HomeMy WebLinkAbout2012/06/28 Item 02CITY COUNCIL
AGENDA STATEMENT
~~~ CITY OF
'"'^ CHUTA VISTA
JUNE 28, 2012, Item 2
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN OPERATING
AGREEMENT BETWEEN THE CITY AND THE LIVING
COAST DISCOVERY CENTER
SUBMITTED BY: ASSISTANT CITY M AGER S l
REVIEWED BY: CITY MANAGE
4/STHS VOTE: YES ~ NO
SUMMARY
On February 2, 2010, the Chula Vista City Council (City) and the Chula Vista
Redevelopment Agency (Agency) entered into a forma] 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. As that term is soon coming to an end, the City and
Operator would like to enter into a new Operating Agreement for a period of three (3)
months, ending September 30, 2012, while they continue to negotiate terms and conditions
fora 3-year extension of the Operating Agreement. This resolution approves such Operating
Agreement and provides for additional financial support from the City, previously approved
by Council, to cover some utility and shuttle bus expenses.
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 amendment to 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
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JUNE 28, 2012, Item 2
Page 2 of 3
BOARDS/COMMISSION RECOMMENDATION
Not Applicable
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, with an expiration date of
June 30, 2012.
A new agreement is now being proposed, with a three (3) month term and an expiration date
of September 30, 2012. The agreement addresses several timely issues:
• it acknowledges a recent name change to the non-profit corporation formerly known
as the Chula Vista Nature Center Foundation. The corporation is now the Living
Coast Discovery Center (Discovery Center).
• it honors a promise to the Discovery Center for additional financial support from the
City
A copy of the proposed agreement is attached (Attachment "A")
The proposed agreement incorporates or restates all of the pertinent content that was agreed
upon by the City and the Nature Center Foundation for the initial agreement and the
subsequent first amendment, and excludes items that were essentially applicable orily to the
initial transition of operations from the City to the Foundation.
The proposed agreement commits the City to a higher level of financial support, increasing
City expenditures by an estimated $6,300 each month. This increased funding will cover
the costs of electricity, water, and telephone services at the facility, and will also provide
fuel costs for the shuttle bus. A portion of these services were the City's responsibility
during the term of the initial agreement, but were transferred to the Nature Center under the
first amended agreement. The Discovery Center is experiencing some financial challenges,
and the additional City support will assist them in managing their resources and will help to
alleviate some cash flow issues. The Discovery Center has applied for a number of grants
and financial support from a variety of sources, and expects to have some response to their
applications during the term of the proposed agreement.
The City and the Discovery Center will continue discussions about a longer term
amendment or agreement during the next three months.
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JUNE 28, 2012, Item_2
Page 3 of 3
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 subject of this action.
CURRENT YEAR FISCAL IMPACT
The City has expended $62,479 for utilities and shuttle bus fuel as of the preparation of
this report. These expenditures were to have been offset by reimbursements from the
Foundation (now the Discovery Center) per the terms of the current agreement.
However, cash flow issues have prompted the Discovery Center to request an extended
reimbursement schedule, so no offsetting revenue is anticipated for the current fiscal year
expenditures. The City has paid approximately $164,000 in debt service on the facility,
and has provided routine maintenance services at an estimated cost of $60,000 this fiscal
year. The City has also provided ongoing IT support services, at an estimated cost of
$20,000. Total City expenses for FY 2012 are estimated to be nearly $307,000
ONGOING FISCAL IMPACT
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. However, the amended agreement
specifies that the City will incur the costs of electricity, water, telephone service, and
shuttle bus fuel for the three month term. These expenditures are anticipated to be
approximately $5,800-$6,300/month, In addition to the ongoing $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" -Operating Agreement between the City and the Living Coast Discovery Center
Prepared by John Gates, Principe! Recreation Manager
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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 UPON API~ROVAL B
THE CITY,
R. Googins
~ Attorney
L5 ~17i
Dated: ~P
OPERATING AGREEMENT
BETWEEN
THE CITY OF CHULA VISTA AND
THE LIVING COAST DISCOVERY CENTER
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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 LIVING COAST
DISCOVERY CENTER, a Califomianon-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 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. On or about June 16, 1997, the Operator changed its name to the Chula Vista
Nature Center Foundation, and then in 2012 changed its name again to the Living Coast
Discovery Center.
