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Home My WebLink About2010/02/02 Item 2 ;:;'f8i.,< CITY COUNCIL AGENDA STATEMENT ~\'::=.. CITY OF ~CHULA VISTA ITEM TITLE: SUBMITTED BY: REVIEWED BY: FEBRUARY 2, 2010, Item 'L RESOLUTION OF THE REDEVELOPMENT AGENCY AND CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN OPERATING AGREEMENT FOR THE CHULA VISTA NATURE CENTER BETWEEN THE RDAJCITY AND THE CHULA VISTA NATURE CENTER FOUNDATION, AND APPROPRIATING $149,000 IN UNANTICIPATED REVENUE AND DONATED FUNDS FOR OPERATIONAL EXPENSES AT THE CHULA VIST NATURE CENTER DIRECTOR OF RElATION AND NATURE CENT CITY MANAGER ASSISTANT CITY ANAGER "? / 4/STHS VOTE: YES 0 NO D SUMMARY Consistent with City Council direction, staff has worked with the Chula Vista Nature Center Foundation (Foundation), formerly the Friends of the Chula Vista Nature Center (Friends), to draft an agreement setting forth the terms and conditions under which the Foundation would become the operator of the Chula Vista Nature Center (Operating Agreement). The Operating Agreement proposes an effective date of February 6, 2010 for the transfer of operations. During the development of the Operating Agreement, the City has operated the Chula Vista Nature Center (Nature Center) in collaboration with the Friends. Those operations have continued to generate revenue, though costs of operations have exceeded such revenue. This resolution, in addition to approving the Operating Agreement, appropriates the revenue generated by the Nature Center, as well as a portion of funds donated to support the Center in order to offset operational costs incurred by the City over the last few months and provide operating funds for continuing services to be provided by the City for the remainder of the fiscal year under the Operating Agreement. The appropriation is in the amount of$149,000. ENVIRONMENTAL REVIEW - The Environmental Review Coordinator has reviewed the proposeu activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity, approval of an operating agreement and an appropriation, is not a "Project" as defined under Section 15378 (b)(4) of the State CEQA 2-1 FEBRUARY 2, 2010, Item_;- Page 2 of 4 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 DISCUSSION On April 28, 2009, City Council approved resolution # 2009-098, which authorized staff to pursue a public-private partnership with the Friends of the Chula Vista Nature Center (Friends) for operation and management of the Chula Vista Nature Center. On June 18, 2009, the City and the Friends entered into an interim agreement regarding funding and operations of the Nature Center for the period July - December 2009. The agreement stipulated that the City and the Friends would pursue the establishment of a Memorandum of Understanding (MOD) for the continued operation and management of the Nature Center. During the transitional period, the Friends of the Chula Vista Nature Center was reconstituted with an expanded Board of Directors and amended bylaws, and is now operating as the Chula Vista Nature C~nter Foundation. The MOU initially stipulated in the agreement has transformed into a formal Operating Agreement (Agreement) between the City (including the Redevelopment Agency), and the Chula Vista Nature Center Foundation, and is attached to this report as "Attachment "A." The agreement includes the Redevelopment Agency, since the Agency is named in a number oflegal documents that are still in-force and valid. The agreement is broad and comprehensive, and was developed with a great deal of input from both City staff and representatives of the FriendslFoundation. A typical transition of management and operational oversight for a facility such as the Nature Center takes 1-2 years to accomplish: the FriendslFoundation and the City have completed the process in approximately 9 months, indicating an extraordinary environment of mutual understanding and cooperation. Although not meant to be comprehensive, the following are some significant elements ofthe operating agreement. The Agreement: - shall be effective February 6,2010 - December 31, 2010, and shall be renewable and/or renegotiable during the term - grants the Foundation an exclusive license to operate the Nature Center - grants possession and control of existing FF&E (fixtures, furnishings and equipment) and on-hand supplies to the Foundation. This includes maintenance vehicles and trailers currently assigned to the Nature Center, and the existing inventory of the Gift Shop 2-2 FEBRUARY 2,2010, Item 2 . - Page 3 of 4 - allows the Foundation to assume responsibility for existing permits, agreements, and grants that are assignable - grants possession and control of existing wildlife, both t10ra and fauna, to the Foundation - grants the FOlmdation full control of day-to-day operations at the Nature Center - preserves the City's rights, ownership, and control of the facility (excluding FF&E and fauna) at the expiration or termination of the agreement - specifies that the City shall provide, at City cost, most required maintenance and repairs to keep the facility operational. Specific maintenance responsibilities will be delineated in an addendum to the agreement. Note: Staff is developing a comprehensive inventory of the Nature Center infrastructure. Once that inventory has been completed, staff and Foundation representatives will meet to discuss and develop a prioritized maintenance plan for the facility. It is anticipated that this plan will be finalized during the first few months of the agreement, and will likely need to be revisited periodically as maintenance issues arise. - specifies that the Foundation shall provide required custodial maintenance and upkeep at the facility - allows for occasional City use of the facility for City sponsored activities or events The Foundation will be responsible for all operational expenses at the facility, with the exception of utility costs, which will be borne by the City. The Foundation will retain all revenue generated at the Nature Center to help them offset costs. Due to contractual issues, the City will continue to provide the shuttle bus service, but the Foundation will be responsible for reimbursing the City for all associated costs. Funds donated for support of the Nature Center that are currently being held by the City in a deposit account will be transferred to the Foundation. The transition from City management to the Foundation is affecting six (6) benefited City employees, and two (2) unclassified part-time employees. Two full-time employees will transfer to existing vacant positions in other City departments. The remaining employees are being laid-off from City service, but will be offered employment opportunities with the Foundation. Not relatetl specifically to the approval of the Operating Agreement, the issue of a future gap between anticipated annual revenue and expenditures for Nature Center operations continues to be a concern for the Foundation. The estimated armual cost of Nature Center operations in FYIl (under the management of the Foundation) is estimated to be $1.62 million, with projected revenues of $1.23 million. Significant additional support of nearly $400,000 annually is still required for long-term sustainability. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council Members and has found no such holdings within 500' of the properties which are the subject of this action. 2-3 FEBRUARY 2, 2010, Item Z. Page 4 of 4 CURRENT YEAR FISCAL IMP ACT The Nature Center expenditure budget for the current fiscal year was approved by Council at a level of $218,000, with no revenue anticipated. City Council amended the budget by resolution on October 20, 2009, appropriating $163,400 from unanticipated revenue realized from the continued operations of the Nature Center. Council amended the budget by resolution again on December 15, 2009, appropriating an additional $198,500 from unanticipated revenue and donated funds. The City has incurred additional expenses related to Nature Center operations since the December appropriation, and will continue to incur some expenses for the remainder of the fiscal year. In order to avoid any impact to the general fund, an additional appropriation of $149,000 is necessary. The source of this funding is additional revenue produced at the Nature Center ($40,000), and funds donated to support operations ($109,000). Funds shall be appropriated as follows: $40,000 to Personnel Services, $72,000 to Supplies & Services, and $37,000 to Other Expenses. ONGOING FISCAL IMPACT The City has committed to provide ongoing funding for Nature Center utilities, in-kind maintenance services, and continued payment of the debt service for the facility. Ongoing utility costs are estimated to be $80,000/year, and subject to rate increases. The annual debt service is $164,000 annually. Maintenance costs will fluctuate year to year depending on need; last fiscal year, the Public Works department provided labor valued at $90,500, and $6,650 in materials and equipment. ATTACHMENTS "A" - Operating Agreement 2-4 RESOLUTION NO. 2010- RESOLUTION OF THE REDEVELOPMENT AGENCY AND CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN OPERATING AGREEMENT FOR THE CHULA VISTA NATURE CENTER BETWEEN THE RDAlCITY AND THE CHULA VISTA NATURE CENTER FOUNDATION, AND APPROPRIATING $149,000 IN UNANTICIPATED REVENUE AND DONTATED FUNDS FOR CONTINUED OPERATIONAL EXPENSES AT THE CHULA VISTA NATURE CENTER WHEREAS, on April 28, 2009, in light of actual and projected budget shortfalls, with the intent of preserving full-time operations at the Chula Vista Nature Center ("CVNC"), City Council approved Resolution 2009-098, which authorized staff to pursue a public-private partnership with Friends for operation and management of the CVNC; and WHEREAS, the City and Friends executed interim agreement ("Interim Agreement") to negotiate tem1S and conditions ofthe public-private partnership; and WHEREAS, the original target date for the transfer of operations to the Friends was December 31, 2009; and WHEREAS, the Friends of the Chula Vista Nature Center has been reconstituted, and is now formally the Chula Vista Nature Center Foundation; and WHEREAS, an Operating Agreement for the Chula Vista Nature Center between the City of Chula Vista, the Redevelopment Agency of the City of Chula Vista, and the newly-formed Chula Vista Nature Center Foundation has been developed with a proposed effective date of February 6,2010; and WHEREAS, the Agreement is broad and comprehensive, and was developed with a great deal of input from City staff and representatives of the Friends and the Foundation; and WHEREAS, the Foundation will be responsible for all operational expenses at the facility with the exception of utility costs, which will be borne by the City. The Foundation will retain all revenue generated, and due to contractual issues, the City will continue to provide shuttle bus services but the Foundation will be responsible for reimbursing the City for all associated costs; and WHEREAS, the Nature Center expenditure budget for the current fiscal year was approved by Council at a level of $218,000 with no revenue anticipated, and City Council amended the budget resolution on October 20, 2009 appropriated $163,400 from unanticipated revenue from the continued operation of the Nature Center. Council again amended the budget by resolution on December 15, 2009 appropriating an additional $198,500 from unanticipated revenue; and 2-5 WHEREAS, the City has incurred additional expenses related to the Nature Center operations since the December appropriation and will continue to incur expenses for the remainder of the fiscal year; and WHEREAS, in order to avoid any impact on the general fund, additional money needs to be appropriated to support those operations; and WHEREAS, the source of this funding is additional revenue produced at the Nature Center ($40,000) and funds donated to support operations ($109,000);and WHEREAS, the City has committed to provide ongoing funding for Nature Center utilities, in-kiml maintenance services, and continued payment of the debt service for the facility; and WHEREAS, Ongoing utility costs are estimated to be $80,000/year, the annual debt payment is $164,000, and ongoing maintenance services and supplies will fluctuate according to . need. NOW, THEREFORE, BE IT RESOLVED that the City CouncillRedevelopment Agency of the City of Chula Vista does hereby approve an operating agreement for the Chula Vista Nature Center between the RDNCity and the Chula Vista Nature Center Foundation; and BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista appropriate $149,000 in unanticipated revenue and donated funds for continued operations at the Chula Vista Nature Center as follows: Funds shall be appropriated as follows: $40,000 to Personnel Services, $72,000 to Supplies & Services, and $37,000 to Ot. er Expe s. - ~ i Presented by Approv, d as. t,2:-f b Buck Martin Director of Recreation and Nature Center 2-6 THE A TT ACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY S, IGNED ON Aj?