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HomeMy Public PortalAbout20100224 - Resolution - Board of Directors (BOD) (3) Cover Sheet For Scanning By ECS Originating Department General Manager Laserfiche Template Board Of Directors Template Fields Document Date: 2/24/2010 Document Type: Resolution Preserve Name: Keywords (No More Than 4): Partnership Agreement Cooley Landing Project Name: Project Number: Vendor Or Other Party: Name (First): Name (Last): Address: APN Number: i Document No. 10-08 Additional Field: Additional Field: Additional Field: Additional Field: RESOLUTION NO. 10-08 RESOLUTION OF THE BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT APPROVING THE PARTNERSHIP AGREEMENT WITH THE CITY OF EAST PALO ALTO. FOR THE COOLEY LANDING AREA OF RAVENSWOOD OPEN SPACE PRESERVE The Board of Directors of the Midpeninsula Regional Open Space District(District) does resolve as follows: Section One. The District may, under the provisions of Section 5540 and 5563.5 of the Public Resources Code, lease property owned by the District for a period of up to fifty (50) years. The Board of Directors finds that the Cooley Landing Area of Ravenswood Open Space Preserve is currently underutilized as a park resource, and considers a furtherance of City of East Palo Alto efforts related to public park improvements on such premises to be in the public interest, on the terms proposed. Moreover, by affirmative votes of at least two-thirds of the members of the board, the Board finds that the purpose of the lease is for park or open-space purposes, or for an historic preservation, recreation, or agricultural purpose which is compatible with public use and enjoyment of the real property. Section Two. The Board of Directors of the Midpeninsula Regional Open Space District does hereby approve the Partnership Agreement (Agreement) between Midpeninsula Regional Open Space District and the City of East Palo Alto, a copy of which is attached hereto and by reference made a part hereof, and hereby authorizes the President or other appropriate officers to execute said Agreement on behalf of the District. Section Three. The General Manager and General Counsel are further authorized to approve minor revisions to the Agreement which do not substantially change any material terms of the Agreement. The General Manager or the General Manager's designee is further authorized to execute any and all other documents necessary or appropriate to entering into agreement. RESOLUTION NO. 10-08 PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space District on February 24, 2010 at a Regular Meeting thereof, by the following vote: AYES: CECILY HARRIS,NONETTE HANKO,JED CYR,LARRY HASSETT, MARY DAVEY, PETE SIEMENS NOES: NONE ABSTAIN: CURT RIFFLE ABSENT: ATTEST: APPROVED: Qe 4� T�L� retary President Board of Directors Board of Directors I, the Interim District Clerk of the Midpeninsula Regional Open Space District, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting thereof duly held and called on the above day. Interim District Clerk PARTNERSHIP AGREEMENT BETWEEN THE CITY OF EAST PALO ALTO AND THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT FOR THE COOLEY LANDING PROJECT THIS AGREEMENT is entered into by and between the CITY OF EAST PALO ALTO, a municipal corporation, ("CITY") and the MIDPENfNSULA REGIONAL OPEN SPACE DISTRICT, a public DISTRICT under the laws of California, ("DISTRICT"), dated February 24, 2010. RECITALS WHEREAS, DISTRICT's Mission is to acquire, restore, preserve and protect, in perpetuity, open space land as part of the regional greenbelt, and to provide opportunities for ecologically sensitive public enjoyment and education; and WHEREAS, District owns those certain lands more specifically identified as San Mateo County Assessor's Parcel Numbers 063-590-040, 063-590-060, 096-230-150 and 096-230-130, comprising a portion of Ravenswood Open Space Preserve ("Preserve") and which have been legislatively dedicated for purposes of public open space pursuant to the California Public Resources Code; and WHEREAS, CITY owns that certain parcel of land more specifically identified as San Mateo County Assessor's Parcel Number 063-590-030 which it has zoned for Resource Management purposes; and WHEREAS, the CITY parcel and portions of the DISTRICT parcels make up that certain promontory of land into the San Francisco Bay generally known as Cooley Landing; and WHEREAS, CITY and DISTRICT desire to further their common goal of providing accessible public open spaces to further the recreational and educational opportunities of their constituents, and WHEREAS, CITY has undertaken a planning and development process (the"Project") to enhance such public open space and the associated recreational and educational values at Cooley Landing; and WHEREAS, City intends to apply for grant funding for the Project under the Statewide Park Development and Community Revitalization Program of 2008; and WHEREAS, DISTRICT desires that the Project include the Cooley Landing Area of Ravenswood Open Space Preserve owned by DISTRICT; NOW, therefore, in consideration of the mutual promises, covenants and obligations contained herein, CITY and DISTRICT agree: 1. Project Site.DISTRICT owns the real property within the City of Menlo Park, State of California, as shown on Exhibit A, attached hereto and incorporated herein("Project Site"), which consists of Area A, the upland portions of APNs 096-230-130 and 096-230-150 which are closed to the public, and Area B, within the Cities of East Palo Alto and Menlo Park, State of California, the Preserve public parking lot(portions of APN 063-590-040 and 063- 590-060) which is open to the public. 