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 general fund. In fiscal year 2007/2008, for example,
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 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 1, 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.
On or about July 14, 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 Redevelopment
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 City and Operator would like to enter into a new Operating Agreement for a period
of three (3) months, ending September 30, 2012, while they continue to negotiate terms
and conditions fora 3-year extension of the Operating 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:
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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 ofthe
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 (collectively, 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 are 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.
c. MuiaQement of Day to 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)
Marketing; (5) Admissions Rates and Policies; (6) Fundraising; (7) Educational
Programs; (8) Facility Maintenance; (9) Gift Store Operations, (10) Third-party use
of CVNC facilities; (ll) Food Service; (12) Concessions; (13) Third-party contracts
for supplies or services; (14) Presentation, standards of care and disposition of
CVNC Wildlife; (15) Arrangement, Modification and Construction of Exhibits; and
(16) modification of CVNC Permits and Contracts.
City Assignment of Use Rights to CVNC Land and hmprovements. 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 agreed between
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the parties, total ownership and control of the CVNC Assets (excluding the CVNC
fauna) shall revert to the City.
ARTICLE IL 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 and consistent with practices of the National
Association of Zoos and Aquariums as same maybe updated from time to time.
Notwithstanding the foregoing, prior to any determination that any of the fauna shall be
euthanized for reasons other than terminal illness or injury, the Operator shall inform the
City in writing of its intention to do so and provide the City with the option to refer the
care of fauna to another agency. Funds for such care shall be drawn from the
Contingency Fund identified in Article VI, Section 4.3.
ARTICLE III. TERM OF AGREEMENT
3.1 Term. The initial term of this Agreement ("Initial Term") shall commence on the
Effective Date and shall expire on September 30, 2012 ("Expiration Date"), unless earlier
terminated pursuant to ARTICLE X, herein.
3.2 Extension of Term. The Initial Term may be 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.
Operator shall not withdraw funds from the contingency reserve account for any purpose
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other than that identified above and shall obtain prior written consent from the City to
withdraw such funds.
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
marsh 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 whenever the Board is
comprise of fifteen (15) Directors or less, and two (2) Directors whenever the Board is
comprised of sixteen (16) Directors or more; 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 Board 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).
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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.
ARTICLE VI. ADDITIONAL CITY COVENANTS
6.1 Approvals of Other Agencies. 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 of the CVNC Permits and Contracts.
a. City's Failure to Obtain Approval of Related Agencies. 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 Initial 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; standards 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 regarding 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 hmprovements, and shall strictly comply with any and all covenants
and agreements entered into in connection therewith.
6.6 Payment of Utilities. Upon receipt of utility bills for electric, water, and telephone, City
shall remit payment for such utilities directly to the utility operator in the amount of the
invoice for the utility services used for the operation and maintenance of the CVNC
during the term of this Agreement. Operator shall be responsible for all other utility
costs, including propane gas and wastewater removal.
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ARTICLE VII. INSL7RANCE
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 City approval
of each company or companies; and (iii) confirm that all policies contain the specific
provisions required by section 7.3(c).
a. Trues of Insurance. At all times during the term of this Agreement, Operator shall
maintain insurance coverage as follows:
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 01 12 90 or a later
version of this form or equivalent form providing coverage at least 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.
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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)
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 certification:
"I am aware 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."
Rating Requirements. Except for State Compensation Insurance Fund, all 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 California, and that have been approved by the City.
Non-Admitted Carvers. 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 California 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 7.3 of this Agreement
shall expressly provide, and an endorsement shall be submitted to the City, that:
i. 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 are 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.
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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
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 Chances. 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 are 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.
a. City shall maintain throughout the term of this Agreement property casualty
insurance coverage with respect to the CVNC improvements in coverage amounts
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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 GGL obligations under this agreement through a
comprehensive program of self insurance.
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 maybe brought or
instituted against the Indemnified Parties. Operator shall pay and satisfy any judgment,
award or decree that may be rendered against the Indemnified Parties, for any and all
legal expense and cost incurred by each of them in connection therewith.
83 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 tluough 8.4.
8.6 Survival. A Party's obligations under this Article VIII shall survive the termination of
this Agreement.
