HomeMy WebLinkAbout2012/05/22 Item 19CITY COUNCIL
AGENDA STATEMENT
~1 ,;~ ~~~ CITY OF
CHULA VISTA
MAY 22, 2012, Item
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN OPERATING
AGREEMENT BETWEEN THE CITY AND THE CHULA
VISTA NATURE CENTER FO TION
SUBMITTED BY: DIRECTOR OF RECREATIO
REVIEWED BY: CITY MANAGER S~
ASSISTANT CITY~ANAGER~i 1
4/STHS VOTE: YES ~ NO X~
SUMMARY
On February 2, 2010, the Chula Vista City Council (City) and the Chula Vista
Redevelopment Agency (Agency) entered into a formal Operating Agreement with the
Chula Vista Nature Center Foundation (Foundation) which set forth the terms and
conditions under which the Foundation would operate and manage the Chula Vista Nature
Center (Nature Center). On November 23, 2010, the Operating Agreement was amended,
and extended for eighteen (18) months. This resolution approves a second operating
agreement that excludes the Agency and carries an initial term ofthirty-six (36) months.
ENVIRONMENTAL REVIEW -The Environmental Review Coordinator has reviewed
the proposed activity for compliance with the California Environmental Quality Act
(CEQA) and has determined that the activity, approval of an operating agreement, is not a
"Project" as defined under Section 15378 (b)(4) of the State CEQA Guidelines because it
.does not involve a physical change to the environment; therefore, pursuant to Section
15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no
environmental review is necessary.
RECOMMENDATION
City Council adopt the resolution
BOARDS/COMMISSION RECOMMENDATION
Not Applicable
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MAY 22 2012, Item ~~
Page 2 of 3
DISCUSSION
On February 2, 2010, the Chula Vista City Council (City) and the Chula Vista
Redevelopment Agency (Agency) entered into a formal Operating Agreement with the
Chula Vista Nature Center Foundation (Foundation) which set forth the terms and
conditions under which the Foundation would operate and manage the Chula Vista Nature
Center (Nature Center).
On November 23, 2010, an amendment to the original agreement was approved, which
extended the term of the agreement for eighteen (18) months. That agreement is set to
expire on June 30, 2012, and the City and the Foundation are proposing a second Operating
Agreement that would carry a term of thirty-six (36) months, with an expiration date of June
30, 2015. A copy of the proposed agreement is attached (Attachment "A")
The second Operating Agreement incorporates or restates all of the pertinent content that
was agreed upon by the City and the Foundation for the initial agreement and the subsequent
amendment, and excludes items that were essentially applicable only to the initial transition
of operations from the City to the Foundation. The second agreement also eliminates
reference to the Chula Vista Redevelopment Agency, since the agency is gradually being
dissolved, and is no longer a party to the agreement.
DECISION MAKER CONFLICTS
No Property within 500 feet
Staff has reviewed the property holdings of the City Council and has found no property
holdings within 500 feet of the boundaries of the property which is the subj ect of this action.
CURRENT YEAR FISCAL IMPACT
The Recreation Department's fiscal year 2011/2012 budget includes an appropriation of
$65,200 for Nature Center expenditures (primarily transit bus fuel costs and utility costs)
and $65,200 in revenues from anticipated reimbursement of the costs from the Nature
Center Foundation, resulting in no net cost to the general fund. Additionally, the City
continues to pay $164,000 annually in debt service on the facility, and is providing
routine maintenance services at an estimated cost of $50,000-$60,000 this fiscal year.
The City is also providing ongoing IT support services, at an estimated annual cost of
$18,000-$20,000. In addition to the routine maintenance, the City committed to
performing repairs to equipment or systems that are critical to the life and safety of both
humans and animals at the facility throughout the term of the first amendment to the
agreement. This commitment was capped at $40,000.
ONGOING FISCAL IMPACT
The term of the proposed agreement is three years, with an expiration date of June 30,
2015. The proposed FY 2013 Nature Center budget indicates expenditures and revenues
at a level of $75,570, with no net cost to the general fund. These expenditures are
primarily for utilities and shuttle bus fuel, and revenues will be derived from
reimbursement of those expenditures by the Foundation. In addition to the ongoing
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MAY 22 2012, Item /~l
Page 3 of 3
$164,000 annual commitment toward debt service, the agreement specifies continuing IT
support and continuing routine maintenance of the facility, at a level commensurate with
services at other City-owned facilities, subject to the financial constraints of the City.
The combined cost of maintenance and IT support is estimated to be $68,000-$80,000
annually. Additionally, the agreement specifies that the City is obligated to repair or
replace any failed infrastructure or life support equipment necessary for the full and
lawful operation of the Nature Center and the preservation and exhibit of the Nature
Centers wildlife up to $40,000/year during the term of the agreement. Repairs over and
above that amount would be at the sole discretion of the City.
ATTACHMENTS
"A" -Second Operating Agreement
Prepared byTohn Cates, Principal Recrearion Manager
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RESOLUTION NO. 20
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN OPERATING AGREEMENT
BETWEEN THE CITY AND THE CHULA VISTA NATURE
CENTER FOUNDATION
WHEREAS, on February 2, 2010, the City of Chula Vista ("City") and the Chula Vista
Redevelopment Agency ("Agency") entered into a formal Operating Agreement with the Chula
Vista Nature Center Foundation ("Foundation") which set forth the terms and conditions under
which the Foundation would operate and manage the Chula Vista Nature Center; and
WHEREAS, the term of the initial agreement was February 6~ 2010 -December 31,
2010; and
WHEREAS, on November 23, 2010, the City and the Agency entered into an amended
Operating Agreement with the Foundation for continued operations until June 30, 2012, which
term shall soon come to an end; and
WHEREAS, with the dissolution of the Chula Vista Redevelopment Agency, it is
necessary to remove reference to the Agency as a party to the Operating Agreement; and
WHEREAS, the City and Foundation now wish to enter into a new Operating Agreement
which eliminates references to the Agency, extends the term of the original, subsequently
amended Operating Agreement until June 30, 2015, and sets forth the terms and conditions under
which the Foundation will continue to operate and manage the Chula Vista Nature Center.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista does hereby approve a new Operating Agreement for the Chula Vista Nature Center
between the City and the Chula Vista Nature Cente~ °~••~a°'~~~
Presented by
Buck Martin
Director of Recreation
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED XJPON A,T~PROVAL BY
glen R. Googins
City Attorney
Dated: 5 ~ ~
OPERATING AGREEMENT
BETWEEN
THE CHULA VISTA NATURE CENTER FOUNDATION, AND
THE CITY OF CHULA VISTA
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OPERATING AGREEMENT
This OPERATING AGREEMENT ("Agreement"), dated , 2012 and
effective as of July 1, 2012 ("Effective Date"), is by and between the CITY OF CHULA
VISTA, a chartered municipal corporation ("City"), and THE CHULA VISTA NATURE
CENTER FOUNDATION, a California non-profit corporation ("Operator"). Individually,
the City and Operator may be referred to herein as "Party" and collectively as "Parties". This
Agreement is made with reference to the following facts:
RECITALS
A. The Chula Vista Nature Center ("CVNC") is a world-class zoological institution and
attraction with hands-on exhibits and live animal displays, which emphasize the
importance of natural coastal marsh resources and their delicate ecosystem balance.
The CVNC is located at 1000 Gunpowder Point Drive, Chula Vista, CA on
approximately 3.3 acres of land ("Nature Center Land") on Gunpowder Point within the
Sweetwater Marsh National Wildlife Refuge on land owned by the U.S. Fish and
Wildlife Service ("USFWS").