- ROY-AL-B;Y TI;IE CITell . I i I '11 Bart C. Miesfeld , City Attorney Dated: .' /ZB ! 0 I ' OPERATING AGREEMENT BETWEEM THE CITY OF CHULA VISTA, REDEVELOPMENT AGENCY OF THE CITY OF CflliLA VISTA, AND CHULA VIST A NATURE CENTER FOUNDA nON 2-7 OPERATING AGREEMENT [CHULA VISTA NATURE CENTER] This OPERATING AGREEMENT [CHULA VISTA NATURE CENTER] ("Agreement") is entered into effective as of Fehruary 6, 2010 ("Effective Date") by and between the CITY OF CHULA VISTA, a chartered municipal corporation ("City"), and the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a public body corporate and politic ("Agency"), on the one hand, and CHULA VISTA NATURE CENTER FOUNDATION, a California non-profit corporation ("Operator"), on the other hand. Individually, the City, Agency, 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 Agency funded construction of the CVNC and the State Coastal Conservancy funded its exhibits. The CVNC was open to the public in July of 1987. Initially the CVNC was operated by the Bayfront Conservancy Trust ("BCT"), a non profit corporation fOlmed 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 2-8 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. 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 recoinmendation 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 a public-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 onntent 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. 1. 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 an 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 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 have now 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. 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: 2 2-9 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 and Agency hereby grant 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 !mnrovemcnts. Operator shall have exclusive access to and control over the Nature Center Land and improvements thereon, including exhibits and related life support equipment, 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/Agency 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"). To the best of their knowledge, City and Agency represent and warrant t9 Operator that there are no CVNC Requirements that materially, negatively impact CVNC operations_ City shall prepare a comprehensive list of CVNC requirements, which shall be attached hereto as Exhibit B within thirty (30) days of the Effective Date and shall be complete and accurate in all respects. 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 and Agency represent and warrant to Operator that (I) the CVNC Permits' and Contracts are assignable, (2) City has provided operator with copies of any and all Permits and Contracts, and (3) City and Agency have obtained, or will obtain in a timely manner, any and all approvals from the applicable governing authorities or contracting parties that are necessary or appropriate to allow Operator's use thereof. Operator shall compile a list of currently applicable CVNC Permits and Contracts, which shall be attached hereto as Exhibit C within thirty (30) days of the Effective Date.. 1.2 Management 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 ofCVNC facilities; (11) Food Service; (12) Concessions; (13) Third party contracts for supplies or services; (14) 3 2-10 Presentation, standards of care and disposition ofCVNC Wildlife; (15) Arrangement, Modification and Construction of Exhibits; and (16) modification of CVNC Permits and Contracts. 1.3 City/Agency Assignment of Use Rights to CVNC Land and Improvements, To the extent necessary or appropriate for the operation of the CVNC by Operator, City and Agency hereby assign to Operator their respective rights to (1) use ofthe CVNC Land and Improvements, (2) the CVNC Permits and Contracts, and (3) the CVNC Wildlife (collectively, the "CVNC Assets"). Notwithstanding the foregoing, City and Agency shall retain a residual interest in and/or ownership of, as the case may be, 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 the parties, total ownership and control ofthe CVNC Assets (excluding the CVNC fauna) shall revert to the City and Agency, respectively. ARTICLE II TRANSFER OF TITLE OF CERTAIN TANGIBLE ASSETS 2.1 Fixtures, Furnishings, Equipment and Supplies. As of the Effective Date, City shall transfer title of all fixtures, furnishings, inventory, office and maintenance equipment and supplies located at the CVNC and/or used for operations of the CVNC ("CVNC FF&E"). CVNC FF&E shall be transferred in an "as is" condition to Operator, subject to applicable deferred maintenance obligations (if any) provided in Section 6.4 hereof, below. A description ofthe CVNC FF &E shall be attached hereto as Exhibit D within thirty (30) days after the Effective Date. 2.2 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. An inventory of the CVNC Wildlife shall be attached hereto as Exhibit E within thirty (30) days after the Effective Date. City also agrees to take all necessary steps including, without limitation, execution of any additional required documents to transfer ownership of the CVNC fauna to Operator by no later than thirty (30) days after the Effective Date. 2.3 Vehicles. City shall transfer all right, title and interest in and to the four existing CVNC vehicles ("Vehicles") as of the Effective Date of this Agreement. The Vehicles will be more particularly described on a separate schedule of Exhibit D. ARTICLE III TERJV( OF AGREEMENT 3.1 Term. The initial term of this Agreement shall commence on the Effective Date ("Initial Term") and shall expire on December 31, 2010 (the "Expiration Date"), unless earlier 4 2-11 terminated pursuant to Article X, hereof, below. Notwithstanding the foregoing, the parties agree to meet and confer during the Initial Term to discuss possible terms and conditions for the extension of the Agreement, and the Initial Term may be extended by written agreement of the Parties. ARTICLE IV FUNDING AND USE OF REVENUE 4.1 City Funding. City shall provide, at a minimum, the following monetary contributions to CVNC operations during the Initial Term: a. Current Budget. The amount of cash remaining from City's budgeted funds for CVNC operations for Fiscal Year 2009/2010. Such amount (if any) shall be held by the City in trust for CVNC operations and distributed to Operator by no later than September I, 2010. b. Utilities. Direct payment of all utilities costs for the CVNC including, without limitation: electricity, propane andior natural gas, water, wastewater management and trash disposal. 