10
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ARTICLE IX. REPORTING
9.1 Periodic Reports and Meetings. Operator shall provide City with quarterly periodic
financial reports and shall meet and confer with City staff from time to time to review
operational issues not specifically addressed by this Agreement. In the event that
Operator anticipates an operating deficit that may affect the continued operation of the
CVNC, Operator shall immediately arrange to meet and confer with the City to
determine how such deficits may be appropriately addressed.
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, provided, however, in no event shall Operator euthanize any
animals, unless and until the Operator has informed the City in writing of its intention to
do so and provided the City with the option of taking control of the care thereof.
10.4Injunctive 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
tl
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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.
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 OPERATOR: Living Coast Discovery Center
Attn: Executive Director
1000 Gunpowder Point Drive
Chula Vista, CA 91910-1201
Fax:
ARTICLE XII. MISCELLANEOUS PROVISIONS
12.1 Headings. All article headings are for convenience only and shall not affect the
interpretation of this Agreement.
12
2-16
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.
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 Operator, 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 drafring 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 concerning this
Agreement.
12.10 Prompt Performance. Time is of the essence of each covenant and condition set forth
in this Agreement.
13
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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.
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, those of his/her immediate family, 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 Califomia.
14
2-18
12.19 Attorneys' Fees. Should any litigation (including any proceedings in a bankruptcy) or
arbitration 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 arbitration shall be
entitled, in addition to such other relief as maybe granted, to the attorneys' fees and
court or arbitration 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 procedures used by the
City in the implementation of same. Upon request by City, Operator 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 Anuroval Rectuired. The qualifications and identity of the Operator are of
particular 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
2-1 9
approval of City in its sole discretion. Any purported assignment in violation of
this Section shall be void.
b. 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 constitute 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 appeared 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
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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:
APPROVED AS TO FORM:
Donna Norris, City Clerk Glen R Googins
City Attorney
OPERATOR:
LIVING COAST DISCOVERY CENTER
By:
[Print Name and Title]
By:
[Print Name and Title]
17
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Exhibit "A"
CVNC Land and Improvements
[to be inserted]
18
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Exhibit "B"
CVNC Permits and Contracts
[to be inserted]
19
2-23
Exhibit - "C"
Citv "In Kind" Services
[To be inserted]
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_~
~,:CCnOI ;~ nLCpiCSTED eY: 1633
REDEV ELDPHENT AGENCY OF THE CITY OF CHULA VISTA
When Recorded, Pleasa Mail
This Instrument To:
REDEV ELOPMExT AGENCY OF THE L[YY OF CHULA VISTA
City of Chula Vista
P.O. Box 1087
Chula Vteke, CA 92D12
NO TRANSFER TA% IX1E
Assessor's Parcel No.:
n
8 [l y H 1' V V Y
CfFi(~a RDFyD ur~
L A_LCr6;,.. i
Cr 5>;N 44(66 GV17 P.'
IS66 JUY 30 AI EE OS
LCW~TY RECOftOER J
pace a oVe a ne or ecor er s use on y
EASEMENT FOR NATURE INTERPRETIVE CENTER AND
A LICENSE FOR ACCESS AND UTILITY LINE PURPOSES
FOR A VALUABLE CONSIDERATION, receipt of vhleh is hereby
acknowledged, SANTA FE LAND IMPROVEMENT COMPANY, a corporation
organized under the laws of the 6tate of California hereby grants
to the REDEVELOPMENT AGENCY OP THE CITY OF CHULA VI6TA an ease-
ment, to be used Eor the purpose specified herein and no other,
upon, over and across the real property located Sn the City of
Chula Vista, County of San D[e9o, Stn[e of California, more par-
ticularly descrtbed in Exhibit A attached hereto and lnlttalea and
by this reference incorporated herein.
Th ie easement is granted soleiy for the mnatruct ion, opera-
tion, maintenance, repair, renewal and replacement from time to
time o£ aNature interpretive Center open to the public eontalning
approx lmately ten thousand (10,000) aquace Eeet under roof, in
adaltlon to associated and ane111ary pa rking fact ift Les, land~cap-
ing, within the area above described Ln Exhibit A. In addieion,
this easement 15 granted Eor all Phase 1 and Phase 2 on and
off-site grading work for said Nature Interpretive Center,
Lnclud logy but not limited to, of£-site drainage and utility
Eacili tlos required to serve the subject Center project shown on
Exhibit 'E" attached hereto and Incorporated herein by reference
and more particularly descrtbed on City of Chula Vista Plan Nos.
