they have received grant funding for from CalRecycle through the SB 1383 Local Assistance Grant program.
The benefit of this MOU to both the County and the Jurisdictions is that this approach will create one uniform, standardized, and coordinated messaging campaign throughout San Mateo County to improve the quality of compost the County and Jurisdictions may procure to comply with their SB 1383 procurement mandates.
4. Relationship of Parties
It is expressly understood that this is an agreement between the independent entities, the County and the Jurisdictions, and that no individual agency, employee, partnership, joint venture, or other relationship is established by this MOU. The intent by both the County and the Jurisdictions is to create an independent collaborative relationship.
5. Hold Harmless
A. Except as provided in subsection B. below, the Jurisdiction s shall indemnify and save harmless the County and its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description resulting from this Memorandum of Understanding, brought for, or on account of, any of the following:
4 a) Injuries to or death of any person, including the Jurisdiction s or their employees/officers/agents;
b) Damage to any property of any kind whatsoever and to whomsoever belonging; or c) Any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the County and/or its officers, agents, employees, or servants. However, the Jurisdictions’ duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which the County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.
The duty of the Jurisdictions to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code.
B. A party seeking indemnity and defense under this section shall provide the indemnifying and defending party with prompt notice of any claim and give control of its defense and settlement to the indemnifying and defending party. The party seeking indemnity and defense shall also cooperate in all reasonable respects with the indemnifying and defending party, its insurance company, and its legal counsel in its defense of such claim.
The obligation to defend and indemnify pursuant to this section shall not cover any claim in which there is a failure to give the indemnifying and defending party prompt notice, but only to the extent that such lack of notice prejudices the defense of the claim. The indemnifying and defending party may not settle any potential suit hereunder without the other party’s prior written approval, which will not to be unreasonably withheld, conditioned, or delayed. If a party who owes indemnity and defense under this section fails to promptly indemnify and defend a covered claim, the other party shall have the right to defend itself, and in such case, the party owning indemnity and defense shall promptly reimburse the other party for all of its associated costs and expenses.
C. The obligations imposed by this section shall survive termination or expiration of the Memorandum of Understanding.
6. Amendment of MOU and Merger Clause
This MOU constitutes the sole MOU of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date. In the event that any term, condition, provision, requirement or specification set forth in this body of the MOU conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any exhibit and/or attachment to this MOU, the provisions of this body of the MOU shall prevail. Any prior MOU, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and will become effective when signed by all parties.
5 7. Records
The County shall maintain and preserve all records relating to this MOU in its possession and those of any third-party performing work related to this MOU for a period of five (5) years from the termination of this MOU.
8. Assignability
The County shall have the right to assign this MOU or any portion thereof to a third party or subcontract with a third party to perform any act work required under this MOU without the prior written consent of the Jurisdictions.
9. Notices
Any written notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited with the United States Postal Service, postage prepaid, or when transmitted by email communication, addressed:
In the case of the County, to:
Carolyn Bloede, Director
County of San Mateo Office of Sustainability
455 County Center, 4th Floor
Redwood City, CA 94065
Email: [email protected]
In the case of the City of Atherton, to:
George Rodericks, City Manager
Town of Atherton
80 Fair Oaks Lane
Atherton, CA 94027
Email: [email protected]
In the case of the City of Brisbane, to:
Clayton L. Holstine, Director of Public Works/City Engineer City of Brisbane
50 Park Place
Brisbane, CA 94005
Email: [email protected]
In the case of the City of Burlingame, to:
Lisa K. Goldman, City Manager
City of Burlingame
501 Primrose Road
Burlingame, CA 94401
6 Email: [email protected]
In the case of the Town of Colma, to:
Daniel Barros, Town Manager
Town of Colma
1198 El Camino, CA 94404
Email: [email protected]
In the case of the City of East Palo Alto, to:
Melvin Gaines, City Manager
City of East Palo Alto
2415 University Avenue, CA 94303
Email: [email protected] or [email protected]
In the case of the City of Half Moon Bay, to:
Matthew Chidester, City Manager
City of Half Moon Bay
501 Main Street
Half Moon Bay, CA 94019
Email: [email protected]
In the case of the City of Hillsborough, to:
Doug Davis, City Manager
Town of Hillsborough
1600 Floribunda Avenue
Hillsborough, CA 94010
Email: [email protected]
In the case of the City of Menlo Park, to:
Justin Ian Conrad Murphy, City Manager
City of Menlo Park
701 Laurel St
Menlo Park, CA 94025
Email: [email protected]
In the case of the City of Millbrae, to:
Tom Williams, City Manager
City of Millbrae
621 Magnolia Ave.
Millbrae, CA 94030
7 Email: [email protected]
In the case of the City of Pacifica, to:
Kevin Woodhouse, City Manager
City of Pacifica
170 Santa Maria Avenue
Pacifica, CA 94044
Email: [email protected]
In the case of the City of San Carlos, to:
Jeff Maltbie, City Manager
City of San Carlos
600 Elm Street
San Carlos, CA 94070
Email: [email protected]
In the case of the City of South San Francisco, to:
Sharon Ranals, City Manager
City of South San Francisco
550 North Canal Street
South San Francisco, CA 94080
Email: [email protected]
In the case of the Town of Woodside, to:
Kevin Bryant, Town Manager
Town of Woodside
P.O. Box 620005
2955 Woodside Road
Woodside, CA 94062
Email: [email protected]
In the case of the City of San Mateo, to:
Brad Underwood, Public Works Director
City of San Mateo
330 W. 20th Avenue
San Mateo, CA 94403
Email: [email protected]
In the case of the City of Redwood City, to:
8 Melissa Stevenson Diaz, City Manager
City of Redwood City
1017 Middlefield Road
Redwood City, CA 94063
Email: [email protected]
10. Controlling Law and Venue
The validity of this MOU, the interpretation of its terms and conditions, and the performance of the parties hereto shall be governed by the laws of the State of California. Any action brought to enforce this action must be brought in the Superior Court of California in and for the County of San Mateo.
11. Term and Termination
Subject to compliance with the terms and conditions of the MOU, the term of this MOU shall commence on the date of full execution of this MOU. The parties agree that time is of the essence in executing this MOU. Each party shall execute this MOU no later than January 31, 2024. The term of this MOU shall extend through July 30, 2024. This MOU may be terminated without cause by the Jurisdictions or the County’s Director of Office of Sustainability or the Director’s designee at any time upon thirty (30) days written notice to the other parties.
12. Authority
The parties warrant that the signatories to the MOU have the authority to bind their respective entities.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.
CO
UNTY OF SAN MATEO
B
y:____________________________ Date: __________________________ Carolyn Bloede
Director, Office of Sustainability
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his space is intentionally left blank.
9 T
OWN OF ATHERTON
By:____________________________ Date: __________________________ George Rodericks
City Manager, Town of Atherton
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his space is intentionally left blank.
10 CITY OF BRISBANE
By:____________________________ Date: __________________________ Clayton L. Holstine
City Manager, City of Brisbane
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his space is intentionally left blank.
11 CITY OF BURLINGAME
By:____________________________ Date: __________________________ Lisa K. Goldman
City Manager, City of Burlingame
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his space is intentionally left blank.
12 TOWN OF COLMA
By:____________________________ Date: __________________________ Daniel Barros
City Manager, Town of Colma
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13 CITY OF EAST PALO ALTO
By:____________________________ Date: __________________________ Melvin Gaines
City Manager, City of East Palo Alto
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his space is intentionally left blank.
14 CITY OF HALF MOON BAY
By:____________________________ Date: __________________________ Matthew Chidester
City Manager, City of Half Moon Bay
This space is intentionally left blank.
15 CITY OF HILLSBOROUGH
By:____________________________ D ate: __________________________ Doug Davis
City Manager, City of Hillsborough
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16 CITY OF MENLO PARK
By:____________________________ D ate: __________________________ Justin Ian Conrad Murphy
City Manager, City of Menlo Park
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his space is intentionally left blank.