4.2 Operating and Development Reserve. Within thirty (30) days after the Effective Date, City shall transfer to Operator the balance of funds remaining in the "Operating and Development Reserve (Deposit Account)" established under the Letter Agreement for CVNC operations. 4.3 CVNC Revenues. Any and all revenues generated through CVNC operations and/or fundraising during the Initial Term shall be retained by Operator and solely applied to CVNC operational costs andior development. 4.4 Operator Management and Funding. Operator shall manage and finance CVNC operations during the Initial Term by applying the above-described monies in Operator's sole discretion consistent with Operator's obligations under the terms of this Agreement. In the event that such funds are exhausted such that additional funding is required during the Initial Term then Operator shall be responsible for funding any operational deficit out of its own funds. 4.5 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 Section 10.2 hereof. 4.6 Joint Fundraising Efforts. During the Initial Term, the Parties agree to exercise their combined best etIorts 0 solicit and secure additional funding to support CVNC operations and development. Initially, the target amount of funding sought shall be 5 2-12 $500,000 per year. 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 Pennits and Contracts and consistent with the purpose of the CVNC License. 5.2 Operator's Non Profit Status and IVIanagement 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. Consistent with Operator's Articles and Bylaws, City shall have the right to appoint one (1) Director to Operator's Board whenever the Board is comprised of fifteen (15) Directors or less, and two (2) Directors whenever the Board is comprised of sixteen (16) Directors or more. 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). 5.4 Free Admissions Passes. Operator shall provide City with fifty (50) admission passes per year at no cost for use by City in any manner consistent with City policies and law. 6 2-13 ARTICLE VI ADDITIONAL CITY COVENANTS 6.1 Approvals of Other Agencies. City and Agency have obtained, or will obtain in a timely manner, any and all approvals from the applicable governing authorities or contracting parties that are necessary or appropriate to allow Operator's use ofthe CVNC Permits and Contracts. City shall initiate discussions with thirdparty public and private agencies (collectively, the "Related Agencies") in order to obtain same. Any terms and conditions imposed by the Related Agencies in connection with the Related Party approvals, and the formal documents memorializing same, shall be negotiated in good faith and shall be subject to reasonable approval by the Operator. a. Citv'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 reimbursel)1ent rate(s), if any; standards of performance; and schedules for delivery, is attached hereto as Exhibit F. Additional "in kind" services not listed may be provided by City on terms to be negotiated. The above-described services and standards may be subject to modification in the event City budget related issues materially affect the standards upon wbich such scrvices are delivered to City's otber facilities. In such event the parties agree to meet and confer to adjust, accordingly, the standards for City's continued delivery of such services to the CVNC in a manner that preserves the physical wcll bcing of CVNC Wildlife and with the shared objectivc of maintaining the highest possible CVNC physical appcarance, condition and functionality. 6.3 Compliance with Permits and Contracts. Neither City nor Agency shall take any 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. As soon as reasonably practical after the Effective Date City will meet with Operator to develop a work plan for items at the CVNC requiring deferred maintenance work (the "Deferred Maintenance Work Plan") The Deferred Maintenance Work Plan shall include, at a minimum (a) a list of work items that the City will commit to complete during the Initial Term at its sole cost (the "Guaranteed Work"); (b) a list of the additional work that the Parties would like to see completed during the 7 2-14 Initial Term subject to the availability of time and funding (the "Target Work"); and (c) an agreed upon schedule and standards for completion of the Guaranteed Work in accordance with Operator's priorities for same. Within one hundred eighty (180) days after the Effective Date, City shall also complete a comprehensive review and assessment of the condition of all of the CVNC facilities and shall deliver a written summary of its findings and recommendations to Operator regarding same. 6.5 Payment of Debt Service on CVNC Improvements. City/Agency shall continue to pay debt service to Bank of New York to finance amounts loaned to City/Agency for construction of certain of the CVNC Improvements, and shall strictly comply with any and all City/Agency covenants and agreements entered into in connection therewith. 6.6 Payment to Ex City Employees for Accrued Benefits. City/Agency shall be solely responsible for payment and/or any other remuneration owed to City/Agency employees hired by Operator to work at the CVNC in conside.ration of accrued benefits earned by such employees when they worked at the City/Agency. ARTICLE VII INSURAt"lCE 7.1 Operator's Insurance 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 ofall insurance required in Section 7.1 (a); (il) obtain City approval of each company or companies; and (iii) confirm that all policies contain the specific provisions required by Section 7.1 ( c). a. Tvpes ofInsurance. At all times during the term of this Agreement, Operator shall maintain insurance coverage as follows: 1. 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 0 I 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 one (I) year 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." ii. Commercial Automobile Liability. For all of Operator's automobiles used in conjunction with the Project including owned, hired and non-owned automobiles, 8 2-15 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 1290 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 five million dollars ($5,000,000), or any other amount agree to and approved by the City's Risk Management Department, in excess of General Liability and Auto 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) 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 ofthe 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 ofthe work of the Contract." b. 