86-59 Chrough and loci uding E6-64 revised Aprtl 28, 1986.
In addition to the above-referenced easement, Grantor hereby
grants to Grantee a license over and acroea the land hereinafter
descrtbed for vehicular and pedestrian ing rase and egcaea to and
from the Nature Interpretive Center area. Grantor also grants a
lice nee to Grantee Eor the purpose of inata111ng a voter line to
serve the Nature Interpretive Center site, the nature and type of
which to he determtned by Grantee. Grantor shall have the right
to relocate said access and voter line in the ovent that said
NO FEE
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1fi34
access and water line obstructs or interferes with the development
of adjacent and/or underlylnp property owned by the Grantor, pro-
vided that reasonable alternative acre ea and water line relocation
era therea Eter allowed to and For the Nature Interpretlve Center.
The rnst of moving the water line or ocher uti llties ecru Sng the
Nature Interpretive Center shall be borne equally by the Grantor
and Grantee. Grantor further grants to Grantee a license to
install utll~l ty lLnea that Grantee may require Eor the Nature
Interpretlve Canter s[te.
The initial locations of the above-referenced licenses For
roadway and utllLty lines is es designated on ExhibLt a attached
hereto and lncorpora tad herein by reference.
Grantee, by accepting this easement and license, agrees to
the following:
1) Grantee agrees to Indemnify, defend and hold harmless
Grantor from all liability arising from actions of Grantee or its
agents and contractors, and persona using, visiting and !n-tcansLt
to or from Grantee's faci2Sties over the property described in
ExhLbita A and B.
2) Grantee shell, prior to beginning any grading or other
work on oc related eo co natzuction of the Nature Interpretlve
Center project, install Band bags at the limits of grading ae
shown on City of Chula vista Plan Noa. 86-59 through and including
86-6~ referenced herelnabove, said limits having been established
and clearly marked on the ground by a Aegtatered Civil Engineer
authorized to practice land surveying or a 1Lcensed land surveyor
who eha11 work for and at the expense of Grantee. Grantee shall
a leo, prior to beginning construction of the Nature interpretive
Center project, Lnstall a fence around the perimeter of Parcel A,
as described in Exhibit A, of a type reasonably designed to
prevent unauthorized persona from going onto or leaving the site
d uring construction. Grantee hereby warrants eo Grantor chat it
shall not permie or suffer any debris or demolition materials or
other waste of any kind to bB placed, buried, stored or abandoned
within any area subject to this easement In favor of Grantee, or
subject to rnntrol or use by Grantee For purposes of grading or
construction.
3) Grantee shall, pr for to beginning any grading or other
wocK on or related to eonetcuctlon of the Nature Interpret! ve
Center project, submit to Grantor foY its review any and all
contracts Eor gradLng or other construction work on or related to
the Nature interpretive Center project. Grantor's review shall be
solely for the Purpose of aseuzing itself that job spec(ficatlone
and contract documents adequately protect Grantor and Grantor's
property from damage oz misuse.
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1635
Grantor shall have the right of reasonable accesa to and over
any of these areas, burdened 6y the easement or subject to she
S icenae, for ingress and egress to and from the real property of
Grantor.
Grantor hereby Eu rt her grants to the City o£ Chula Vista the
privilege and right to extend reasonable drainage structures and
e xcavaCion and embankment elopes beyond the 1l mite of the right-
of-way described !n Exhibit a where required for the cronstructlon
artd maintenance of said accesa road. AESFRVTNG unto Grantor of
the above^descrlbed parcel of land, its eu cceasors or assigns, the
right to eliminate such elopes and/or drainage atructu res oY por-
tions thereof, when in the written opinion of the City Engineer of
Grantee, the necessity therefor is removed by aubetituting other
p roteceion, support and/or drainage facility, provided eu ch sub-
stitution Ls £l rat approved Ln writing by said City Engineer.