2. Term. The term of this Agreement shall commence upon execution hereof by the duly authorized representatives of the CITY and the DISTRICT and shall consist of: a. Phase I - Plan development, environmental review and permitting b. Phase 11 - Project construction from completion of Phase I design c. Phase III—Project operation upon completion of Phase 11 construction Time is of the essence to this Agreement. City shall diligently pursue completion of Phases I and 11 consistent with its contractual obligations for grant funding and with all otherwise applicable laws and regulations. The maximum term of this Agreement shall not exceed 30 years without a written renewal or extension entered into by the parties acting on the authority of their appropriate legislative body. Before each subsequent phase, CITY and the DISTRICT shall amend this Agreement, as necessary to accommodate evolving conditions, including development of supplemental operations and maintenance agreements. The Parties agree to timely meet, and to negotiate in good faith, toward an extension of this Agreement, as it may be amended from time to time, at such time(s) as appropriate. 3. Site Use, Access, Control and Security. a. CITY is permitted to access and use to the Project site for all purposes reasonably in furtherance of the Project plan development to be completed during such Phase I hereof. b. CITY shall maintain control and security of the Project Site—Area A, including but not limited to restricting public access, securing the site by fencing or other appropriate means and regular law enforcement patrols. DISTRICT shall continue to maintain and secure Area B, except as otherwise noted in this Agreement. c. CITY is responsible for opening the Preserve gate at the end of Bay Road by 9 a.m., each weekday morning(Monday through Friday), excluding CITY holidays. If CITY is unable to fulfill this obligation, City shall immediately notify DISTRICT at DISTRICT's 24-hour Emergency Dispatch telephone number at (650) 903-6395. The District is responsible for opening and closing the gate at all other times, i.e. all evenings, all weekends, and on all CITY holidays and any time the City notifies the DISTRICT it is unable to fulfill this obligation. d. CITY, its employees, agents, contractors and consultants shall be helpful and courteous in all contacts with visitors, neighbors, agents, officials,tenants, lessees and employees of the DISTRICT. DISTRICT, its employees, agents, contractors and consultants shall - 2 - be helpful and courteous in all contacts with visitors, neighbors, agents, officials, tenants, lessees and employees of the CITY. CITY shall inform DISTRICT staff of all of its public meetings related to the design and use of Cooley Landing. CITY shall provide biannual updates to the DISTRICT. All signage and public documents shall recognize the DISTRICT (as appropriate) as a partner. DISTRICT shall inform CITY staff of all of its public meetings related to the design and use of Cooley Landing. DISTRICT shall provide biannual updates to the CITY. All signage and public documents shall recognize the CITY (as appropriate) as a partner. i e. CITY shall promptly notify DISTRICT s 24-hour Emergency Dispatch telephone i number at(650) 903-6395 to report any observed or known fires, trespassing, hunting, or illegal activities on the Project Site or on adjoining District lands. DISTRICT shall promptly notify the Menlo Park Fire Department at (650) 688-8400 to report any observed or known fires and shall promptly notify the CITY's Police Department at (650) 321-1112 to report any observed trespassing, hunting, or illegal activities on the Project Site. f. Except as otherwise provide herein or by express written permission granted by DISTRICT, CITY shall not during Phase I of this Agreement cause or allow any physical changes on the Project site(Area A). Such changes shall include but not be limited to grading, paving, excavating or other earthmoving activities, cutting or removing trees, native shrubs, brush or other vegetation, and damaging or demolition of improvements or structures on the Premises. g. Any use of the Project Site not specifically granted to CITY herein must be approved in writing by DISTRICT prior to such use commencing. 4. Amendment. CITY will diligently pursue development of the Project consistent with this Agreement. CITY and DISTRICT agree to meet and discuss in good faith all necessary amendments that may be needed at the completion of Phase I plan (development, review and permitting) and again at the completion of Phase II (construction) to allow the Project to continue to the next Phase. These shall include operation and maintenance plans for Phases II and III. Should the Proposition 84 Statewide Park Program grant be awarded, and a grant contract is issued, any proposed amendments by City and District shall be submitted to the State Department of Parks and Recreation, Office of Grants and Local Services for approval. 