B. The Redevelopment Agency of the City of Chula Vista ("Agency") funded construction
of the CVNC and the State Coastal Conservancy funded its exhibits. The CVNC was
opened to the public in July of 1987. Initially, the CVNC was operated by the Bayfront
Conservancy Trust ("BCT"),anon profit corporation formed for that purpose.
Thereafter, the City, Agency and the BCT oversaw significant improvements to the
CVNC. The City ultimately assumed direct control of the CVNC, and in 2002 the City
created an official Nature Center department to manage CVNC operations.
C. The Operator was initially formed as The Environmental Legacy Fund, a California non
profit corporation qualified as a tax exempt public charity for purposes of assisting with
fundraising for CVNC operations and to organize and support volunteer efforts at the
facility. The Operator assumed its current name on or about June 16, 1997.
D. Notwithstanding each party's good faith efforts to make the CVNC more self-
sustaining, in each year of its operations the CVNC required a significant financial
contribution from City's and Agency's respective general funds. In fiscal year
2007/2008, for example, City and Agency together funded approximately $750,000 of
the CVNC budget for that year of $1,000,000.
E. In November 2008, facing its own budget shortfall, City determined that it could no
longer continue to fully fund the CVNC annual operating deficit. In response to this
crisis, Mayor Cox commissioned a CVNC Task Force ("Task Force") comprised of
City staff, Directors of the Operator, members and officers of the South County
Economic Development Corporation and other CVNC stakeholders. The Task Force
was charged with exploring alternative approaches to CVNC ownership and operations
that would to improve CVNC prospects for long-term sustainability.
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F. In the ensuing months (1) City and Operator worked together to raise approximately
$580,000 in donations for the benefit of the CVNC; and (2) the Task Force issued a
report with certain findings and recommendations on how to enhance CVNC operations
and sustainability. The report included the recommendation that the CVNC be operated
by an independent, non-profit, entity separate from the City. City officials then
determined that the Operator organization, with some modifications, was uniquely
qualified, to take over operations of the CVNC from the City based upon its 21 years of
involvement and experience with the CVNC, its commitment to the mission of the
CVNC, and its capacity for fundraising.
G. On April 28, 2009, the City Council authorized City staff to pursue apublic-private
partnership and operating Agreement with the Operator for the operation and
management of the CVNC, along with two conceptual funding plans as a basis for
negotiations.
H. On June I, 2009, City and Operator entered into a Letter of Intent that committed the
parties to meet and confer to develop terms for the transition of the CVNC from City
managed operations to Operator managed operations.
On June 18, 2009, City and Operator entered into a Letter Agreement ("Letter
Agreement") pursuant to which the parties agreed to (1) Operator's contribution of
$75,000 towards CVNC transition period operations; (2) the pooling of Operator's
contribution and donated amounts into an "Operating and Development Reserve"
account; (3) City operations over a six month "Transition Period" in accordance with a
mutually approved budget and business plan; (4) a Transition Period funding plan; (5)
provisions for extension of the meet and confer period for negotiations of a longer term
"MOU" and/or Operating Agreement; and (6) related matters.
J. On or about July la, 2009, Operator notified City in writing of its election to extend the
meet and confer period under the Letter Agreement for a period of 90 days.
K. After a series of meetings and negotiations, the Parties agreed to further extend the meet
and confer period. As a result of additional meetings and negotiations the Parties
agreed on the terms and conditions for the initial grant by City and Agency to Operator
of a license to manage and control CVNC operations, and a formal Operating
Agreement was entered into on or about February 6, 2010.
L. On or about November 23, 2010, the Parties agreed to amend the Operating Agreement
in order to extend the term until June 30, 2012. As that term is soon coming to an end,
the Parties would like to further extend the term of the Operating Agreement until June
30, 2015.
M. hi addition, with the dissolution of the Chula Vista Redevelopment Agency, it is
necessary to remove reference to the Agency as a party to the Operating Agreement.
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This new agreement, therefore, references the City of Chula Vista and the Chula Vista
Nature Center Foundation as the sole parties to the Agreement.
NOW, THEREFORE, in consideration of the above Recitals, the mutual covenants
contained herein and for other good and valuable consideration, the receipt and sufficiency of
which the Parties hereby acknowledge, the Parties hereby agree as follows:
ARTICLE I. GRANT OF LICENSE
1.1. Grant of License for Nature Center Operations. As of the Effective Date, and subject
to the various terms and conditions of this Agreement, City hereby grants to Operator the
exclusive license to operate the CVNC (the "CVNC License"). Except as otherwise
expressly provided herein and/or to the extent necessary for City to perform and satisfy
its obligations under this Agreement, the CVNC License shall include exclusive access
to, possession of, and control over the following CVNC assets and programs:
a. Land and Improvements. Operator shall have exclusive access to and control over
the Nature Center Land and improvements thereon used in the operation of the
CVNC (collectively, the "CVNC Land and Improvements"). A description of the
CVNC Land and Improvements is attached hereto as Exhibit A. Operator's use and
control of the CVNC Land and Improvements shall be subject to any and all (1) City
reserved rights expressly provided for in this Agreement; and (2) leases, easements,
liens, restrictions and requirements existing with respect thereto as of the Effective
Date (collective]y, the "CVNC Requirements").
b. Permits and Contracts. Operator shall have City's beneficial rights under any and all
permits, agreements, grants, licenses, easements, and/or contracts related to the
operation of the CVNC (the "CVNC Permit and Contracts"). To the best of their
knowledge, City represents and warrants to Operator that (1) the CVNC Permits and
Contracts aze assignable, (2) the list of CVNC Permits and Contracts attached hereto
as Exhibit B is complete and accurate in all respects, and (3) City has obtained any
and all approvals from the applicable governing authorities or contracting parties that
are necessary or appropriate to allow Operator's use thereof.
o, Management of Dayto Day Operations. Except as otherwise specifically provided
herein, Operator shall have exclusive authority and control over the day to day
operations of the CVNC including, without limitation, the following matters: (1)
Hours of Operation; (2) Staffing Levels: (3) Hiring and firing of employees; (4)
Mazketing; (5) Admissions Rates and Policies; (6) Fundraising; (7} Educational
Programs; (8) Facility Maintenance; (9) Gift Store Operations; (10) Third-party use
of CVNC facilities; (11) Food Service; (12) Concessions; (13) Third-party contracts
for supplies or services; (lA) Presentation, standards of care and disposition of
CVNC Wildlife; (15) Arrangement, Modification and Construction of Exhibits; and
(16) modification of CVNC Permits and Contracts.
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d. City AssiQmnent of Use Rights to CVNC Land and Improvements. To the extent
necessary or appropriate for the operation of the CVNC by Operator, City hereby
assigns to Operator respective rights to (1) use of the CVNC Land and
Improvements, {2) the CVNC Permits and Contracts, and (3) the CVNC Wildlife
(collectively, the "CVNC Assets"). Notwithstanding the foregoing, City shall retain
a residual interest in and/or ownership of, as the case maybe, the underlying rights
and title to the CVNC Assets (excluding the CVNC fauna) such that upon the
expiration or other termination of this Agreement, unless otherwise ageed between
the parties, total ownership and control of the CVNC Assets (excluding the CVNC
fauna) shall revert to the City.
ARTICLE II. TRANSFER OF TITLE OF TANGIBLE ASSETS
2.1 Wildlife (Flora and Fauna). Operator shall have exclusive possession and control over
any and all flora and fauna located at the CVNC as of the Effective Date ("CVNC
Wildlife"): such possession and control shall include, without limitation, the exclusive
right and authority to sell, transfer, trade, loan or otherwise dispose of the CVNC
Wildlife in Operator's sole discretion.
ARTICLE III. TERM OF AGREEMENT
3.1 Term. The initial term of this Agreement ("Initial Tenn") shall commence on the
Effective Date and shall expire on June 30, 2015 ("Expiration Date"), unless earlier
terminated pursuant to ARTICLE X, herein.