Grantor hereby further grants to Grantee all trees, growths
(growing ar Chat may hereafter grow), and toad building materials
w Lthln the real property described in Exhibits A and H, including
the right to take xater, together with the right to use the same
in such manner and at such locations as Bald Grantee may deem
SmprovementdorlmalntenanceroE saldhGrantee rs cimFrovementatruct ion,
En add itton, Grantor anti andatueilit to ll ne ur loses suntfl
continue for roadway, drainage, Y P P
such time as a permanent coed la built to serve the Nature
3 neerpretive Center area, which road ei~,y be d~lcated as
permanent public, city street and which ette3i" cp~ita in thos
u tllit Les cequislCe for service of she Nature TnterPrettve Center
facility.
This Grant of Basement shall exist until such time as there
is an agreement entered Soto between Grantor and Grantee and the
Chula Vista Redevelopment Agency and City of Chula Vista relating
to the Bay Front Project, and through which it Ls an tic[pated the
area shown in Exhibit A will be conveyed to Grantee in Eee. In
addition, Grantor anticipates allowing a license to continue for
roadway and utility line purposes until such time as a permanent
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1636
road is built to serve the Nature Interpretive Center area, at
which time said road wi 11 be dedLcated ae a permanent public, city
street . ```rrr~~•---~~Y~~-
Dated this 2$ 'day of ~. 1986.
SANTA PE LAND 2MPROVENENT COMPANY,
a California corpocatlon
H
Lt a ^/
The terms of Lhis Easamant nd License Agraement are accepted
by the City o£ Chula vista
REDEVELOPMENT AGENCY OP THE
CITY OP NULA V TA
Ry:~ /LI
TEST: ~°~~/~~~/'
I
(Acknowledgement)
STATE OP CALIFORNIA
ss
COUNTY OP J Ah...an )
On , 19,fb, before me,
the un ers gne , a Notary Public in and
£or said State, pecsonaliy appeared
vim, -
persona y nown o me or prove to me
to be tae person whose name
subscribed to tha uithln instiumen"'"t anT
acknowledged that ~ executed the
same.
W ITNE68 my hand and official seal.
Signature .~• o`+° ~'+~ x+ +~
Name _
( ype or Pr me )
w'rx'u~ctx
J.L LYONS
a'.; e0TA4Y PiBUC-fHW~11U
°an itnnGCOO tOVnly
L'Y [u.~Jan Fgbea.en. 6.1400
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E%HI B1T "A"
1637
cuDT.lt vlsra urxRPxtn'nrE rA'rol¢ caltraA
Being s portion of Ouertez •ectionr 173 and 180 of the Aencho De
IA Ne [ion, in the City of Chula Victq, Covnty of San Diego, State
of California es shown on Record of 6urvey No. 9039 on file in
tfie Office of the Recorder of sgid Countyt sold portion being
more perticulazly described es follova,
PARCI'.L 'A`
Beginning at the Southeasterly corner of said puarcer Section 173
ae shown"On Bald Record of Sorvey No. 9039; thante
1. South 72'13'27" West 170.00 feet toe point on the
Easterly boundary of saitl Record of Survey No. 9039;
2. thence continuing Sovth 72'13'27" West 516.51 feet-eo
the beoinninq of a can9esi 30.00 fbOt 'radius Curve
concave Northerlyr
3. [hence Nesterly along said Curve through a eentrel
angle of 92'47'01' en arc distance of A8.58 teen
4. thence tangent to said curve north 14'59.32" Wese
651.90 feet to the bee inning of a tangent 50.00 foot
radius curve concave Svutherlyr
5. thence Westerly along [aid curve through a eentrel
angle of 93'22'12" an arc distance of 81.48 feels
6. thence tangent to said curve Sou ell 73'38'16" West
1644.42 feet to the beginning of a tangent 300.00 foot
radius curve concave Norehweete rly;
7. thence Southwesterly along said curve through a central
angle of 17'10'07" nn ezc distance of 89.90 feet:
B. thence tangent to sand curve South 88'46'23" {.'eat
163.76 feet to the beginning of a tangent 40.00 foot
radius curve canceve Northerlyr
9. thence Westerly along acid curve through a eentrel
angle of 51 '38'SA" en arc distance of 36.06 feet;
30. thence tangens to said curve North 39'32'43" Wess 49.16
feet to the beginnine of a tang ant 320.00 Soot radius
curve concave Northeasterly;
11. thence Northwesterly along said curve ttrough a ctrl ral
angle of 22'SB'S6" an arc distance of 128.36 feet tc
the TAUS PRINT OF BEGINNING of tY.e herein descrabed
Parcel "A"i
Lhen ce leaving said curve alone a nontangent line north l3Q:.]~'
West 39.05 feet; thence Nor eh._0.0.'15'26_'~ast 196.23_fee ~• thence
North-06'96'54 `.JVasc 59.28_See t; thence NortA 50'52'22^~est
.221.67 feats thence North 34'}3'06':~asi_159.SL9_ Eeel:: thence
North 72'94'57" Easc-T 5,jq 1,es~; thence -ouch 56_OB.j Q; Easc
283.08 feet; thence SoutA 74'S_6_,10_Eeac ~41..62_feet_to a point
on~~the arc of a nontengent 900.00 foot rndiue curve concave
Norcfv.•e sterly. a radial line to said point bears South 73'.55 52"
Ease; thence Southwesterly along said curve through a central
angle of 11'3]'3A" an arc distance of 101.05 feetr thence n]onc a
n ontangeri~ Iine South 47'5 2_12_West 293.90 feet; thence North
80 `.12„56'. West- 24.98 feet to the 7ROE POINT OF BEGINNING.