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. 1. 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 California and is included on the List of Eligible Surplus Lines Insurers [LESLI list] with a current AM BEST rating of no less than AX. 9 2-16 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: 1. Additional Insureds. Except as to Workers Compensation, the City and Agency, their respective elected officials, officers, employees, agents, and representatives shall be named as additional insureds. The general liability additional insured coverage must be provided in the form of an endorsement CG 20 I 0 (11/85) or equivalent. Specifically, the endorsement must be primary and must not exclude Products/Completed Operations coverage. 11. Primary and Non-Contributory. The policies are primary and non-contributing to any insurance or self-insurance that may be carried by the City of Chula Vista and/or Agency, their 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 andlor Agency, their elected officials, officers, employees, agents, and representatives shall be in excess of Operator's insurance and shall not contribute to it. lll. Waiver of Subrogation. Operator's insurer will provide a Waiver of Subrogation in favor of the City and Agency 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 and Agency by certified m~il, 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-insuted 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. 10 2-17 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 ifthey are acceptable to the City and to make reasonable requests that Operator modify same consistent with industry standards. h. Not a Limitation of Other Obligations. Insurance provisions under this Section shall not be construed to limit the Operator's obligations under this Agreement, including any indemnity obligation. 1. Material Breach. Failure to maintain, renew, or provide evidence ofrenewal during the term of this Agreement may be treated by the City as a material breach of the Agreement. 7.2 City's Insurance Obligation. a. City and Agency shall maintain throughout the term of this Agreement prcperty casualty insurance coverage with respect to the CVNC improvements in coverage amounts sufficient to cover their replacement costs, and industry standard comprehensive generalliabi]ity 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. ARTICLE VITI INDEMNITY 8.1 Indemnity Defense and Hold Harmless. Operator shall defend, indemnify, protect and hold harmless the City and Agency, their 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 Jawor 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 may be 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 11 2-18 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. 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 [maneial reports, at least quarterly, and shall meet and confer with City staff from time to time to review operational issues and to co.ordinate the transition of management and control from the City to Operator of any and all CVNC assets and programs not specifically addressed by this Agreement. 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. IO.2Natural 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 carmot reasonably be .transferred shall be otherwise disposed of as Operator deems appropriate in a manner that is consistent with industry standards. Title to all other CVNC FF&E transferred to Operator under this Agreement shall be transferred back to Cityl Agency. 12 2-19 1O.3Injunctive Relief. If the Operator commits a breach or actious 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. 10AAdditional Remedies. In addition to the termination rights contained in Sections 10.1, 10.2, and 10.3, 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 permi\(ed 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: 619.409-5925 With a copy to: City Attorney [ same address] [fto CVNC: Chula Vista Nature Center Foundation Attn: Executive Director 1000 Gunpowder Point Drive 13 2-20 Chula Vista, CA 91910-1201 Fax: 619-409-5910 ARTICLE XII GENERAL PROVISIONS 12.1 Headings. All 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. 12.4 Incorporation 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 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). 12.8Drafting 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. Ifan apparent conflict or inconsistency exists between the main body of this Agreement and the Exhibits, the main body of this Agreement shall 14 2-21 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 cont1icts, and the most stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any apparent cont1ict or inconsistency concerning 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/Agency 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 Requirement~ Exhibit C - CVNC Permits and Contracts Exhibit D - CVNC FF&E Exhibit E - CVNC Wildlife Exhibit F - City "In-Kind" Services 12.14 ConOict oflnterest. a. No member, official or employee of City/Agency 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 payor 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/Agency shall be personally liable to Operator or any successor in interest in the event of any default or breach by City/ Agency or for any Agreement which may become due to Operator or successor or on any obligation under the terms of this Agreement. t5 2-22 12.16 Compliance with Law. The Parties agree 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 Staie of California. 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 may be 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 City unless a claim has flrst been presented in writing and f1\ed 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 either Party, the Parties shall meet and confer in good faith 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/ Agency 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/Agency to be responsible in any way for the debts or obligations of Operator or any other person. 