3.2 Extension of Term. The Initial Term maybe extended by mutual written agreement of
the Parties.
ARTICLE IV. FUNDING AND USE OF REVENUE
4.1 CVNC Revenues. Any and all revenues generated through CVNC operations and/or
fundraising ("CVNC Revenue)" during the Term shall be retained by Operator and
solely applied to CVNC operational costs and/or development.
4.2 Operator Management and Funding. During the Initial Term or any extension
thereof, the Operator shall manage and finance all of the CVNC operations in a manner
consistent with and that fully satisfies Operator's obligations under the terms of this
Agreement. In the event that CVNC Revenue is insufficient by itself to cover the
operation of the CVNC under this Agreement, the Operator shall be responsible for
funding any operational deficit out of its own funds.
4.3 Operator's Special Reserve for Disposition of Fauna. Operator shall establish and
maintain a special contingency reserve account in the amount of $10,000. This account
shall be dedicated exclusively towards funding any and all activities Operator deems
necessary for the transfer, or other appropriate disposition, of the CVNC fauna to the
extent such disposition becomes necessary pursuant to the terms of Article X hereof.
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4.4 Joint Fundraising Efforts. The Parties agree to exercise their combined best efforts to
solicit and secure additional funding to support CVNC operations and development.
Fundraising efforts shall be coordinated through Operator's Director of Development
pursuant to Operator's approved fundraising plans and policies.
ARTICLE V. ADDITIONAL OPERATOR COVENANTS
5.1 Use Covenant. During the Initial Term and any mutually agreed upon extension
thereof, Operator covenants and agrees for itself, and its successors and assigns, that
Operator shall operate the CVNC as a zoological institution and attraction with hands-on
exhibits and live animal displays, which emphasize the importance of natural coastal
mazsh resources and their delicate ecosystem balance. To the extent practical, and to the
extent consistent with both the CVNC Requirements and the CVNC Permits and
Contracts, Operator shall also operate the CVNC consistent with the. standards
established by the National Association of Zoos and Aquariums as same may be updated
from time to time (collectively, the "Nature Center Use"). Without City's prior written
approval, Operator shall not seek entitlements or permits for the operation or
redevelopment of the CVNC property for other than the Nature Center Use. Operator
shall conduct the Nature Center Use in compliance with any and all applicable federal,
state and local laws and regulations and the CVNC Permits and Contracts and consistent
with the purpose of the CVNC License.
5.2 Operator's Non Profit Status and Management Ownership Structure. During the
Initial Term of this Agreement (and thereafter if extended), unless otherwise approved
by the City, the Operator shall continue to operate as a California non profit corporation
that is qualified as a tax exempt public charity pursuant to Internal Revenue Code
Section 501(c}(3) and California Revenue and Taxation Code Section 23701d. City shall
have the right to appoint one (1) Director to Operator's Board; provided however, City
agrees not to exercise its appointment right(s) hereunder in any manner that triggers
application of the Ralph M. Brown Act to Operator's Boazd meetings.
5.3 City Access for Special Events. Operator shall grant City free access to and use of
CVNC facilities for up to sixteen (16) separate events (including meetings) per calendar
year. City events shall be scheduled in accordance with Operator's normal scheduling
procedures so as not to interfere with normal CVNC operations or other scheduled
events. Events shall be for a maximum of one day each. Operator shall waive its
standard facility charges for City events covered by this Section, but reserves the right to
charge for any special services provided or costs incurred (for example, staff overtime or
charges for extended bus service hours).
5.4 Admissions. Operator shall provide City with fifty (50) admission passes per year for
use by City in any manner consistent with City policies and law.
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ARTICLE VI. ADDP1'IONAL CITY COVENANTS
6.1 Approvals of Other Agencies. City has obtained any and all approvals from the
applicable governing authorities or contracting parties that aze necessary or appropriate
to allow Operator's use of the CVNC Permits and Contracts.
a. City's Failure to Obtain Approval of Related A encies. In the event that after
City's good faith efforts to obtain approvals of Related Agencies for the transfer of
City obligations with respect to the CVNC, which failure would subject the City to
financial or other liability, this contract shall be deemed invalid, and the Parties
shall reenter good faith negotiations to establish a method to accomplish the goals of
this Agreement.
6.2 City "In-Kind" Services and Supplies. City agrees to provide certain "in-kind"
services and supplies to Operator to assist with CVNC operations during the hzitial Term
either at no cost or at an agreed upon rate of reimbursement. A list of such services and
supplies; corresponding reimbursement rate(s), if any; standazds of performance; and
schedules for delivery, is attached hereto as Exhibit C. Additional "in kind" services not
listed may be provided by City on terms to be negotiated.
6.3 Compliance with Permits and Contracts. City shall take no action with respect to the
CVNC Permits and Contracts that would cause any violation thereof or default
thereunder, or that would cause the CVNC to lose its accreditation with the American
Association of Museums. City shall immediately notify Operator in writing of any
notice of violation or default under any CVNC permit or contract, with sufficient notice
to allow Operator to take the necessary steps to cure same.
6.4 Deferred Maintenance Items. Parties agree to ongoing discussions regazding the
condition of the CVNC improvements and work plan for items requiring deferred
maintenance (the "Deferred Maintenance Work"). The Deferred Maintenance Work shall
be implemented in accordance with industry standards and shall be subject to Operator's
prior reasonable approval and acceptance.
6.5 Payment of Debt Service on CVNC Improvements. City shall continue to pay debt
service to Bank of New York to finance amounts loaned to City for construction of
certain of the CVNC Improvements, and shall strictly comply with any and all covenants
and agreements entered into in connection therewith.
ARTICLE VII. INSURANCE
7.1 Insurance. Operator's Obligation. Prior to the execution of this Agreement, Operator
shall (i) obtain, and upon the City's request provide to the City, insurance certificates
reflecting evidence of all insurance required in Section 7.1(a); (ii) obtain Ciiy approval
of each company or companies; and (iii) confirm that all policies contain the specific
provisions required by section 7.3(c).
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a. Types of Insurance. At all times during the term of this Agreement, Operator shall
maintain insurance coverage as follows:
i. Commercial General Liability. Operator shall provide at its expense a policy or
policies of Commercial General Liability [CGL] Insurance written on an ISO
Occurrence form CG 00 O1 07 98 or an equivalent form providing coverage at
least as broad and which shall cover liability including, personal injury and
advertising injury, bodily injury, property damage, and liability assumed under an
insured's contract (including the tort liability of another assumed in a business
contract). There shall be no endorsement or modification of the CGL Insurance
limiting the scope of coverage for either "insured vs. insured" claims or
contractual liability. Operator shall maintain the same or equivalent CGL
Insurance as described herein for at least ten (10) years following termination of
this Agreement. All costs of defense shall be outside the policy limits. The Policy
shall provide for coverage in amounts not less than three million dollars
($3,000,000) general aggregate limit, one million ($1,000,000) per occurrence for
Bodily Injury, Personal Injury, or Property Damage, and five hundred thousand
($500,000) sublimit for "Damage to Rented Premises," one million ($1,000,000)
of liquor liability coverage, and a $5 million excess liability policy;
ii. Commercial Automobile Liability. For all of Operator's automobiles used in
conjunction with the Project including owned, hired and non-owned automobiles,
Operator shall keep in full force and effect, a policy or policies of Commercial
Automobile Liability Insurance written on an ISO form CA 00 Ol 12 90 or a later
version of this form or equivalent form providing coverage at ]east as broad in the
amount of one million dollars ($1,000,000) combined single limit per occurrence,
covering bodily injury and property damage for owned, non-owned and hired
automobiles ["Any Auto"]. All costs of defense shall be outside the policy.
iii. Excess Liability. Operator shall provide Excess Liability Insurance affording
three million dollars ($3,000,000), or any other amount agree to and approved by
the City's Risk Management Department, in excess of General Liability and
Employer's Liability limits afforded on primary policies. The coverage will be
subject to the same terms, conditions, and exclusions found in the primary
policies.
iii. Worker's Compensation. For all of Operator's employees who are subject to this
Agreement and to the extent required by the State of California, Operator shall
keep in full force and effect, a Workers' Compensation Insurance and
Employers' Liability Insurance to protect Operator against all claims under
applicable state workers' compensation laws. The City, its elected officials, and
employees will not be responsible for any claims in law or equity occasioned by
the failure of the Operator to comply with the requirements of this section. That
policy shall provide at least the statutory minimums of one million ($1,000,000)
for Bodily Injury by Accident for each accident, one million dollars ($1,000,000)
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for Bodily Injury by Disease each employee, and a one million dollars
($1,000,000) for Bodily Injury by Disease policy limit.