5. Insurance. At all times duringthe term of this Agreement CITY shall carry general liability �' �'g Y insurance or a policy of self-insurance, including owned, non-owned and hired auto; property p Y g p P Y damage; and death and bodily injury, covering its risks arising out of the performance of any acts pursuant to this Agreement or relating to its operation of the Project. DISTRICT shall be named as additional insured on the policy. Said policy shall be in an amount not less than Two Million Dollars ($2,000,000) for bodily injury and property damage liability in aggregate per occurrence combined single limit and One Million Dollars ($1,000,000) combined single limit for auto liability. CITY shall furnish DISTRICT with a i Certificate of Insurance evidencing such insurance coverage. At all times during the term of - 3 - this Agreement DISTRICT shall carry general liability insurance, or a policy of self- insurance, including owned, non-owned and hired auto; property damage; and death and bodilyinjury, coverin T its risks arising out of the performance of an acts pursuant to this g g p Y Agreement or relating to its operation of the Project. CITY shall be named as additional insured on the policy. Said policy shall be in an amount not less than Two Million Dollars � Y Y p p ($2,000,000) for bodily injury and property damage liability in aggregate per occurrence combined single limit and One Million Dollars ($1,000,000) combined single limit for auto liability. DISTRICT shall furnish CITY with a Certificate of Insurance evidencing such insurance coverage. I 6. Indemnification. CITY hereby agrees to indemnify, defend and hold harmless DISTRICT from and against all liability for all claims, suits, damages, injuries, costs, losses and expenses, including reasonable attorney's fees and court costs, in any manner related to or arising out of the Project, and/or the operation and/or the use of Cooley Landing under this Agreement to the extent that the matter giving rise to the liability is directly attributable to the negligent or wrongful acts or omissions of CITY's employees or agents or otherwise arises out of matters which, by the terms of this Agreement, are the responsibility of CITY. i DISTRICT hereby agrees to indemnify, defend and hold harmless CITY from and against all liability for all claims, suits, damages, injuries, costs, losses and expenses, including reasonable attorney's fees and court costs, in any manner related to or arising out of the Project, and/or the operation and/or the use of Cooley Landing under this Agreement, to the extent that the matter giving rise to the liability is directly attributable to the negligent or wrongful acts or omissions of DISTRICT's employees or agents or otherwise arises out of matters which, by the terms of this Agreement, are the responsibility of DISTRICT. CITY and DISTRICT agree to cooperate in the event of claims or litigation against either CITY or DISTRICT by a third party. In the event liability arises due to the alleged concurrent negligence of CITY and DISTRICT, or any combination thereof, each party shall contribute costs of any such suits, defense, damages, costs and liability in proportion to its fault as determined under the principles of comparative negligence. 7. Termination for Default. In the event there is a breach of this Agreement by CITY or DISTRICT, the parties shall meet to resolve the matter. If the parties are unable to resolve a material matter informally, they shall attempt to resolve the matter by mediation through JAMS or other mediator agreeable to the parties. If the parties remain unable to resolve the matter, DISTRICT or CITY may terminate this Agreement sixty days following the giving of notice of such as set forth herein. 8. Applicable Laws. This Agreement shall be construed and enforced pursuant to the laws of the State of California. - 4 - 9. Notices: Any notice required to be given to DISTRICT shall be deemed to be duly and properly given if mailed, postage prepaid with a receipt and signature from the receiving party, and addressed to: Midpeninsula Regional Open Space District General Manager 330 Distel Circle Los Altos, CA 94022 (650) 691-1200 or personally delivered to DISTRICT at such address or at such other address as DISTRICT may designate in writing to CITY. Any notice required to be given to CITY shall be deemed to be duly and properly given if mailed, postage prepaid with a receipt and signature from the receiving party, and addressed to: City of East Palo Alto City Manager 2415 University Avenue, 2 d Floor East Palo Alto, CA 94303 (650) 853-3100 or personally delivered to CITY at such address or such other address as CITY may designate in writing to DISTRICT, with a receipt and signature from the receiving party. 10. Waiver: The failure of any party to insist upon a strict performance of any of the terms, conditions and covenants contained herein shall not be deemed a waiver of any rights or remedies that CITY or DISTRICT may have and shall not be deemed a waiver of any subsequent breach or default of the terms, conditions and covenants contained herein. 11. Severabilfty: If any one or more of the covenants or agreements or portions thereof provided in this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable or unenforceable, such covenant or covenants, such agreement or agreements or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants or agreements or portions thereof and shall in no way affect the validity or enforceability of the remaining portions of this Agreement. 12. Cgptions: The captions in the articles of this Agreement are inserted for convenience purposes only and shall not affect the terms of this Agreement. - 5 - IN WITNESS WHEREOF, CITY and DISTRICT execute this Agreement. For the CITY OF E ST PALO LTO By: , _ Date: 3b116 City Manager Attes �-- �proved as to form for CITY: City Clerk Vincent C. Ewing City Attorney For the MIDPENINSULA REGIONAL OPEN SPACE DISTRICT By: Date: 4- p ► o President Board ct of Directors Attest: '4vu-&- v tl-. District Clerk Approved as to form for DISTRICT: Susan Schectman General Counsel - 6 -