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8 MEMORANDUM OF UNDERSTANDING
AMONG
CITY OF BRISBANE, CITY OF BURLINGAME, CITY OF DALY CITY, CITY OF
MILLBRAE, CITY OF PACIFICA, CITY OF SAN BRUNO, CITY OF SAN MATEO, AND
THE HOUSING ENDOWMENT AND REGIONAL TRUST
OF SAN MATEO COUNTY
FOR THE
MULTI-JURISDICTIONAL DISPARATE IMPACT ANALYSIS
This Memorandum of Understanding (“MOU”), effective the ____ day of ______ 2025, is entered into by and among the City of Brisbane, the City of Burlingame, the City of Daly City, the City of Millbrae, the City of Pacifica, the City of San Bruno, the City of San Mateo (“PARTICIPATING JURISDICTION”), and the Housing Endowment and Regional Trust of San Mateo County (HEART), together referred to herein as the "PARTIES."
RECITALS
WHEREAS, the County of San Mateo and the cities and towns in San Mateo County have a strong history of collaboration and resource sharing on various planning studies and initiatives as part of the 21 Elements Planning Collaborative, which among other jurisdictions includes the PARTICIPATING JURISDICTION; and
WHEREAS, one such outgrowth of this collaboration was the establishment of the Housing Consulting Services Program at HEART, of which City of Brisbane, the City of Burlingame, the City of Millbrae, the City of Pacifica, and the City of San Bruno, among other jurisdictions have contracted for services; and WHEREAS, HEART initiated the Multi-Jurisdictional Disparate Impact Analysis (the “PROJECT”); and the purpose of this PROJECT is to complete a Disparate Impact Analysis that complies with the legal and regulatory requirements for establishing local preference policies for affordable housing for each PARTICIPATING JURISDICTION; and
WHEREAS, the PARTICIPATING JURISDICTION can complete the PROJECT at a reduced cost by sharing analysis and resources for greater efficiency; and WHEREAS, through competitive bidding and a request for proposal (“RFP”) process facilitated by HEART, Street Level Advisors (“CONTRACTOR”) was chosen as the firm to provide consulting services associated with the PROJECT; and
WHEREAS, HEART has served as the project manager (“PROJECT MANAGER”) for this collaborative effort through initial formation and the RFP process to ensure that the voice of each PARTICIPATING JURISDICTION is heard and their needs are addressed; and
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8 WHEREAS, HEART will continue to serve as the PROJECT MANAGER for the collaborative effort for the duration of the PROJECT; and
WHEREAS, HEART will also serve as fiscal agent for the PROJECT and will enter into a contract with CONTRACTOR and oversee the payment of invoices the PROJECT work; and WHEREAS, the PARTICIPATING JURISDICTIONS enter into this Memorandum of Understanding with the HEART outlining the roles of each PARTICIPATING JURISDICTION, the CONTRACTOR, HEART, and the funding obligations for the PROJECT.
NOW, THEREFORE, BE IT RESOLVED that the PARTIES agree as follows:
AGREEMENT
I. PURPOSE
The purpose of this MOU is to memorialize the understanding among the PARTIES that (1) the PARTICIPATING JURISDICTIONS wish to participate in the PROJECT, (2) the PARTICIPATING JURISDICTIONS agree to use the CONTRACTOR and PROJECT MANAGER as the consulting team, (3) HEART 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 – Street Level Advisors Work Program and Cost Proposal Exhibit B – Project Management Scope from HEART
Exhibit C – Project Budget and Agency Costs
III. PARTIES, ROLES, AND RESPONSIBILITIES
A. PARTICIPATING JURISDICTION: Each of the PARTICIPATING JURISDICTIONS shall provide funding as set forth in Exhibit C for the PROJECT and perform the obligations outlined in the Work Program set forth in Exhibit A, including participation in the overall study development.
B. PROJECT MANAGER AND FISCAL AGENT: HEART, a Joint Powers Authority and non-profit corporation noncorporation, shall serve as PROJECT MANAGER and FISCAL AGENT and shall manage and implement all aspects of the PROJECT, in accordance with the Project Management Scope set forth in Exhibit B. HEART shall enter into a separate contract with CONTRACTOR and shall review and pay all invoices due to the CONTRACTOR.
C. CONTRACTOR: Street Level Advisors, a California corporation, shall serve as the consultant to carry out any or all aspects of the PROJECT as the CONTRACTOR, in accordance with the
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IV. FUNDING AND METHOD OF PAYMENT
A. Each PARTICIPATING JURISDICTION agrees to pay HEART its full prescribed financial contribution as set forth in Exhibit C, within 60 calendar days of the execution of the MOU by all PARTIES.
1. The CONTRACTOR shall submit invoices to HEART based on the completion of PROJECT activities and deliverables. Invoices shall include an itemized report of costs incurred for the PROJECT. A brief narrative progress report shall be included with each invoice.