16 2-23 12.24 Approval. Except as othcrwise expressly provide in this Agreement, where the conscnt or approval of a Party is required or necessary under this Agreement, the conscnt or approval shall not be unreasonably withheld or delayed. 12.25 Assignments. a. Citv Approval Required. The qualifications and identity of the Operator are of particular concern to City/Agency. Operator recognizes that it is because of such qualifications and identity that City/ Agency 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 approval of City/Agency 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/Agency, 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 salc 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 Agrccment, City/ Agency must consider and adopt the appropriate resolution. Said resolution must contain the findings required by law. 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 may be signed in multiple counterparts with the same force and effect as if all original signatures appeared on one copy; and in the event this 17 2-24 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] 18 2-25 SIGNATURE PAGE TO OPER.A. TING AGREEMENT [CHULA VISTA NATURE CENTER] IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the date first set forth above. CITY: CITY OF CHULA VISTA By: Cheryl Cox, Mayor AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA By: Cheryl Cox, Chainnan Attest: APPROVED AS TO FOR,V!: Donna Norris, City Clerk Bart Miesfeld City/Agency Attorney CVNC: CHULAVISTA NATURE CENTER FOUNDATION By: '51:-1<;//11/ A.Lit',?, - C:"'''l"",'"I~ W C-t:A UI ..::1w..:L,/!v. -''I /[J~t Name:nd Tltle],,// (By: 'j(./7~.:r:rL /./~-'- , / 'j'/'\ -(?(v.~/~,j#7 It /~,6'lj , - [pnnt'Name and TItle] l/le ~ C/7.' ,> 2-26 19 EXEI311' HAil II II f"'-: ~:::::G~u::;~ ~::r;J[:;7l:iJ iiY: 1633 88.287505 rJ[ RE.COItDEI) If4 ~ CfF"!{.!ALfWUJt.', , CrSl..'IW~Gu(I.')!li.,'" , REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA When Recorded, Pleas{! Mail This Instrument To: REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA City of Chula Viet", P.o. Box 1087 Chula Vista, CA 92012 ~86 JIJN30 All e OS I ..vER~ L. LYLI;. I L!OVHIY RECORO~ NO TRANSFeR TAX DUE Assessor's Parcel No.: Space above thIs llne tor- Recorder's use only EASEMENT FOR NATURE INTERPRETIVE CENTER AND A LICENSE FOR ACCESS AND UTILITY LINE PURPOSeS FOR ^ VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SANTA FE LAND IMPROVEMENT COMPANY, a corporat.ion organized under the laws of the State of cal1fornia hereby grants to the REDEVELOPl'4f;NT AGENCY OF THE CITY OF CHULA VISTA an ease- ment, to be used fot' the purpose specified herein and no other, upon, over and across the real property located in the City of Chula Vlata, County of 511n Diego, State of California, more par- ticularly described in Exhibit ~ attached hereto and inltillled and by this reference incorporated herein.. This easement is granted solely for the construction, opera- tion, maintenance, repair, renewal and replacement from time to time of a Natut:'e Interpt:'etive Center open to the pubUc containing apprmdmately ten thousand (10,000) square feet under roof, in addition to associated and ancillary parking facilities, landscap- ing, within the area above described in Exhibit A.. tn addition, thi.s easement is granted for all Phase 1 and Phase 2 on and off-site grading work for said Nature Interpretive Center, including, but not limited to, off-site drainage and utility facilitios required to serve the subject Center project shown on Exhibit ~Bot Gittached hereto and incorpoc-ated herein by reference and more particularly described on City of Chula Vista Plan Nos. 86-59 through and including 86-64 revised April 26, 1956.. In addition to the above-referenced eiJsement, Grantor hereby grants to Grantee a license over and acrosa the land hereinafter described for vehicular and pedestrian ingress and egress to and from the Nature Interpretive Center area.. Grantor alao grants a 1 icense to Grantee for the purpose of installing a water line to serve the Nature Interpretive Center site, the nature and type of which to be determi.ned by Grantee.. Grantor shall have the right to relocate said access and water line in the event that said ICfJt;b8 2-27 ~ IS , r- , I, iI I NO FEE J L~ :iiI Iii \; .~ ..' ~ ~ r- ~ .. iI n II ,:,a t; " .- ~. ,! 1 1634 access and water line obstructs or interferes with the development of adj.:lcent and/or underlyinfl property owned by the Grantor, pro- vided that reasonable alternative access and water line relocation are thereafter allowed to and for the Nature Interpretive Center. The cost of moving the water line or other utilities sorving the Nature Interpretive Center ahall be borne equally by the Grantor and Grantee. Grantor further grants to Grantee a lLcense to install utilJty lInea that Grantee may require for the Nature Interpretive Center site. The initial locations of the above-referenced licenses for roadway and utility linea Is as designated on Exhibit B attached hereto and incorporated herein by reEerence. Grantee, by accepting this easement and license, agrees to the following: 1) Grantee agrees to Indemni fy, defend and hold harmless Grantor from all liability arising from actions of Grantee ot' ita agents and contractors, and persons using, visiting and in transit to or from Grantee's facilities over the property described in Exhibits A and B. 2) Grantee shall, prior to ooginning any grading or other work on or. related to construction of the Nature Interpretive Center project, install sand bags at the limits of grading as .shown on City of Chula Vista Plan Nos. 86-59 through and including B6-64 referenced hereinabove, said limits having been established and clearly marked on the ground by a Registered CIvil EngIneer authorized to practice land surveying or a licensed land surveyor who shall ....ork for and at the expense of Grantee. Grantee ahall also, prior to beginning construction of the Nature Interpt'ethle Center project, install a fence around the perimeter of Parcel A, as described in Exhibit A, of ill type reasonably designed to pre1/ent unauthorized persons from going OTlto or leaving the site doring construction. Grantee. hereby warrants to Grantor that it shall not permit or suffer any debris or demolition materials or other wante of any kind to be placed, burled, stored or abandoned within any at'ea subject to this e.3sement in favor of Grantee, or subject to control or use by Grantee for purposes of grading or construction. 