A. Prior to the execution of the Agreement by the City, the Operator shall file
the following signed certiScation:
"I am awaze of the provisions of Section 3700 of the Labor Code which
requires every employer to be insured against liability for worker's
compensation or to undertake self-insurance, in accordance with the
provisions of that code, and I will comply with such provisions before
commencing the performance of the work of the Contract."
b. Rati~Reguirements. Except for State Compensation Insurance Fund, al] insurance
required by express provision of this Agreement shall be carried only by responsible
insurance companies that have been given at least an "A" or "A--" and "V" rating by
AM BEST, that are authorized by the California Insurance Commissioner to do
business in the State of Califomia, and that have been approved by the City.
i. Non-Admitted Carriers. The City will accept insurance provided by non-
admitted, "surplus lines" carriers only if the carrier is authorized to do business in
the State of Califomia and is included on the List of Eligible Surplus Lines
Insurers [LESLI list] with a current AM BEST rating of no less than A:X.
c. Endorsements Required. Each policy required under Section 73 of this Agreement
shall expressly provide, and an endorsement shall be submitted to the City, that:
Additional Insureds. Except as to Workers Compensation, the City and its
respective elected officials, officers, employees, agents, and representatives shall
be named as additional insureds.
Primary and Non-Contributory. The policies aze primary and non-contributing to
any insurance or self-insurance that maybe carried by the City of Chula Vista, its
elected officials, officers, employees, agents, and representatives with respect to
operations, including the completed operations if appropriate, of the Named
Insured. Any insurance maintained by the City of Chula Vista and its elected
officials, officers, employees, agents, and representatives shall be in excess of
Operator's insurance and shall not contribute to it.
iii. Waiver of Subrogation. Operator's insurer will provide a Waiver of Subrogation
in favor of the City for each required policy providing coverage for the term
required by this Agreement.
iv. Written Notice. Except as provided for under California law, the policies cannot
be canceled, non-renewed or materially changed except after thirty (30) calendar
days prior written notice by Operator to the City by certified mail, as reflected in
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an endorsement which shall be submitted to the City, except for non-payment of
premium, in which case ten (10) Calendar Days notice shall be provided.
A. The words "will endeavor" and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents, or
representatives" shall be deleted from all certificates.
d. Additional Insurance. Operator may obtain additional insurance not required by this
Agreement.
e. Deductibles/Self Insured Retentions. All deductibles and self-insurance retentions on
any policy shall be the responsibility of Operator. Deductibles and self-insurance
retentions shall be disclosed to and approved by the City at the time the evidence of
insurance is provided. At the option of the City, either: the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects the City, its officers,
officials, employees and volunteers; or the Operator shall provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
f Policy Changes. Operator shall not modify any policy or endorsement thereto which
increases the City's exposure to loss for the duration of this Agreement.
g. Reservation of Rights. The City reserves the right, from time to time, to review the
Operator's insurance coverage, limits, deductible and self-insured retentions to
determine if they aze acceptable to the City.
h. Not a Limitation of Other Obli atg ions. Insurance provisions under this section shall
not be construed to limit the Operator's obligations under this Agreement, including
Indemnity.
Material Breach. Failure to maintain, renew, or provide evidence of renewal during
the term of this Agreement maybe treated by the City as a material breach of
contract.
7.2 Insurance -City's Obligation. City shall maintain throughout the term of this
Agreement property casualty insurance coverage with respect to the CVNC
improvements in coverage amounts sufficient to cover replacement costs, and industry
standard comprehensive general liability insurance coverage with respect to city
conduct under this Agreement. City reserves the right to satisfy its CGL obligations
under this agreement through a comprehensive program of self insurance.
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ARTICLE VIII. INDEMNITY
8.1 Indemnity Defense and Hold Harmless. Operator shall defend, indemnify, protect and
hold harmless the City its elected and appointed officers, employees, volunteers, and
agents (collectively "Indemnified Parties"), from and against any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or
equity, to property or persons, including wrongful death, in any manner arising out of or
incident to any alleged acts, omissions, negligence, or willful misconduct of Operator, its
officials, officers, employees, agents, and contractors, arising out of or in connection
with the operation of CVNC. This indemnity provision does not include any claims,
damages, liability, costs and expenses (including without limitations, attorneys fees)
arising from the sole negligence or sole willful misconduct of one or more of the
Indemnified Parties. Also covered is liability arising from, connected with, caused by or
claimed to be caused by the active or passive negligent acts or omissions of the
Indemnified Parties, which maybe in combination with the active or passive negligent
acts or omissions of the Operator, its employees, agents or officers, or any third party.
8.2 Costs of Defense and Award. Included in the obligations in Section 8.1 is the
Operator's obligation to defend, at Operator's own cost, expense and risk, any and all
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against the Indemnified Parties. Operator shall pay and satisfy any judgment,
award or decree that maybe rendered against the Indemnified Parties, for any and all
legal expense and cost incurred by each of them in connection therewith.
8.3 Insurance Proceeds. Operator's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the Indemnified Parties.
8.4 Enforcement Costs. Operator agrees to pay any and all costs Indemnified Parties incur
enforcing the indemnity and defense provisions set forth in this Article VIII.
8.5 City's Indemnity Obligation. City shall have reciprocal obligations to defend,
indemnify and hold Operator, its officers, employees, and agents harmless as those
obligations of the Operator to defend, indemnify and hold City harmless defined in
Sections 8.1 through 8.4.
8.6 Survival. A Party's obligations under this Article VIII shall survive the termination of
this Agreement.
ARTICLE IX. REPORTING
9.1 Periodic Reports and Meetings. Operator shall provide City with periodic financial
reports, at least quarterly, and shall meet and confer with City staff from time to time to
review operational issues not specifically addressed by this Agreement.
to
19-15
ARTICLE X. TERMINATION
10.1 Termination for Breach. Either party may terminate this Agreement earlier than the
natural expiration date if the other party has materially defaulted in its obligations and
the terminating party has provided the defaulting party with written notification of such
determination, and the defaulting party has refused to cure the default within thirty (30)
days of such notice. If the default is such that the cure will require longer than 30 days,
the time for cure will be extended for the period of time reasonably necessary to
complete the required work, provided, however, the defaulting party must promptly
begin the required cure and diligently prosecutes same to completion.
10.2 Termination of Agreement for Convenience of City. City may terminate this
Agreement at any time and for any reason, by giving specific written notice to Operator
of such termination and specifying the effective date thereof, at least thirty (30) days
before the effective date of such termination. If the Agreement is terminated by City as
provided in this paragraph, at the option of the City, the title of all non-capital, tangible
assets shall be transferred to the City; otherwise, disposition of such assets shall follow
the procedure established in Section 10.3.