2. HEART shall review CONTRACTOR’S invoices and make payment to the CONTRACTOR within thirty (30) days of receipt.
3. HEART shall provide a quarterly accounting of invoices, payments made, and remaining funds for the PROJECT. A final accounting shall be submitted to all PARTICIPATING JURISDICTIONS with any remaining funds returned.
B. 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 PARTICIPATING JURISDICTIONS shall confer and decide to either reduce the PROJECT Work Program and/or to provide additional funding, subject to the amendment process set forth in Section VI. All PARTIES agree to use best efforts in such case to reach agreement without causing a PROJECT delay. At the time the project budget reaches 80% of total budget as shown in Exhibit C, the PROJECT MANAGER will notify all PARTICIPATING JURISDICTIONS of the amount of budget remaining.
V. TERM
This MOU shall remain in effect until June 30, 2026, unless terminated sooner pursuant to Section XIII below.
VI. AMENDMENTS
A. This MOU may be amended only by the written agreement executed by all PARTIES unless the change constitutes a minor modification as described herein. The PARTICIPATING JURISDICTION’S signatory to this MOU, or designee is authorized to make minor modifications to Exhibits A or B regarding the Work Program or the scope of work to respond to necessary changes as the PROJECT evolves, so long as the minor modification (1) impacts only that PARTICIPATING JURISDICTION desiring the modification and (2) does not exceed $1,500. Such minor modifications to scope of work shall be documented in writing but shall not require an executed amendment to this MOU, and such minor modifications
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B. If any PARTICIPATING JURISDICTION requires additional services that exceed the approved total cost estimate in Exhibit C, then such services shall be subject to an individual service agreement between that PARTICIPATING JURISDICTION and the CONTRACTOR without the participation of HEART. HEART shall not serve as the fiscal agent for any individual service agreements with the CONTRACTOR.
C. With the exception of the minor modification process described in subsection A, above, this MOU can be amended, modified, or supplemented only in writing(s) signed by all PARTIES.
No oral understanding or agreement, present or prior, not incorporated herein shall be binding on any of the PARTIES, and the terms of this MOU shall supersede any such understanding or agreement.
VII. INDEMNIFICATION
A. Each PARTY (“Indemnifying Party”) shall defend, hold harmless, and indemnify HEART and its officials, officers, employees, agents, volunteers and representatives 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 result from the acts or omissions of the Indemnifying Party and/or its officials, officers, employees, agents, or representatives in connection with this MOU.
B. Each PARTY shall defend, hold harmless, and indemnify HEART and its officials, officers, employees, agents, volunteers and representatives from and against any and all Claims related to wages, salaries, benefits, taxes, and all other withholdings and charges payable to, and asserted by or on behalf of its own employees, contractors, representatives, or agents for services provided under this MOU.
C. HEART shall defend, hold harmless, and indemnify each PARTY and its officers, employees, agents, and representatives 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 of gross negligence or omissions of HEART and/or its officials, officers, employees, agents, volunteers, and representatives in connection with this MOU.
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 acts) of HEART and/or its officials, officers, employees, agents, volunteers and representatives on the one hand, and a PARTY and/or its officers, employees, agents, volunteers, and representatives, on the other hand, then the liability for any and all claims for injuries or damage to persons and/or property
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F. PARTIES’ responsibility for such defense and indemnity obligations shall survive the termination or completion of this MOU.
VIII. NOTICES
A. All notices and communications deemed by any 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 of Brisbane:
City of Brisbane
50 Park Place
Brisbane, CA 94005
Jeremey Dennis, City Manager & Executive Director, Brisbane Housing Authority [email protected]
With a copy to:
Julia Ayres
[email protected]
If to the City of Burlingame
City of Burlingame
501 Primrose Road
Burlingame, CA 94010
Neda Zayer, Community Development Director
With a copy to:
Joseph Sanfilippo
[email protected]
If to the City of Daly City:
City of Daly City
333 90th Street
Daly City, CA 94105
Tatum Mothershead, Economic and Community Development Director [email protected]
With a copy to:
Lenelle Suliguin
[email protected]
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8 If to the City of Millbrae:
City of Millbrae
621 Magnolia Avenue
Millbrae, CA 94030
Thomas C. Williams, City Manager
[email protected]
With a copy to:
Andrew Mogensen
[email protected]
If to the City of Pacifica:
City of Pacifica
170 Santa Maria Avenue
Pacifica, CA 94044
Samantha Updegrave, Community Development Director
[email protected]
If to the City of San Bruno:
City of San Bruno
Peter Gilli, Director, Community Development Department 567 El Camino Real
San Bruno, CA 94066
With a copy to:
Kelly Beggs
[email protected]
If to the City of San Mateo
City of San Mateo
330 W. 20th Avenue
San Mateo, CA 94403
Zachary Dahl, Community Development Director
[email protected]
With a copy to:
Rachel Horst
[email protected]
If to HEART:
HEART of SMC
2905 S El Camino Real
San Mateo, CA 94403
Armando Sanchez, Executive Director
650-204-5641
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8 [email protected]
With a copy to:
Tim Davis
[email protected]
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 shall 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 any of the PARTIES or any consultant retained by any of the PARTIES under this MOU are performed as independent contractors and not as employees or agents of the other party. Nothing herein shall be deemed to create any joint venture between HEART, or any of the PARTICIPATING JURISDICTIONS.
