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HomeMy Public PortalAbout19770817 - Minutes - Board of Directors (BOD) Meeting 77-21 A. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT Special Meeting Board of Directors M I N U T E S August 17 and 18 , 1977 745 Distel Drive Los Altos, CA I. ROLL CALL The meeting was called to order by President Wendin at 7:33 P.M. Members Present: Nonette Hanko, Edward Shelley, Daniel Wendin, Harry Turner and Katherine Duffy. Members Absent: Barbara Green and Richard Bishop. Personnel Present: Herbert Grench, Anne Crosley, John Melton, Rose Hartman, Stanley Norton, Jennie George and Leonard Schwarz. EXECUTIVE SESSION The Board recessed to Executive Session at 7 :35 P.M. to discuss land negotiations . The Board reconvened at 8 : 00 P.M. OLD BUSINESS WITH ACTION REQUESTED A. Proposed Land and Water Conservation Fund Applicaton H. Grench said this item had been presented to the Board at the August 10 meeting (R-77-39) , and at the request of Bill Lewis of the Leslie Salt Company had been continued. He recommended the Board adopt the resolution approving the appli- cation for Land and Water Conservation Funds - Baylands Park Acquisition Project. Mr. Jim Walton, Manager of Real Property for Leslie Salt Com- pany, said he had talked with Jon Olson about the salt pond adjacent to Cooley Landing and said the East Palo Alto Muni- cipal Council had requested that Leslie Salt deannex that area from Menlo Park. Mr. Walton read his response to Mr. Kenneth Goode, Administrative Officer of East Palo Alto Municipal J B. Minutes of August 17 and 18, 1977 D. Wendin stated the consensus that the minutes of August 17 and 18 , 1977 be approved as presented. M-77-21 Page two Council, which stated that, subject to Leslie Salt Company' s Board of Director' s approval, they would be willing to deannex their land between Cooley Landing and the Southern Pacific railroad tracks from the City of Menlo Park, provided: (a) they are requested to do so by resolution of the San Mateo County Board of Supervisors, coupled with the agreement of the San Mateo County Board of Supervisors to accept the Williamson Act Contract which now exists on that land, and (b) the City of Menlo Park concurs with the deannexation as evidenced by reso- lution of the City Council. Regarding the salt pond lying south of and adjacent to the Dumbarton Bridge Road, Mr. Walton indicated that this area is vital to Leslie Salt' s operations; however, in the public inter- est they would not object to the public acquiring fee title to this land for open space purposes while reserving a satis- factory salt production easement to Leslie Salt. He urged the District to obtain value estimates from competent appraisers before preparing a funding program for acquisition of these salt ponds. Mr. Walton referred to the District' s intention to acquire 54 acres of Leslie Salt land known as the Stevens Creek Shoreline Nature Study Area and said he intended to attend the September Master Plan hearing to request that the District either pro- ceed to purchase that parcel of land or remove it from the 'District' s Master Plan. H. Grench said that a decision of the Board to apply for the recommended grant funds is not a decision to acquire the prop- erty, and certainly is not a decision to acquire by eminent domain. He added that the same is true for the 54 acre parcel, which the Board has not made a decision to acquire. H. Grench said the fact that the two parcels appear on the draft Master Plan does not have much significance as far as a District policy to acquire is concerned. He said the Master Plan map is a resource analysis of all the open space lands in the foothills and baylands and the map is not an acquisition priority plan. He added that if the District made the decision not to acquire the 54 acre parcel, it would still remain on the draft Master Plan map and any private land owner could handle their land in any manner they desired. H. Grench announced that a meeting will be held August 25, 1977 , involving representatives of eleven public agencies and private property owners to discuss the proposed project. Mr. Walton said he would like to participate in that meeting. Motion: N. Hanko moved adoption of Resolution 77-34 , a Reso- lution of the Board of Directors of the Midpeninsula Regional Open Space District Approving Application for Land and Water Conservation Funds (Baylands Park Acqui- sition Project) . H. Turner seconded the motion. The motion passed unanimously. Meeting 77-21 Page three B. Monte Bello Open Space Preserve Addition (Eldridge Property) H. Grench said that this item was being continued from the August 10 meeting; however, there were still some questions pertaining to the title, and he recommended that Meeting 77-21 be continued until 7 :30 P.M. , August 18 , 1977 , allowing further time to re- solve remaining question. D. Wendin asked for any questions from the public. He indicated the Board had been advised by legal counsel to be cautious in any responses since the matter is under litigation. There were no questions from the public. Motion: D. Wendin moved that Meeting 77-21, August 17 , 1977 , be continued to August 18 , 1977 at 7 : 30 P.M. at 745 Distel Drive, Los Altos, CA. N. Hanko seconded the motion. The motion passed unanimously. IV. NEW BUSINESS WITH ACTION REQUESTED A. New Safe Deposit Box A. Crosley advised that the District had received a free safe deposit box two years ago from Wells Fargo Bank, where the District maintains a checking account. She requested that the Board adopt a resolution in order to receive a larger safe deposit box. Motion: D. Wendin moved adoption of Resolution 77-35, a Reso- lution of the Board of Directors of the Midpeninsula Regional open Space District to Enter Into a Rental Agreement for a Safe Deposit Box in the Vaults of Wells Fargo Bank. N.A. E. Shelley seconded the motion. The motion passed unanimously. B. office Space Requirements H. Grench introduced his memorandum (M-77-161) dated August 16, 1977, regarding Office Space Requirements. He presented a memorandum (M-77-160) dated August 16, 1977 , from L. Schwarz, Financial Analyst, which was an analysis of renting versus buying 3 , 000 square feet or 4, 500 square feet of office space. The 4, 500 square foot plan would allow for the possibility of renting a portion of the space until a time when the District might need to expand. Also attached was a report (R-77-41) dated August 14, 1977 , from A. Crosley, Administrative Aide, regarding office requirements. H. Grench recommended the follow- ing course for Board course for Board adoption: (1) Authorize the General Manager to lease for up to 3 years approximately 3 , 000 square feet of space at the present location or across the street at a cost not to exceed 72� per square foot per month. Meeting 77-21 Page four (2) Enter into a 2 to 3 year program of locating a suitable site for District purchase on or within one block of El Camino Real and three miles north or south of the present location; of developing plans and specifications for remodelled or new space; and of completing necessary con- struction. N. Hanko said she could support H. Grench' s first recommenda- tion but wanted the flexibility to consider office space in one of the structures on District property. She suggested with- holding a decision on the second recommendation until the Sub- committee on Structures had met and presented a report. E. Shelley said he felt it is important on the public' s behalf to have office space near El Camino but not limited to 1 block off of El Camino. He added this should be a staff decision. D. Wendin raised two questions related to the second recommen- dation; (1) whether or not the District' s cash flow in the early years would make a significant impact on the acquisition program; and (2) given the fact that the District is acquisition- oriented now, should the present Board commit future Boards to buying office space. D. Wendin asked what the price is for space at Distel Circle. H. Grench replied 68� to 70� per square foot of usable space . H. Turner said he wanted more time to reflect on the cash flow aspect of renting versus buying. D. Wendin commented that it is time for a quarterly Board/staff workshop and suggested that office space could be discussed at that time. H. Grench suggested that it would be a Special Meeting Board/staff workshop possibly in September or October at noon at the District office. D. Wendin suggested the Board take a long look at buying. By renting, the District pays taxes indirectly; however, if the District buys office space, it would not pay taxes. J. Melton remarked that leasing for a corporation has signifi- cant income tax advantages that would have no impact on the District. H. Turner referred to his memorandum regarding office space requirements and added that his analysis was a simplification of the memorandum from the Financial Analyst. Meeting 77-21 Page five Motion: D. Wendin moved adoption of recommendation No. 1 contained in memorandum (M-77-161) , dated August 16, 1977, authorizing the General Manager to lease for up to 3 years approximately 3 , 000 square feet of space at the present location or across the street on Distel Circle at a cost not to exceed 72� per square foot per month. Discussion: D. Wendin requested "for useable space" be added to the sentence. N. Hanko seconded the motion. The motion passed unanimously. D. Wendin requested that the tax question be addressed more thoroughly in future office space discussions, specifically the matter of dedication to receive a tax advantage. J. Melton raised the question that if the District should decide to overbuild and rent a portion of that space out, would that portion be nontaxable. H. Grench said possessory interest tax would probably be paid by the lessee. A. Crosley advised that the Controller' s office at East Bay Regional Park District said the procedure they usually follow, whether for a piece of land or a structure on a piece of land, is to submit the usual Request for Cancellation of Taxes. They said they do not have any problems with this procedure. C. Resolution of the Board of Directors of the Midpeninsula Regional Open Space District Amending Rules of Procedure to Substitute the Word "Committee" in Place of the Word- "Subcommittee" in Subsections 1. 80, 1.82 and 1. 84 of the Rules of Procedure Motion: N. Hanko moved adoption of Resolution No. 77-36. D. Wendin seconded the motion. The motion passed unanimously. V. CLAIMS Motion: D. Wendin moved approval of the claims (C-77-18) dated August 17 , 1977 as presented. K. Duffy seconded the motion. The motion passed on the following vote: AYES : K. Duffy, D. Wendin, H. Turner and E. Shelley ABSTAIN: N. Hanko abstained from Claim No. 3527. IV. NEW BUSINESS WITH ACTION REQUESTED (continued) D. Appointment of Acting Secretary K. Duffy was appointed as Acting Secretary in B. Green' s absence. VI. EXECUTIVE SESSION The Board recessed to Executive Session at 8: 35 P.M. to discuss land negotiations. Meeting 77-21 Page six The Board reconvened at 9 :10 P.M. to continue the meeting to August 18 , 1977 at 7 : 30 P .M. VII. ROLL CALL The meeting was called to order by President Wendin at 7 :40 P.M. Members Present: Nonette Hanko, Edward Shelley, Daniel Wendin, Harry Turner and Katherine Duffy. Members Absent: Barbara Green and Richard Bishop. Personnel Present: Herbert Grench, Carroll Harrington and Jennie George. VIII . EXECUTIVE SESSION The Board recessed to Executive Session at 7 :42 P.M. , to discuss land negotiations and reconvened at 7 :57 P.M. D. Wendin presented Agreement I, Exhibit 1, an agreement between D. F. Eldridge and the Midpeninsula Regional Open Space District to purchase 150 acres for $562,500. He pointed out the follow- ing points in the agreement: (1) Paragraph 4 addressed Mr. Eldridge' s inverse con- demnation suit against the City of Palo Alto which is presently pending trial. Mr. Eldridge has reserved the right to have the property conveyed to the City of Palo Alto if that is the judge' s decision in the event Mr. Eldridge wins the lawsuit. In which case, the District would sell the property back to Mr. . Eldridge. In the event Mr. Eldridge gets the property back from the City. of Palo Alto, as a technical matter, he has agreed to reconvey the property back to the District at the original price with an interest calcu- lation. (2) In Paragraph 6, Exhibit 1, Mr. Eldridge represents and warrants that he has not consented to any oral or written leases or rental agreements on all or any portion of the subject property or given any permis- sion or consent to anyone, expressly or impliedly, to occupy said property, and Seller agrees to hold the District harmless from and reimburse the District of any and all liability, losses and expenses occasioned by reason of any lease or rental agreement on the property entered into by Seller. Meeting 77-21 Page seven D. Wendin presented Agreement II , Exhibit 2, which related to the approximately 610 acre Burns property which is still sub- ject to a lawsuit between Mrs. Alyce Lee Burns and Mr. D. F. Eldridge. D. Wendin said this is an agreement that in the event Mr. Eldridge wins the appeal against Mrs. Burns, he would convey the 241 acres that are in contention to the District at the price the District has agreed to pay Mrs. Burns. D. Wendin added that the same language previously mentioned in Agreement I , paragraphs 5 and 6 dealing with the protection of his rights in the Palo Alto lawsuit and his representation that he has given no one permission to be on the property are also written in Agreement II. D. Wendin informed that Mr. Eldridge is out of town and while he had executed the agreement