10.3 Natural Termination of this Agreement. In the event that either party elects not to
extend this Agreement past the Initial Term, upon thirty (30) days written notice from
City, Operator, at its sole cost, shall take all necessary and appropriate steps necessary to
transfer CVNC fauna to another qualified institution for continued care and maintenance.
CVNC fauna that Operator determines cannot reasonably be transferred shall be
otherwise disposed of as Operator deems appropriate and in a manner that is consistent
with industry standards.
10.4lnjunctive Relief. If the Operator commits a breach or actions that suggest an
anticipatory breach of any of the covenants contained in this Agreement, and such
occurrence or actions remain uncorrected for a period of thirty (30) days or more, City
and its successors and assigns, without regard to whether City or its successors and
assigns are an owner of any land or interest therein to which these covenants relate, may
institute and prosecute any proceedings at law or in equity to abate, prevent or enjoin any
such violation or attempted violation or to compel specific performance by Operator of
its obligations hereunder. No delay in enforcing the provisions hereof as to any breach
or violation shall impair, damage or waive the right of any party entitled to enforce the
provisions hereof or to obtain relief against or recover for the continuation or repetition
of such breach or violations or any similar breach or violation hereof at any later time.
10.5 Additional Remedies. In addition to the termination rights contained in Sections 10.1,
10.2, 10.3, and 10.4 hereof, City and Operator shall each have any other remedies
available at law, equity, or other proper proceedings.
17
19-16
ARTICLE XI. NOTICE
11.1 Notices. Unless otherwise specifically permitted by this Agreement, all notices or other
communications required or permitted under this Agreement shall be in writing, and
shall be personally delivered; sent by registered or certified mail, postage prepaid, return
receipt requested; or sent by facsimile, provided that the telecopy cover sheet contain a
notation of the date and time of transmission, and shall be deemed received: (a) if
personally delivered, upon the date of delivery to the address of the person to receive
such notice, (b) if mailed in accordance with the provisions of this paragraph, two (2)
business days after the date placed in the United States mail, (c) if mailed other than in
accordance with the provisions of this paragraph or mailed from outside the United
States, upon the date of delivery to the address of the person to receive such notice, or
(d) if given by facsimile during business hours when delivered can be confirmed, when
delivered. Notices shall be given at the following addresses:
If to City: The City of Chula Vista
Attn: City Manager
276 Fourth Avenue
Chula Vista, CA 91910
Fax:
With a copy to:
City Attorney [same address]
If to CVNC: Chula Vista Nature Center Foundation
Attn: Executive Director
1000 Gunpowder. Point Drive
Chula Vista, CA 91910-1201
Fax:
ARTICLE XII. MISCELLANEOUS PROVISIONS
12.1 Headings. Al] article headings are for convenience only and shall not affect the
interpretation of this Agreement.
12.2 Gender & Number. Whenever the context requires; the use herein of (i) the neuter
gender includes the masculine and the feminine genders and (ii) the singular number
includes the plural number.
12.3 Reference to Paragraphs. Each reference in this Agreement to a section refers, unless
otherwise stated, to a section in this Agreement.
]2
19-17
12.4Incorporation of Recitals. All recitals herein are incorporated into this Agreement and
are made a part hereof.
12.5 Covenants and Conditions. All provisions of this Agreement expressed as either
covenants or conditions on the part of the City or the Consultant, shall be deemed to be
both covenants and conditions.
12.6Integration. This Agreement and the Exhibits and references incorporated into this
Agreement fully express all understandings of the Parties concerning the matters covered
in this Agreement. No change, alteration, or modification of the terms or conditions of
this Agreement, and no verbal understanding of the Parties, their officers, agents, or
employees shall be valid unless made in the form of a written change agreed to in writing
by both Parties or an amendment to this Agreement agreed to by both Parties. All prior
negotiations and agreements are merged into this Agreement.
12.7 Severability. If any portion of this Agreement shall be held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions
shall remain enforceable to the fullest extent permitted by law if enforcement would not
frustrate the overall intent of the parties (as such intent is manifested by all provisions of
the Agreement, including such invalid, void or otherwise unenforceable portion).
12.8 Drafting Ambiguities. The Parties agree that they are aware that they have the right to
be advised by counsel with respect to the negotiations, terms and conditions of this
Agreement, and the decision of whether or not to seek advice of counsel with respect to
this Agreement is a decision which is the sole responsibility of each Party. This
Agreement shall not be construed in favor of or against either Party by reason of the
extent to which each Party participated in the drafting of the Agreement.
12.9 Conflicts Between Terms. If an apparent conflict or inconsistency exists between the
main body of this Agreement and the Exhibits, the main body of this Agreement shall
control. If a conflict exists between an applicable federal, state, or local law, rule,
regulation, order, or code and this Agreement, the law, rule, regulation, order, or code
shall control. Varying degrees of stringency among the main body of this Agreement, the
Exhibits, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the
most stringent requirement shall control. Each Party shall notify the other immediately
upon the identification of any apparent conflict or inconsistency conceming this
Agreement.
12.10 Prompt Performance. Time is of the essence of each covenant and condition set forth
in this Agreement.
12.11 Good Faith Performance. The parties shall cooperate with each other in good faith,
and assist each other in the performance of the provisions of this Agreement.
12.12 Further Assurances. City and Operator each agree to execute and deliver such
additional documents as may be required to effectuate the purposes of this Agreement.
13
19-18
12.13 Exhibits. Each of the following Exhibits is attached hereto and incorporated herein by
this reference:
Exhibit A - CVNC Land and Improvements
Exhibit B - CVNC Permits and Contracts
Exhibit C-City "In-Kind" Services
12.14 Conflict of Interest.
a. No member, official or employee of City or Operator shall have any personal
interest, direct or indirect, in this Agreement, nor shall any such member, official
or employee participate in any decision relating to the Agreement which affects
his or her personal interests or the interests of any corporation, partnership or
association in which he or she is, directly or indirectly, interested.
b. Operator warrants that it has not paid or given, and will not pay or give, any third
person any money or other consideration for obtaining this Agreement.
12.15 Non-liability of City Officials and Employees. No member, official or employee of
City shall be personally liable to Operator or any successor in interest in the event of
any default or breach by City or for any Agreement which may become due to
Operator or successor or on any obligation under the terms of this Agreement.
12.16 Compliance with Law. City and Operator agrees to comply with all the requirements
now in force, or which may hereafter be in force, of all municipal, county, state and
federal authorities, pertaining to the ownership and operation of the CVNC all
improvements constructed thereon and all operations conducted thereon.
12.17 Jurisdiction and Venue. The venue for any suit or proceeding concerning this
Agreement, the interpretation or application of any of its terms, or any related disputes
shall be in the County of San Diego, State of California.
12.18 Municipal Powers. Nothing contained in this Agreement shall be construed as a
limitation upon the powers of the City as a chartered city of the State of California.
14
19-19
12.19 Attorneys' Fees. Should any litigation (including any proceedings in a bankruptcy) or
azbitration be commenced between the parties hereto or their representatives
concerning any provision of this Agreement or the rights and duties of any person or
entity hereunder, the party or parties prevailing in such litigation or azbitration shall be
entitled, in addition to such other relief as may be granted, to the attorneys' fees and
court or azbitration costs incurred by reason of such litigation or arbitration, including
attorneys' fees and experts' fees incurred in preparation for or investigation of any
matter relating to such litigation or arbitration.
12.20 Administrative Claims Requirements and Procedures. No suit or arbitration shall
be brought arising out of this agreement, against the City unless a claim has first been
presented in writing and filed with the City and acted upon by the City in accordance
with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as
same-may from time to time be amended, the provisions of which are incorporated by
this reference as if fully set forth herein, and such policies and precedures used by the
City in Che implementation of same. Upon request by City, Consultant shall meet and
confer in good faith with City for the purpose of resolving any dispute over the terms
of this Agreement.