17 CITY OF MILLBRAE
By:____________________________ Date: __________________________ Tom Williams
City Manager, City of Millbrae
This space is intentionally left blank.
18 CITY OF PACIFICA
By:____________________________ Date: __________________________ Kevin Woodhouse
City Manager, City of Pacifica
This space is intentionally left blank.
19 CITY OF SAN CARLOS
By:____________________________ Date: __________________________ Jeff Maltbie
City Manager, City of San Carlos
This space is intentionally left blank.
20 CITY OF SOUTH SAN FRANCISCO
By:____________________________ D ate: __________________________ Sharon Ranals
City Manager, City of South San Francisco
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his space is intentionally left blank.
21 TOWN OF WOODSIDE
By:____________________________ Date: __________________________ Kevin Bryant
Town Manager, Town of Woodside
This space is intentionally left blank.
22 CITY OF SAN MATEO
By:____________________________ Date: __________________________ Alex Khojikian
City Manager, City of San Mateo
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23 CITY OF REDWOOD CITY
By:____________________________ Date: __________________________ Melissa Stevenson Diaz
City Manager, City of Redwood City
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24 Exhibit A – Jurisdiction Compost Campaign Contributions Schedule In accordance with the terms outlined in this MOU, the following table outlines the total funding each Jurisdiction and the County shall contribute to the development of the Compost Quality Improvement Campaign approach and base materials. The County shall not invoice jurisdictions for compost campaign project costs in an amount that exceeds those listed in the table below. The figures listed in the table below also represent the total amount of funding each Jurisdiction received for the outreach campaign project from the CalRecycle SB 1383 Local Assistance Grant.
The County shall invoice Jurisdictions for their total contribution for the outreach campaign project no later than April 1, 2024. The Jurisdictions shall process and pay in full all invoices submitted to them by the County for this outreach campaign project no later than May 2, 2024.
Jurisdiction Funding Contributed
City of Atherton $4,000.00
City of Brisbane $10,000.00
City of Burlingame $8,000.00
Town of Colma $3,000.00
City of East Palo Alto $20,694.00
City of Half Moon Bay $3,252.06
City of Hillsborough $13,029.27
City of Menlo Park $2,000.00
City of Millbrae $10,000.00
City of Pacifica $5,000.00
City of San Carlos $21,842.00
City of South San Francisco $16,000.00
Town of Woodside $2,500.00
City of San Mateo $20,000.00
City of Redwood City $5,000.00
County of San Mateo $29,117.67
TOTAL $173,435.00
Agreement No. 40000-24-D001
AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND GIGANTIC IDEA STUDIO, INC.
This Agreement is entered into this 14th day of August, 2023 by and between the County of San Mateo, a political subdivision of the state of California, hereinafter called "County," and Gigantic Idea Studio, Inc., hereinafter called "Contractor."
* * *
Whereas, pursuant to Section 31000 of the California Government Code, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; and
Whereas, it is necessary and desirable that Contractor be retained for the purpose of developing a Compost Quality Improvement Outreach and Education Campaign ("Campaign") in order to support Jurisdictions' compliance with the procurement requirements of California Senate Bill 1383 Regulations.
Now, therefore, it is agreed by the parties to this Agreement as follows:
1. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A-Services
Exhibit B--Payments and Rates
2. Services to be performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit B, Contractor shall perform services for County in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A.
3. Payments
In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth in this Agreement and in Exhibit A, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit B. County reserves the right to withhold payment if County determines that the quantity or quality of the work performed_is unacceptable. In no event shall County's total fiscal obligation under this Agreement exceed of One Hundred Seventy-Three Thousand Four Hundred and Thirty-Five Dollars ($173,435.00). In the event that the County,nakes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of contract termination or expiration. Contractor is not entitled to payment for work not performed as required by this agreement.
4. T erm
Subject to compliance with all terms and conditions, the term of this Agreement shall be from August 14, 2023, through June 30, 2024.
4. Termination
Co11fru<·t Templute <S21111,000
May Z022
Page
Exhibit B – Agreement between the County of San Mateo and Gigantic Idea Studio, Inc.