3) Grantee shall, prior to beginning any gradi.ng or other work on or related to construction of the Nature Interpretive Center project, submit to Grant.or far its review any and all contracts for grading or other construction work on or t'elated to the Nature Interpretive Center project. Grantor's review shall be solely for the purpose of assuring itself that job specifications and contract documents adequately protect: Grantor and Grantor's propet:'ty from damage or misuse. -2- ;e I'l C G,f 2-28 ~ ~.~ ,(II 5 r I~ i - ~ :; I ~: ! ~i ~ '~ '. :2! - ""! - ,oC .f'I .~ ~ .~ '\ 1 1635 Grantor shall have the right of reasonable access to and oller any of these ~reaa, burdened by the eaSement or Bubject to the .license, for ingreBs and egress to and from the real property of Grantor. Grantor hereby further grants to the city Of Chula Vista the privilege and right to extend reasonable drainage structurea and excavation and embankment slopes beyond the limits of the dght- of-way described in Exhibit B where required for the construction and maintenance of said access road. RESERVING unto Grantor of the above-described parcel of land, its successorB or a96190s, the right to eliminate such slopes lind/or drl!tinaqc structures or por- tions thereof, when in the written opinion of the City Engineer of G1':antee, the necessity therefor is removed by SUbstituting other protection, support and/or drainage fact 1 i I:.y, prov ided such sub- stitut.ion is first approved in writ:in9 by said City Engineer. Grantor het:'aby further grants to Grantee all trees, gr:owehs (growing or that may hereafter grow), and road building materials within the real property described in Exhibit3 l\ and 8, including the right to taio:e water, together with tile right to use the same in such manner and at such locations as saId Grantee may deem proper, needful or necesslIry, In the const ruction, recons truct lon, improvement ot' maintenance of said Grantee I B improvements. [0 addition, Gr.ilntor anticipates allowing a licena~ to continue for roadway, drainage, and utility line purposes l.lntU .s; such time as a permanent road is built to serve the N"tur~ Interpretive Cente~ area, which road ~J be ~icated as :?! permanent public, city street and which Mnrl1:'" ~tain thos I utilities requisite for service of the Nature Interpretive Center facility. This Grant of Easement shall exist 'unt.il such time as there is an agreement entered into between Grantor and Grantee and the Chula vista Redevelopment Agency and City of Chl.lla Vista relating t.o the Bay Front. p"Coject, and through which it 1s anticipated the area shown in Exhibit A will be conveyed to Grantee in fee. tn addition, Grantor anticipates allowing a license to continue for roadway and utility line purposes until such time as a permanent -3- If: I'J & t,.J' 2-29 ~ ;~.~ IS r- fI ; . J 12 '~ ,G'l 10 '("l .~ .~ -c . ~ ~ 'r r- ~ - iI i .:ID .... 1 [' ,I =. \ 1636 road 19 built to serve the Nature Interpretive Center area, 03t which time said road ...,111 be dedlc<'Ited a3 a permanent public, city street:. Doted th 1s 2. 'l U-day of ~ . , 985. SANTA FE: LAND IMPROVEM BNT COMPANY. a California corporation ~' 1/7> e3lJn--- The terms of this E~sement and License A.greement are accepted by the City of Chula vista REDEVELOPMENT AGENC1 OF THE: CITY ~P HULA VffTA By: .~ L C<7< l:I1AI ~TEST: ,~~ ~ - I'd I~Y CLeH~ ~ ~ (Acknowledgement) STATE OP CALI FORNIA S5 COUNTY ~F J~F/,'V<,,'m On m. ,'}.f" ,19ft>, before me, the unaersigned, a Notary Public 1n and fot:" said State, personally appeared ,/c...,a 6. <:J.(;cr(l.... . pet'sonally known to me or peoved to me to be the person whose name subscribed to thewithin instrument a.nd acknowledged that ;$~ executed the same. WITNESS my hand and official seal. Signature Name .7. t... 9. ?/ c4->-o J L;f';""" , ( yped or printed) ~ o.>;cw.,= . I..{ J.L LYONS L ~o<<~0.:::~ IIOT....9V PUBLIC - OllF{)R!tIA .\-. .~...) !;:an Fnmclcc.o ~Ilntl' . ". 1',~Lb'lEqAru~.12.lm - -4- iCnc.c.J' 2-30 j [s :!~ r- it 'i IS If: z g ,iti .G') o n g .~ -t "'!C . ~ ~ r, ..... ,<. Inl . iI I .;::D 1 -, , EXHIBIT "A" 1637 QltJLl\. VISTA Iln'ERP1UlT1W: IlATIlIIE CJl:IInJt Being a portion of OIJe!lrter aectionlS 173 and 180 of the Rancho De La Nftcion. in the Cit.y of Chullll Vista, CO\lnty of San Diego, Slat.e of Co liforn!a as .hown on Record of Survey No. 9039 on file in ~he Office of t.he Recorder of sOld County: 6.Qid port.ion being more particulorly described as follo.....5~ PARczt, -A- Beginning at Ule Sout.heaster ly COrner of said Quuter Section 173 as shown"on &1I1d Record of Surve:r" No. 9039: thence 1. Sout.h 72-13'27" West. 170.00 feet. to 0 point on t.he East.erly bounder)' of slioid Record of Survey No. 9039. 2. thence continuing South 72'13'27" Wes't 516.51 feet to the beginning of ft ~anger.t. 30.00 foot 'rl)diu& ~ur\l'e concove Northerlyj 3. thence Wes't.erly along said curve through a cent.rel Angle of 92-41'01" en Arc distance of 48.58 feet: 4. 't.hence tl'llngent to 15aid curve noreh 1-4.59'32" West 651.90 feet to the beginning of a tllnCjent 50~OO foot. racU.u5 curve concave SOLlt.herlyr 5. t.hence Westerly along said curVE: through b; cent.rel ~ngle of 93-22'12" lIn arc distance of 81.4B feet: 6. t.hence tangent to 6bid curVe Sout.h 71.38'16" "'est. 1644.42 fee't. t.o t.he beginning of a t.angent. 300.00 foot radius curve concave ~orthwest.erly; 7. thence Sout.hwesterly along said curve t.hrough a cent.ral angle of 17-10'07" e.n Arc dist.ance of 99.90 feet: B. t.hence tangent to slHd cUl"ve South 88-48'23" 1o:est. 163.76 feet to the beg1.nning of .a tangent 40.00 foot radius ~urve concove ~or~herly: 9. t.hence We~a.erly along said curve t.hrough A cent.r.sl angle of 51.38'54"" an Arc distance ot 36.06 feet: 10. t.hence t.angent to &ald curve t-Oorth 39-32'43"" West 49..16 feet. to the beginning of a t.angent. 320,00 foot. rtllcit:s curve' concave Northe~sterly: 11. t.hence t:orth.'esterly along said curve tt.rough a cer.tral angle of 22.58'56" ~n arc distance of 128.36 feet te the TRUE POINT OF BEGHilt:ING of t:.he llerein descrlbeo P"rcel "A.'; t.hence leaving said curve along a nontangent. line north e2.:J~' Wes.c. 39.05 feet: t.hence North _OO.~J5'2&~J:ast 195,23 fee~ thence Nort.h' OS.36'54':.-..West. 5.8.28 feet: t.hence Nort.h .SO.52'22M ""est. .22f. '67'. feet.: t.henee :North.14'.33 ~06'~_..ElSst_ LS..9,_Q.9__(~e~: 1. hence North 72 "44'57" EtlI,st _?,5,24Jft.'t~...: thence South 56":~Q~_J;as_~ 283.08 feet.; t.hence S~h..J_1..:tc_~_Lq.:'~~_~~1...62..f.e,et.J,o a point. 