12.21 No Third Party Beneficiaries. The parties to this Agreement acknowledge and agree
that the provisions of this Agreement are for the sole benefit of City and Operator and
not for the benefit, directly or indirectly, of any other person or entity, except as
otherwise expressly provided herein.
12.22 Successors in Interest. This Agreement and all rights and obligations created by this
Agreement shall be in force and effect whether or not any Parties to the Agreement
have been succeeded by another entity, and all rights and obligations created by this
Agreement shall be vested and binding on any Party's successor in interest.
12.23 No Partnership. Nothing contained in this Agreement shall be deemed or construed
to create a partnership, joint venture or any other similar relationship between the
parties hereto or cause City to be responsible in any way for the debts or obligations of
Operator or any other person.
12.24 Approval. Except as otherwise expressly provide in this Agreement, where the
consent or approval of a Party is required or necessary under this Agreement, the
consent or approval shall not be unreasonably withheld.
12.25 Assignments.
a. City Approval Required. The qualifications and identity of the Operator are of
particulaz concern to City. Operator recognizes that it is because of such
qualifications and identity that City is entering into this Agreement with Operator.
Therefore, no voluntary or involuntary successor in interest of Operator shall
acquire any rights or powers under this Agreement except with the prior written
15
19-20
approval of City in its sole discretion. Any purported assignment in violation of
this Section shall be void.
Permitted Transfers. Notwithstanding anything in this Agreement to the contrary,
Operator may, without the prior written approval of City, assign or otherwise
transfer its interest in this Agreement and its rights and powers under this
Agreement (a "Permitted Transfer") to any holding company, corporation,
association or entity which is or becomes a parent, subsidiary or affiliate of
Operator provided that Operator retains substantial management and control
thereof, or to any successor of Operator by reason of change of name, merger,
consolidation, reorganization, dissolution, lender acquisition or sale of Operator
interests or assets, provided that, the transferee assumes the rights and powers of
Operator under this Agreement.
12.26 Condition Precedent. It is understood that as a condition precedent to any action to
approve this Agreement, City must consider and adopt the appropriate resolution. Said
resolution must contain the findings required by law. City agrees to use due diligence
in processing the matter to hearing before the City Council.
12.27 No Waiver. No failure of either Party to insist upon the strict performance by the
other of any covenant, term or condition of this Agreement, nor any failure to exercise
any right or remedy consequent upon a breach of any covenant, term, or condition of
this Agreement, shall constiiute a waiver of any such breach of such covenant, term or
condition. No waiver of any breach shall affect or alter this Agreement, and each and
every covenant, condition, and term hereof shall continue in full force and effect to any
existing or subsequent breach.
12.28 Signing Authority. Each party represents that the persons executing this Agreement
on behalf thereof have full authority to do so and to bind such parties to perform
pursuant to the terms and conditions of this Agreement. Concurrently with Operator's
submission of this Agreement to the City for execution, Operator will submit to City a
copy of documents evidencing the due formation and nature of Operator and the
signatory's authority to sign on behalf of Operator.
12.29 Counterparts. This Agreement maybe signed in multiple counterparts with the same
force and effect as if all original signatures appeazed on one copy; and in the event this
Agreement is signed in counterparts, each counterpart shall be deemed an original and
all of the counterparts shall be deemed to be one Agreement.
[NEXT PAGE IS SIGNATURE PAGE]
16
19-21
SIGNATURE PAGE
TO MEMORANDUM OF UNDERSTANDING
[CHULA VISTA NATURE CENTER]
IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the
date first set forth above.
CITY:
THE CITY OF CHULA VISTA
By:
Cheryl Cox, Mayor
Attest:
Donna Norris, City Clerk
CVNC:
APPROVED AS TO FORM:
Glen R Googins
City Attorney
CHULAVISTA NATURE CENTER FOUNDATION
By:
[Print Name and Title]
By:
[Print Name and Title]
17
19-22
-H%li1bl~ r'A~•
Bc;;,~artcs~ga~s;EG sv: ifi33
RE6EVEIGPHENT AGENCY DF THE CITY OF CH(1LA V1STA
Hhen Recorded, Pleaea Matl
Phis Inetrament To,
REDEV£LOPSlUIT ABERCY flF THE CITY OF CNULA VISiA
C fry of Chula Vista
P.O. Bax iB87
Chula Vtato, CA 92032
p qq ~~aa 1l~~II
8$-4YtvQy
1 RCLOA~~ }f~
e,LSiHR'.iRiG [iii +~~~:
~sesVV,~~~uRRv,a~3o uses os
~CBURTY R~60ROEA
NO TRANBFER TA% tN7E
Assessor+a Parcel No.:
pace a eve a ne or ecor e s use on y
EREEMBNT Fl}R BATt1RB ZNTERPAETZVE CBNTBR AND -
A LICENSR FOR ACCESS AND UTILITY LIMB 8URP0566
FOB q VALUAOLS CONSIDaRAT30N, receipt at whfah is hereby
acknowledged, SANTA FE LAND IMPROVENSNT C071PANXr a Corporation
organised under the laws of the firsts oP Ca13Parpia hereby grants
to ins REpEVELOPMENT AGENCY OP THE CZTY OP CNULA VZSTA an ease-
meat, CO be used Eor the purpose specified herein and ,ro other,
upon, over and across the real property locates is the City of
cnula Vista, Coenty of son Diego, State of Cal iibrnin, more par-
ticularly deaoribed fn Exhibit R attaC)ted hereto end lnl tialed end
by this re£erertca lncarporated herein.
This easement is graated solely for the wnatruction, opera-
tion: maintenance, csrpair, renewal and replacement from time to
time oP a Nature Zneerpretiva Center open to the pabLc mntalning
approximately ten thousand (70a000! square #eet under roof, in
adaitiod to associated and ancll3ary parking eaciiities, lnnasaap+
ingg, within the area above described Fa Bxhibit A. In aaaitiors,
Ln is easement is granted for all Phase 1 and Phase 2 on and
oFF-site grading work for saLd Nature Interpretive Center,
lnciud ing, but not limited to, off-site drainage and uttitty
facilities required to serve the subject Canter project shown on
Exhibit •B^ attached hereto and fnrorporated herein by reference
and more pareteularly aeaccibed on City of Chula Vista PZan Has.
86-5g through and lnaludin9 B6-64 revised APrtl 28, 7986.
In addition to the above-refs renced easement, Grantor hereby
grants to Grantee a 1{ce~c over and across the land herefna.`ter
descrLbed for veh icalar and pedestrian ingress and egress to and
Prom the Nature Interpretive Center arse. Grantor also grants a
1lcenbe to Grantee for the purpose of insWlltng a Hater line to
serve the Nature interpretive Cancer site, the nature and type of
which to be determined by Grantee. Grantor shall have the right
to relocate said access and water line in the event that said
19-23
NO fEE
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2634
access and water line obstruota or interferes with the development
or adjacent ana/or underlyinu property coned by the Grantor, pxo-
v3dea that reasonable alternative access and water line raiocatfon
ar0 tn8rea £tec allowed tv and for the Nature Zntetpretive Center.
The cost of moving the water line or other uti iities serving the
Nature Igterpretive Center sha12 be borne egnally by the Grantor
inatali nut~illtyG lf.nea thetthGranteentmayt req i.reeeFor theG1Hature
interpretive Center acre.
mhe irtittal locations of the above-referenced licenses for
roadway and utility ltnea is as designated on Fachibit s attached
h era to and incorporated herein by re Faience.