' Pace 1 of 4
Cortaa ninq 3.336 acres
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PARCEL 'B'
EXHIBIT "A"
A 30.00 font Easement fnz ingres s, egress, public imprn vements
end public utilitfes over a portion of Quarter Sections 172, 173,
end 180 of the ebn ve described Renchn , acid easement lying 15.00
feet nn either site measured at right angles to the fnllnving
described centerlines
Beginning at the beginning nE course nn. 2 in parcel "A" above
thence retzacf ng Cnurbe52 through 11 !n Parcel "A•' to the TRNE
POINT OF B£GINNINO of Pa reel "A" aDnve being tTe terminus of the
herein described cent er lln e, the sidelines of said 30.00 Fnnt
ea semert to be lan gthened nr shnztene0 sn es to terminate in the
Easterly boundary of Reenrd of Survey Nn. 9039 dt the point nF
beginning and in the boundary of Parcel "A" ebnve et the point of
terminus.
oe/~ G 6 A
Page 2 of 4
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2-30
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EXH1B17 "A"
1639
enlcc~r. •c•
T 30.00 font Easement for ingresa, egress, public impro vemenis
end public utSlities over pnrtinni of Ou Brier Sectlnns 172 end
173 of Renchn De La Nnclnn Sn the City of Chule Viste, County of
ban Diego, State of California as shown nn Record of 6urvay Nn.
9039 nn file in the Office of the Recorder of seid County, said
easeme;;t being 30.00 feet !n width, 15.00 feet nn either aide
meesured at right angles to she following described centerline;
Segfnni ng at the Southeast corner of Dua rter Section 173 es shown
nn said Record of Survey Nn. 9039; tt,e nce 6n uth 72'33'27" West
20.00 Feet to the westerly line of Che San Diego and "A riz nna
Eesiern Rai lrnad ri gY,t-af-way es shown nn said Record of Survey,
said pnini being she TRUE POI ST OF BEGINNING; thence continuing
6nuth 72.13'27" West 150.00 feet to s point Sn the boundary of
seid Record of Survey Nn. 9039 and chr poi n! of terminus of the
herein described centerline.
The sidelines of said easement to be lengthened or shortened sn
as to terminate nn the Westerly line of the rai lsnad right-of-vay
at the TRUE POINT OF BEGINNING and the Easterly boundary of
Record of Survey Nn. 9039 at the point of termSnus.
Page 3 of 4
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js~Q E%NI ell "A"
PARCII. •D'
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A 30.00 foot Easement for ingtes s, egtess, public improvements
and public utilities over portions of Quartet 6ectlDna 167, 162,
]72 end 173 of Rancho De La Na cinn in the City of Chula Vista,
County of f:an Diego, State of California as shown nn Record of ~,~
6ur~ey Nn. 9039 nn file Sn the Office of the Recorder of caid
County, said easement Deing 30.00 feet 1n width. 15.00 feet nn ~~~
either side measured at rf ght angles to the following described
centerline:
Beginning at the Southeast corner of Duatter Section 173 as shown
nn said Record of Survey Rn. 9039; thence south 72'13'27" Neat
20.00 feet to the Westerly line of the san Diego end Ariznra
Eastern Rai lrned right~of-Way as shown nn sa1Q Reenrd r,f Survey,
said point being the TRUE POINT OF B£GINRING; thence Nntth
72.13.27" East 40.00 feet to a point nn the Ea ct etly right-nf-way ~
of said railroad and the point of terminus of the herein ~~
described centerline.