X. SUCCESSORS AND ASSIGNS
No PARTY shall 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 shall be binding on, and the rights established herein shall 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 shall be set forth in writing to the attention of the HEART’s executive 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
Any PARTICIPATING JURISDICTION may terminate its participation in this MOU, with or without cause, upon thirty (30) calendar days prior written notice to all PARTIES. Such PARTICIPATING JURISDICTION who terminates its participation in this MOU shall be responsible for its pro rata share of all Individual Task costs as set forth in Exhibit C that are incurred by HEART or CONSULTANT up
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8 through the effective date of termination. Any PARTICIPATING JURISDICTION who terminates its participation in this MOU shall still be responsible for the entirety of its prescribed portion of all Shared Task costs as set forth in Exhibit C. This MOU shall continue in effect among the remaining PARTIES.
In addition, the PARTICIPATING JURISDICTIONS may terminate this MOU at any time, with or without cause, by unanimous vote of the PARTICIPATING JURISDICTIONS. Any such action shall specify the date on which the termination shall be effective.
XIV. CONFLICT OF INTEREST
If and when a PARTY identifies an actual or potential conflict of interest among one or more of the PARTIES, that PARTY shall send written notification to all PARTIES. The PARTY with the actual or potential conflict shall respond to the notice within seven (7) business days. The response shall indicate whether the PARTY agrees or disagrees that a conflict exists. If the PARTY agrees that a conflict exists, then that PARTY may take appropriate action to cure the conflict, if possible, and shall describe its corrective actions in its response. If the PARTY disagrees, or cannot cure an actual conflict, the PARTIES shall follow the dispute resolution process provided under Section XII, Dispute Resolution, in an effort to resolve the conflict. All notices under this section shall be provided under Section VIII, Notices.
XV. COOPERATIVE DRAFTING
This MOU has been drafted through a cooperative effort of the PARTIES, and all PARTIES have had an opportunity to have the MOU reviewed and receive advice by qualified legal counsel. No PARTY shall be considered the drafter of this MOU, and no presumption or rule that an ambiguity shall be construed against the PARTY drafting the clause shall apply to the interpretation or enforcement of this MOU.
XVI. COUNTERPARTS
This MOU may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all signing PARTIES had signed the same instrument.
XVII. SEVERABILITY
If any provision of this MOU is be deemed invalid or unenforceable by a court of competent jurisdiction, that provision shall 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 shall remain in full force and effect.
XVIII.GOVERNING LAW
This MOU shall be governed by the laws of the State of California as applied to contracts that are made and performed entirely in California. Proper venue for legal shall be exclusively vested in a state court in the County of San Mateo. The parties agree that subject matter and personal jurisdiction are
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8 proper in state court in the County of San Mateo and waive all venue objections.
XIX. NO WAIVER
No waiver of any default or breach of any covenant of this MOU by any PARTY shall be implied from any omission by the PARTY to take action on account of such default, if such default persists or is repeated. No express waiver shall affect any default not specified in the express waiver, and the express waiver shall be operative only for the time or extent stated. The consent or approval by any PARTY to or of any act by a PARTY requiring further consent or approval shall not be deemed to waive or render unnecessary consent or approval to any subsequent, similar acts.
IN WITNESS WHEREOF, the PARTIES have executed this MOU as follows:
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8 MEMORANDUM OF UNDERSTANDING
AMONG
CITY OF BRISBANE, CITY OF BURLINGAME, CITY OF DALY CITY, CITY OF MILLBRAE, CITY
OF PACIFICA, CITY OF SAN BRUNO, CITY OF SAN MATEO, AND
THE HOUSING ENDOWMENT AND REGIONAL TRUST OF SAN MATEO COUNTY FOR THE
MULTI-JURISDICTIONAL DISPARATE IMPACT ANALYSIS
The individuals executing this MOU represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
The undersigned approves the terms and conditions of this MOU.