Grantee, 6y areepting [his easement and license, agrees to
the follaWing:
T) Grantee agrees to indemnify, defend and hold harmless
Grantor from all liabi licy arising €rom actions of Grantee ac 3ta
agents and oontrartore, and persons using, visiting and Sn transit
to or from Gcan tae's facf iities over the property described fn
8xhfbite A and 6.
2) Grantee shall, prior to beginning any grading or other
wank on ar related to construction of the Nature Interpret lve
Center project, install sand bags at the limits of grading ns
86 54 referenced herefnatrove,p sa id limits Shaving uEeenneataDl3ahe9
and clearly marked on the ground by a Registered Civil Bngineer
authorized to practice land avrveying or a licensed land surveyor
who aha13 work for and at the expense of Grantee. Grantee shall
also, prior to bag lnnfng conatruCtlon o£ the Nature Taterpretlve
Center project, install a fence around ehereasomablr deal red to
as described 1n exhibit A, of a typ Y 4n
prevent unauthorized persona from going onto or leavi~p the site
during construction. Grantee hereby warrants to Grantor that it
ahai2 not permit or suffer any debris or denolitian materials yr
other waste of any kind to ba played, buried, stored or abandoned
within any area subject to this easement in favor of Grantee, or
subject to mntcol or ass by Grantee for pnrposea of grading or
construction.
3) Grantee aba11, prior to beginning any grading oz other
work on or related to Conetcuctton of the Nature interpcatlve
Center project, submit to Grantor for Sts review any and all
contracts for grading ar other construction worX On ar related to
the Nature Interpretive Center project. Grantor's revfev shall be
solely for the pa=pose o£ asauri ng itself that job spectficatlons
and contract docaments adequately protect Gragtor and Grantor's
property Erom damage or mie use.
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19-24
2635
Grantor shall have the right of reaeonatrla access to and over
Sicenee~t for fngroas and egress to and of ramnthe rrealb~p~ petty tof
G YanCOC.
Grantor hereby further grants to she Cttp Of Chula vista the
priv11eg0 and Tighe to extend reasonable drainage structures and
excavation and embankment aiopae beyond the li mite of the rig)tt-
of-vay descr 3bad 3n Exhibit a where required for the constractlon
artd matntananea of Bald aCCe88 read. AE5EAV1A6 unto 6rantar Of
the above-deacrlbad parcel of land, !ts sucoeasore or assigns, the
right to eliminate such slopes and/or drairtege atructu tee or por-
tions hereof. when in the written opinion of the City Engineer of
Grantee, the necessity therefor is removed by substituting other
s ttutionnis s£iret tappcoved !e wr3tingabyl said City iEng in~e~.-enb-
Grankor hereby further grants to nd road buildings materials
(growing or Chat may hezeaftar grow),
w ichin the real property described in Exriibite A and e, including
the right ea CaY.e water, together with the right to use the same
ppin such manner and at such locations as saFd Grantee may deem
improveme»tdorlmalntenanrero£ saidhGcanteeYncimprovementatruction,
Ln add itlon. Grantor anti efpatvs allowing a lteenee to
continue Eor roadway, drainage, and ut illty line purposes until
such time ae a permanent roa8 is built to serve the Nature
interpretive Center area, which road sh r~~ ba d a eared es
permanent public, city street and which ahaLt'ta in rhos
u tilitiea regsis lie for aecvice of the Natu ra Interpretive Center
fa0l li ty.
mh3a Grant of Easement ahali exist until such time as there
is an agrasmsat entered into 6etwean Granter and Grantee dsd tfie
t onthe Baya prone Project, andn ChroughC whichf 3th isa antScipatedtthe
area shown to Exhibit A wail be rnnveyed to Grantee in fee. In
roadwayn andrut{13tyn3lneppuarposesountFl asuchetime Cas an permanent
~~~6a
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19-25
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which St lmev said troad wf Ll be dedicated sra permanent tpvblic~ city
street.
noted this 2$ ~'aay of ~._• 1985.
SANTA PE LAND IHpROVEMENT CO}FPANYr
a California corporation
i; --
te
Tae terms of this Easement nd incense Agreement are acdepted
by the C1ty of Chula Vista
REDEVELOPMENT AGENCY OF TNI: 1TEST'
CITY GF EDGA Y TA ~ /~
EYP ~1 ,~ G.Lf.G ~ !J
(Acknowledgement)
STATE OP CALL t•ORN1A }
SB
coGNTx of J r.,o.r.,r.. )
On , }9,R„ before me,
the vn ers 9ne • a rotary Public in and
for said State, personal ip appeared
persorsa Y nown o ae or prov to me
tq be the person_ whose name
subsozihad to the wttaln LnseiumenC ana
acknowledged that ~ executed the
same.
W ITHES3 my hand and o£f icial seal.
Signature ~?s~ i~
Ndme _
ype or r me
orwcw.srx
J.L LYONS
s...' wUtvv PUSUC ~cxcsmu
k.12~'+ _an NnnGSCO Cwmly
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ExNIBIr ^a°
2637
tanan vtsYA SBSZitPliaS3VZ atASaltt e!WldR
Being a portion of quarter sections 373 and 180 of the Asneho 0e
La Na cion, in rife City at Chula Vista, County of San Diego, State
of California as shown on Accord of SuYVey No. 4039 on file in
the office of the Recorder of said Countyr said poste on being
moYa particularly dose ribed ns fol3ovaf
PARCEL 'A`
Beginning az the Sovshraaterly corner of said Ouarier Section 173
as ahawn'bn sand Retard of Survey Ho. 9D39: sherrce
;. Sovch 72'13'27" west 170.OD feet so s point on Lhe
Easterly boundary of said Accord of 6urvay No. 9039r
2. thence continninq South 72'19'27" Ken 516.51 feel to
the bE9innS ng OZ A [aP9eLL 30,00 feat 'radivi CnrVe
eencave Northerlyl
3. thence wear esly along said curve tArougb b General
angle oP 92.47'Of" nn src distance of x8.56 feetr
4• thence tangent tv said curve north 24.59'32" west
65]•90 feet to the tregfnning of a sangent 50.00 foot
radius Carve concave Sautherlyr
5. thence westerly along seed ourva through n central
angle of 93'Z2'22" an arc distance of 87.46 Seetz
g, thence tan9aat Lo saitl curve Souzh 71'36'16" Wass
1644.42 feet to the bee inning of a tangent 300.00 fool
red eve curve concave Nar chweceerlyr
7. thence Sovsl7vestesiy along said curve shrough a central
nngie oS 17.30'07" an arc distance oP 89.90 Seet:
~~ 8. thence tangent co saga curve South 88.48.23" Fesc
3fi3.76 fees to the Deganning of a sangrnt 40.00 Foot
radius curve coxave Norcheslyz
9, thence Westerly along se id curve throagh a central
angle of 51'38'Sd" an arc distance of 36A6 Seet;
10. thence tangent to said carve Forth 39.92'43" West 49.16
fees to the beginni nc of a tangen[ 320.00 Soaz radiva
cur VC Concave NOLGhtaaLerly7
ll. shenca Abrchvasserly along said curve lfrough a central
angle of 22.56'56" nn arc distance of 128.36 fees to
tae TRUE AD1NP OF BEGINNING of trr Heroin dva embed
Pared "A°:
thence leaving said curve a1 OA$ a non[an9ent ]ine or ~O'12.56"
wens 39.05 feats thence Norzh__VO'15'26_'~ase 19`e.2,3_feet~ snerce
I~ozth-,9 B'96'S4".JVast 59:28_Seat; shenca Fdrsh 50.5~2~west
.221.67 fees; thence N9rsh 34.33'06".~ast_139.P.9_le e5; shenca
NOYLh 72'44'57° Ea,5L ~,5,$4fe4.L.r [hence ^~DOth 56~06'SQ° EdSL
283.08 Sees; thence ovih 74, ~.[t,IS~. Ears 41..62LeCt..io n pof nt
on~~cbe arc of a nont engens 900.00 foac radiva curve concave
Fort1•.vesterl y, a radial ISne to said point beer6 Sovih ~3 •.55 52"
East; ihanoe Sovshr.asserly along said curve zhrough a central
anoJe of 11 .31'3A" an arc diseanee of 18].05 fees? thence along a
n ontangesis line Sonsh 97.52_32_west ?99.90 feet? thence North
80.,.}2; 58" west% 24.98 fees co Lh¢ TRL'e PDINT OF BEGINNING.