The sidelines of said easement to be ]engthened nr shortened sn
as in terminate nn the Westerly line of the rai lrnad right-of-way t
at the TRVE POINT OF BEGIRDING and the Easterly line of the
railroad right-n£-vay at the point of terminus.
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Page 4 of 4
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2-32
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~ oQ,Nl-s _ ~' I~ :j~UMIT•OF.V/0RK AND '-'~~i°r\. '• ~ •.~ ~~ _
• W 'f ,' ~..~•~' ~ti Apr LOC TION OF SANDBAGS` ,\ '`
~ ~ i. fir. ~,~ .. ,. .i. .. r. :,
a !'••r Q`• ~ i' (~~ iC1~ %~ ~ ;r:.VEN~~, •. . - "' f NOTE~ACCESS~ACROSS •:''~:i~ ~,.'- ~. ~~ Y
f~. ~ -* `I_' EXISTING LhVEEYALL ~~t . ~', IJJ~~ rl
`:• ~~^; ~~ fq~t. i ~ ~,r;` `i1/`POND. •l'• 8E COVFL4ED.1'OTHE• __.,~.'' `f ~r ~
~: ~' - ... 14:. ~ f, ~J.yx . ~ r... / EXISTNG TAAVELEDi_. _ f ~ ,. ~(
\. I~'? f',~ c, NOt•ACCESS. `~p~~`~ ~ ..._. r' -..i r•r ~~. ~i ~•~i.
~` VENER .MARS f 'ACCESS To • ' ~ ~, ~~ •i~~~ ; •"
'•\ f ,~ H .L. NPOWDER ' ~ ,~ ,rr .i:
r` rr;.:.:,.CSt : S"`z.: POJ9T. f '~1j. ~ •Eq ~~~ : ~:•` '
• '1 •.; ... . ' - r: '(~~ BAY Ta ~h'~~µ
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_.... D'C.4YWtl't ~~ "(}iJ, iOC1S C,.f ~/ ~... .....~~:.•.::...- r '~~a9et C9 4l~IAL 1,IGE~ ~:
• - mil; ~u~E,~r./,5 ~ ~/12frsrs• ~,
' j_- ao~~~ `~u~ ~ va3n `u~no~ o~~ ars `sa~o~~ mr~~~ --
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 # 81680761060
Agreement # 81680761094
Agreement # 8168097031
San Diego Unified Port District
Grants/Funding Agreements
Agreement -Document 53847
Agreement -Document 53889
State of California -Department of Parks and Recreation
Grants/Funding Agreements
Project # GF-37-018; Contract # 50-13-016
Project # WC-37-001; Contract # C2009415
Project # UC-37-003; Contract # C2011022
Project # GF-37-084; Contract # C5028015
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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.
In 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 maybe 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. City shall be responsible for the cost of fuel for the shuttle vehicles during the
term of the agreement. Operator shall be responsible for any and all other costs associated
with such service, either through direct payment to the transit provider or reimbursement to
the City.
2-35
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
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 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.
2
2-36
RESOLUTION NO. 2012
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN OPERATING AGREEMENT
BETWEEN THE CITY AND THE LIVING COAST
DISCOVERY CENTER
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; and
WHEREAS, with the term of the Operating Agreement coming to an end, the City and
Operator would like to enter into a new Operating Agreement for a period of three (3) months,
ending September 30, 2012, while they continue to negotiate terms and conditions fora 3-year
extension of the Operating Agreement; and
WHEREAS, the Chula Vista Nature Center Foundation has formally changed their name
to Living Coast Discovery Center; and
WHEREAS, the City and Discovery Center now wish to enter into a new 3-month
Operating Agreement which sets forth the terms and conditions under which the Discovery
Center will 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 i r
between the City and the Living Coast Discovery Center. ~J ,
Presented by Appro~(~~d as
Scott Tulloch
Assistant City Manager
R.
2-37