CITY OF [insert name]
By:____________________________
[insert name, title]
ATTEST:
By:_________________________
[insert name, title]
APPROVED AS TO FORM:
By:____________________________
[insert name, title]
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8
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8 MEMORANDUM OF UNDERSTANDING
AMONG
CITY OF BRISBANE, CITY OF BURLINGAME, CITY OF DALY CITY, CITY OF MILLBRAE, CITY
OF PACIFICA, CITY OF SAN BRUNO, CITY OF SAN MATEO, AND
THE HOUSING ENDOWMENT AND REGIONAL TRUST OF SAN MATEO COUNTY FOR THE
MULTI-JURISDICTIONAL DISPARATE IMPACT ANALYSIS
The individuals executing this MOU represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
The undersigned approves the terms and conditions of this MOU.
HOUSING ENDOWMENT AND REGIONAL
TRUST OF SAN MATEO COUNTY
By:____________________________
Armando F. Sanchez, Executive Director
EXHIBIT A
WORK PROGRAM and COST PROPOSAL
from Street Level Advisors
SCOPE OF WORK
The CONTRACTOR will complete:
Disparate Impact Analysis for both a live and work preference for the following cities located in San Mateo County:
Brisbane
Burlingame
Daly City
Millbrae
Pacifica
San Bruno
San Mateo
In addition to a standard work/live preference, the following preferences should be analyzed:
Brisbane: Have an immediate family member (parent, child, or sibling) who has been a resident of Brisbane for at least one year from the filing of an application. Brisbane and San Bruno: A member of household works for a school district that serves the jurisdiction’s children (i.e., the school may be outside the jurisdiction's boundaries).
The CONTRACTOR shall provide city specific reports and PowerPoint slides, outlining the Disparate Impact Analysis, and the fair housing implications of the proposed local preferences, and how they might apply to inclusionary/density bonus units, and to 100% affordable developments. To further clarify the use of local preferences in 100% affordable developments, CONTRACTOR shall meet with the relevant County of San Mateo staff.
This report should also include an interpretation of the DIA results and implications for policy application, with recommendations for how the policy can best be applied to achieve policy goals and conform with Fair Housing law.
To effectuate this scope of work, the CONTRACTOR shall have a kick-off meeting with the Participating Cities, followed by a meeting with each Participating City to clarify the scope of each city’s local preference.
OPTIONAL TASKS
The Contractor is available to meet with city staff and/or city councils, as an add on cost (see budget).
TIMELINE
The project shall commence in November 2025, with expected completion by February 2026.
BUDGET
The Contractor's invoice shall accurately detail the completed deliverables, including Supplemental Services, on behalf of HEART and the Participating Cities. Consultant may invoice based on the following deliverables:
1.Plan for Analysis $21,000
2.Draft Reports for Each Jurisdiction $32,000
3.Final Reports for Slide Decks $4,000
TOTAL CONTRACTOR COST $57,000
The Contractor is also available, at an additional charge of $1,500 per meeting, to brief planning commissioners or city councilors on the outcomes of the analysis.
EXHIBIT B
PROJECT MANAGEMENT AND FISCAL AGENT SCOPE AND BUDGET
from HEART of San Mateo County
HEART will convene the PARTICIPATING JURISDICTIONS (the City of Brisbane, the City of Burlingame, the City of Daly City, the City of Millbrae, the City of Pacifica, the City of San Bruno, the City of San Mateo) and serve as a single point of contact for the technical consultant (CONTRACTOR), with authority to make minor decisions when appropriate.
HEART will coordinate logistics, including arranging meetings and phone calls as needed. HEART will also help the CONTRACTOR with collecting data and information about existing housing preferences and school district employee demographics from PARTICIPATING JURISDICTIONS.
HEART will establish a contract with the CONTRACTOR and review and pay all CONTRACTOR invoices.
HEART will track invoices and provide quarterly accounting of invoices and charged and remaining funds for each of the PARTICIPATING JURISDICTIONS.
HEART’S costs are as follows:
Administrative and Fiscal Agent Fee: 9% of CONTACTOR cost $5,130 Project Management Cost: Tim Davis, 72.5 hours, $146.50/hour $10,621 Total Cost $15,751
EXHIBIT C
PROJECT BUDGET and COST ALLOCATION FOR PARTICIPATING JURISDICTIONS For a breakdown of the CONTRACTOR and HEART budgets, see Exhibits A and B.
TOTAL PROJECT COST PER CITY COST
CONSULTANT – STREET LEVEL ADVISORS $57,000 $8,143
PROJECT MANAGER AND FISCAL AGENT – HOUSING
ENDOWMENT AND REGIONAL TRUST OF SAN MATEO
COUNTY
$15,751 $2,250
TOTAL NOT-TO-EXCEED PROJECT COST $72,751 $10,393
TOTAL SOURCES
JURISDICTION CONTRIBUTIONS
Brisbane $10,393
Burlingame $8,143
HEART Credit to Burlingame $2,250
Daly City $10,393
Millbrae $10,393
Pacifica $10,393
San Bruno $10,393
San Mateo $10,393
TOTAL SOURCES $72,751