-- - Pape 3 of 4
Cortaa r,i ng 3.33G acres
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I638
P1dK:N. "B'
A 30.D0 font Eaeemsnt Pnr ingresa, sgress, public imprnvcmenes
and public utilities nvsr a portion nt Ouazter Sections 372, 373, r
and 180 of the above dase#bed Rancho , said easement 2yiog 15.00
feet nn either side measured at right ang le8 to the fnllrx+ing
described centerlSneo
Eeginaing st the begin niag of rovsse nn. 2 in parcel "s' above
thence retracing enurs es3 through 11 in Parcel "A" to the TRUE
POINT OP BEGIA'NIN6 of Parcel "A" ebnva being the terrain va nt the
herein described centczltne, the sidelSnes of said 34.00 Eons
easement a be lengthened nr ahnrtened so as to terminate in Lha
Ra at erly boundary of Recrord of Sur vay Nn. 9039 at tbo point of ~
beginning and in the boundary nF Parcel "t," above at the point nF _
tczmi nus.
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19-28
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i,~ EXRIE77 "A"
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PARCd[. 'C'
A 30.00 font Easement for ingraaa, egress, public imprnvementa
and public util Stiec aver pnrtSnnc of pDarter Sections 172 and
I73 of Rancho De ha NaDinn Sn the city of Caula Yista, County n#
san Diego, State nP Callfnrn3a as shown nn Record of Survey Nn.
9039 on Pile in the OFfi ee nF the Recorder of saia County, said
ea semeut being 30.00 feat 3n width, 35.00 fact nn either side
measured at right angles to the Fnilnwing described centerlines
seg4nning at the Southeast rnrntr of Ouaster 8ectinn 173 as shown
nn ~eaid Racnrd nP Survey Rn. 9039s thence 6nuth 72'13'27" West
20.00 feet to the westariy line a£ the Ban Diagn and Arizona
Eaaiern Rai lrnad rigst-of-way ea shown nn said Recard of Surrey,
said point being the TRUE POIYT OF EEGiRR1RG7 ehancr continuing I
South 72`13'27" West 150.00 feet to o point Sn LhY boundary of ~
said Racnrd nF 6urvey Ra. 9039 and the point nF terminus of the
herein described centerline.
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The sidelines nP said easement is Da lengiheired nr shortened sn
as to terminate nn the Nesterly line of tAe reilznad right-nf-way
at the TRUE POINT OP BEGINNING end the Easterly boundary of
Record of Survey Nn. 4039 at the point of terminus.
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19-29
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A 3D.OD font Easement for ingress, egress, publfe improvements
and FuDl is ntilitiee over portions of Oua:ter Sections 463, 162,
i72 and 173 of Rancho De La Nacinn in the City of Chula Visca,
County of San Diego, grate of Cali £ornia as shnvn nn Record of
6uz vay Nn. 9039 nn file in the Office of the Recorder of said
County, said easement being 30.00 teat is width. 25.00 feet nn
either side measured at rlghs ang3es w the Snl3nwing described
CCRterli Ref
DaglnRing at the southeast cnrrrer of Ovarter Sectfnn 173 as shnvn
nn said Re cord of Survey Sn. 9038: Shen ce South 72'13'Z7 "-Wear
20.00 feet to the Westerly line nt the san Diego and Arizona
Eastern Railroad right-nf-vay as shnvn nn as id Record of Survey,
Said point being LbH TRUE POINT OP BEGTNNiNO: Chence North
74'13'27" Ea 6t 4W D0 feet to a point nn the Easterly right-of-way
df said railroad and the point of terminus nt the herein
described centerline.
The 6idel Ines of acid easeaent to be lengthened nr shortened sn
as to terminate nn the Westerly line of the rai lrnad right-nF-way
at the TRUE POINT OF SEOIRSING and the Easterly line of the
railroad right-n£-way at the point of terminus.
Page 4 of 4
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Exhibit `B"
Chula Vista Nature Center Permits and Contracts
State of California Coastal Conservancy
Grants/Funding Agreements:
Grant Agreement # 84-67
Grant Agreement # 84-83
Grant Agreement # 87-035
Grant Agreement # 95-012
Grant Agreement # OS-073
United States Fish and Wildlife Service
Easements
Grants/Funding Agreements
Agreement # 801817M292
Agreement # 8168067219
Agreement # 8 1 6 8 076 1 060
Agreement # 81680761094
Agreement # 8 ] 68097031
San Diego Unified Port District
Grants/Ftmding Agreements
Agreement -Document 53847
Agreement -Document 53889
State of California -Department of Parks and Recreation
Grants/Funding Agreements
Project # GF-37-018; Contract # 50-13-D16
Project # WC-37-001; Contract # C2009415
Project # UC-37-003; Contract # C2011022
Project # GF-37-084; Contract # C5028015
19
19-32
Exhibit "C"
City "In Kind" Services
Maintenance of Facilities
City, through its Public Works Department, at its sole cost, shall provide maintenance
services and materials for CVNC facilities, infrastructure, built-in exhibits, and life support
equipment in order to keep such items in operating condition in a manner commensurate with
the provision of such services and materials to other City facilities, with a target of
maintaining the CVNC in accordance with industry standards for similar facilities or better
("Routine Maintenance"). City's obligations hereunder shall exclude the maintenance and
repair work required for removable exhibits, exhibit decorative exteriors, and exhibit
contents.
hi addition to Routine Maintenance, City's obligations hereunder shall include the obligation
to repair or replace, as necessary, any failed infrastructure or life support equipment item
necessary for the full and lawful operation of the CVNC and the preservation and exhibit of
CVNC Wildlife ("Key Facility Repair or Replacement"). City commits to expending up to
$40,000 annually in labor and materials toward Key Facility Repair or Replacement during
the term of the agreement, with any additional City funding subject to City approval in its
sole discretion. Operator shall be responsible for any Key Facility Repair or Replacement
work it decides is necessary above and beyond City's commitment hereunder.
With the exception of the Key Facility Repair or Replacement obligation, the above described
services and standards may be subject to modification in the event City budget related issues
materially affect the standards upon which such services are delivered to City's other
facilities. Prior to implementing any such modifications in services, including any initial
modification of service required below the standard of services existing as of the Effective
Date, City agrees to provide Operator reasonable notice of such change and to reasonably
consider Operators input regarding same, with the shared objective of maintaining the highest
possible CVNC physical appearance, condition, and functionality.
Transit Services
City, through its contract with MTS, shall continue to provide bus transit services to Operator
for CVNC operations, in accordance with standards existing under the MTS contract as of the
Effective Date. Operator shall reimburse City for any and all costs associated with such
service.
IT Services
City, through its IT Department, at its sole cost, shall provide Operator support services for
CVNC telecommunications and computing systems (excluding telephone and data
z0
19-33
transmission services provided by outside vendors or contractors) at the same level provided
other City facilities.
The above described services maybe subject to modification in the event City budget related
issues materially affect the standazds upon which such services are delivered to City's other
facilities. Prior to implementing any such modifications in services, including any initial
modification of service required below the standazd of services exisring as of the Effective
Date, City agrees to provide Operator reasonable notice of such change and to reasonably
consider Operators input regarding same.
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19-34