on the 150 acres he had not executed the agreement on the Burns property. The District is advised by Mr. Eldridge' s attorney that he will execute Agreement II. D. Wendin explained that the resolution being presented ties the two agreements together and would authorize the President of the Board to execute both agreements when Mr. Eldridge has executed Agreement II . D. Wendin said that it is the intent of the District to use a portion of the proceeds from the Series A note sale for use in this acquisition. J. Tallett, attorney for the District, advised that there is a correction on Exhibit A, of the preliminary title report #168634A, dated March 1, 1977 , page 11, line 6, parcel 4, "bearing north 890 301 West (correction 1139. 82) feet. " Mr. Mark Schneider, 32100 Page Mill Road, Los Altos Hills, commented he was pleased that an agreement is going to be formulated that protects Mr. Eldridge' s interest in the 610 acres. Referring to item No. 9 of Agreement II , the agreement to purchase the Burns' real property, he asked for verification that within 90 days after escrow opens, the Burns ' unlawful detainer will have had to remove the occupants from the prop- erty or otherwise the agreement would have no effect. D. Wendin replied that it is permissive on the District' s part so that in the event the conditions in paragraph 9 are not met to the full satisfaction of the District within 90 days, the District could still decide to be satisfied. M. Schneider, in addressing the subject of occupancy on the 150 acres, advised that there may be occupants on the Eldridge property but he said he did not know where the property line Meeting 77-21 Page eight falls. He added that if there are occupants on the 150 acres, he thought that the situation would be peripheral to the situ- ation that exists on the Burns property where there are a sub- stantial number of occupants in dwellings. M. Schneider said he had heard the District' s General Manager testify in a depo- sition in June that held been informed there were occupants on the 150 acres several days prior to April 13, 1977. He asked if the staff had made any attempt to determine if that is true and if any prior determinations had been made regarding the eligibility status for any relocation. D. Wendin responded that staff does believe there are occupants on the 150 acres and, upon advice of counsel and based on Mr. Eldridge' s representation in paragraph 6 of Agreement 1, which he signed, it is the District' s opinion that those occupants are not eligible for relocation because they are there without Mr. Eldridge' s permission. M. Schneider said a lawsuit is pending, of which he is the peti- tioner along with approximately 40 other people, and the respon- dents are the District and Alyce Lee Burns, real party of inter- est. He said he wished to remind the Board that the questions about the legality of methods of procedure of the District are presently under review by a Superior Court judge, and, for that reason, thought it was incumbent to move cautiously until a determination is made as to exactly what the situation is. D. Wendin replied that briefs will be filed on that question by August 19, 1977, and he expressed hope that the court would make its decision in a relatively short time. Mr. Dorothy Jennings, 3611 Woodside Road, Woodside, referring to Agreement I, Paragraph 6, the last sentence, asked about the wording that includes the adjoining property. D. Wendin said it was his understanding that that clause is there so that no one can argue that someone who has had permission to be on the adjoining property (because no one knows exactly where the line is) would be implied to have the permission from the same person to be on the subject property. Motion: N. Hanko moved Board adoption of Resolution No. 77-37, a Resolution of the Board of Directors of the Midpen- insula Regional Open Space District Authorizing Accept- ance of Agreements to Purchase Real Property, Author- izing Officer to Execute Certificate (s) of Acceptance of Grant(s) to District, and Authorizing General Manager to Execute Any and All Other Documents Necessary or Appropriate to Closing of the Transaction (s) (Monte Bello Open Space Preserve Addition - Eldridge Property) . Meeting 77-21 Page nine Motion (continued) : D. Wendin seconded the motion. Discussion: H. Turner asked that a typographical error in the tenth line of Section One, the word "authorized" , be changed to "authorizes" . The motion passed unanimously. IX. ADJOURNMENT The meeting adjourned at 8 :15 P.M. Jennie George Deputy District Clerk