00"" t.he arc of IS non"tangent. 900.00 foot radius curve concave Nort.h.....est.er ly.. a radia 1 line t.o said point. be~rs !!out}~.Jl ..~5'~2" East.; 'thence Scuth....esterly "long said curve t.hrough a centra 1 angle of 11"31 '34" an ~rc distance of 1;81.05 !eet; 'thenC'e ,er,loog a nont.angeni.--l ine Sou'th 47.52~32"::""''''es~ 2Ii3'.90 feet; 't.hence Nort.h 80c12'SS" West. 2";~98 feet to t.he 7~UE POiNT OF BEGINl\:ING. .,-....- :: _.~- ~.'. Pa~e 1 of 4 Cor.ta'-ning 3"~'}.~l'~C~~.';s;::; . I~JI C. t, ,f 2-31 '1 I r~ l5 s: r- ill n I I~ z i G) 0 n g ,.~ -( - .rii I~ Ir ~ - it n I. I .:lD , I 1 i... r.:.';-' I I ,I " 1638 OHIBlT "An PAROL -8- A 30.00 foot Eas~ment f"or ingres8, eqresl, public improvements and public utilities OVer a p-<1rtion of Quarter SectionG 172. 173. and 180 of the aoove described Remcho , said easement lying 15.00 feet on either side measured at right angles to the folloloooing described centerlinet Seginning at the beginning of course nn. 2 in parcel loA" abnve thence ret.r.5cing c("Iurses 2 through 11 in Parcel "A.o, to the TRUE POINT OF BEGINNING of Parcel lOA" above being the- terminus of the herein described centerline. the sidelines ('If said 30.00 f(")nt ellosement. to be lengthened nr shortened $(:1 4S to t.ermin3t.e in the E~sterly boundary of Record ("If Survey No. 9039 -at the prdnt of beginning a:nd in the bounduy ("If Parcel "A" above at the point of terminus. Page 2 of 4 .-.-. "" ::_~<c~ . . " -:::>?4~~ :~: IZ-If C, C, J' 2-32 Ir'" iI I . ~ 12 .~ Q o g: I~ ,;C .r;l s: r r -< J;; . 11 n, .:l;ijJ 1 ,I ." . ' >:~ f"';::.;- EXHIBIT "A" 1639 PUCBL .C. A 30.00 font Easement for 1ngrestI, egressf publ iC' improvements and public utilities OYer portionG of OUart~r Section. 172 ftnd 173 of Rancho De La Nacinn in the Cit.y of Chula Vista, County of San Diego. State of C~lifornia &5 shown on Record of Survey No. 9039 nn file in the Office of the Recorder of s"id County, said easemeut being 30.00 feet in width, 15.00 f~et. on eit.her side measured at right an91~s to the following described cent.erline~ Seginning at. the Southeast corner of Quarter Section 173 as shown nn'said Recnrd of Survey No. 9039; thence South 72 -13 '2'" West 20.00 feet to the Westerly line of the S~n Diegn .!!.nd Ari:zona Eestern R..'\i lroad rigl",t-of-\o,'oy liS shm..71 on said Recore of Survey, said point being the TRUE POUir OF BEGINt:ING: thence continuing South 72-13'27" West 150.00 feet to a point -in the boundary nf SAid Record of Survey No. 9039 and the point of terminus of the herein described centerline. The sidelines ("If said easement to be lengthened or snortened so as to terminate em t.he Westerly line of the railroad right-of-\fiay .at the TRUE POINT OF BEGINNING and the Easterly boundary of Record ('If Survey No. 9039 at the point. of terminus. Page 3 of 4 ~-:"'+.:;... ;......, ....,.,.,......, . ..' . . :'....~~- ::'s'" "'. ~ - ;.. "-'--_.~__t~r: - ;..., . .........;..>~, -"-'~':: ;....,- ;e/1 ~ If, 8' 2-33 t- IC I .. ,I 'Z I :i 18 I~ .~ ..' ~ ~ r r- ~' .. M n .;11 ,. , . -.:''* " 1 , . 1640 EXHIBIT "A" PARC!:L -D- Is. 30.00 foot Easement for ingress, egress, public improve-ment.a and public utilitie" elver portions of Quarter Sections 161, 162, 172 and 173 of Rancho De L~ Ntscicm 1n the City of Chula Vi&ta. County of San Diego, State (\f Calif(lrni~ as shown on Record of Survey No. 9039 nn fi Ie in the Office of the Rec(lrder ("If said County, said easement being 30.00 feet in width. lS~OO feet nn either &ide measured at right angles to the following described centerline: Begimling at the Southeast corner of Quarter Secti('"ln 173 as shn.....n on said ReC0rd nf Survey NC1. 9039: thence South 72-13'27" West 20.00 feet to the Westerly line of the San Diego ond Arizona Eastern Railr0a:d right...of-way as shown'em saic1. Record of Survey. said pnint being the TRUE POINT OF BEGINNING: thence Nort.h 72-13'27" East 40.00 feet to a pnint. on t.he ElIsterly right-of-way of said railroad "'nd the point. of terminuG (')f the here.in described centerline. The sidelines of said easement to be lengthened or shortened so 2lIS to tt!rminate on the ""esterly line of the r~ilro-ad right.-nf-.....ay at the TRUE: POINT OF BEGINt\lNG and the E.a5terly 1 toe of the railroad right-of-wlIY at the p<'\int of terminus, Page 4 of 4 -. .~,~ . ~,,!., ,,,. -~: .:" "-., -,.~ .,"~ ;2/1~bf ,- - 2-34 fl" ii1 II Ii 21 I :~ i~ ;:~ '~ l:-c ~ s= r I"" -< I; .. I n ,~ ,i 1 I ~ I ~. .~ . "" '" , '<lQ. , . I',) I c..:> en .t' r I '-\',' ~/--~ . \. ~"' .\, ..--- <,../." . ....?: '. v ~/lr t;\ \--.I:._! ' 'oJ', ""'".,//'\ "" ;..~\ . , ~, , (? ~';'\ ':1;',\ :.--: . '-, l~~"'" ~ 'yI' -- ~ '" ("": \ .. "''''\~ . . . ~ '1..'\." " .'. ('o~rion' SWEETW~TEFr.~ MARSH,:.~iJ',~~ \: ". 'r';~i'~:-:",<:",;'j~j, ..' -,,_ 'I'", ')1, I -"'. _.' _'~' ..':....~;t .' : .....:-. ';. .:; I~'';.''~''''...J. , .~..-::-. ~I' ~. l-"""'t...... . .~~~./.... \. plr~"I/I' . . ~ . t '_~ ~ ...~.. . .'"'? ", ....,....' :, (~',I'~ _ , . I,"u' '. \.,' /. ;,;-.----,.,.,.,.., '( ;;:!Ii n" " ,. "'f.;.,,'-' : 'a-r' /1. ,),1/1' , .' ',....... .' r:~. I"" . "",1, J~1i . (;-)W' lI,{jii"; r~- . i. 1:, I ,..... .. ~-:",,"",_'r.....,.'. i'! .V(....~.. .. ~J .ri;''''_.....,.. ,',,:,"1 ':'_"/' GUNPOWDER,.-.;~;r~:))' . )~ _">" '? ,... '/'0.." ~-- . ."-,'X":/ /../,,'/' - -oJ- -.>- '1'" LI ,.~ ... " ,// . '.. OQ'NT."":' / ,_. I. ,:11-:':" MIT'OF .wORK AND /,-, ,;,' . .':';""' ,Or, /", ":;.' ' ..' . (r;", in:1 . LOC TI?N..DF ,SAND~AGS' . '.. ."c-.",.~' ,.... ',i: ";~/I/ . .~.I\ ': . ./ ":-'1\ '.. I ~ i '10''', ~... .\ .j .' I. ;Vt. t..(If:'.....J \!~:'f . . ..' '. . . " . I: .. . f ~ :',' lS,I.~: /r:--:c;l"..! / ",VENI;8',,' \0'1' NOTE;ACCESS;ACROSS ....::-~'/::-;,.':.:(.~.:.~' , /1' 'CP;ro~ \~ . ":;,'C."2' 1(' ,"." .... ~.. EXISTING L"'''''~YIILl. '1,' I',. . rl,' , I \ ....,.. , 'I '.. "1" PON' ~VI.~.' . , , "., \.,., . :':'~1 .~' . ,. " JD -')'8~CONFI~EDT'OTHE \"1' ,'I J"!J 1 . f~', '.1.. .',L._r't'./..'1...:l....,J".: r;',."f ;.,;" ... I I: . .._....., ~'J' ,11' ')'. ';' .... (::,);;r::!J.Ji).;;;-"':.r I..": .'," . '. : EXISTING TR~VELED;- -~[ t i': ." il .~ >j.t ::- I.;::;.rv . "I" ,,\. OJ' .'.'..- ;\" . . I'IAY. .' I I_ t' \i' l I, "t .\ I . ''Y_ .-?~. "...,.,,~, ','.'.'. I 'j .,; ,;/,' j I . - ..... n. . , I I \ J . < ,"' ''//'' "i.-r. . NO' .. ~:,;v:~ .._~. :._h.' ",' :: . : :~r' j '",: ,"~ '''''\'-''''''''' ..'.ACCESS... ':'"- .,""'. 1";': .I~ ..' ,,;' ~ /';;\ .. ,...... ~ "',". , . . . . I' .. 'I U 'd.' /. : ~ . ,....), ..'\ J"'~ -:.... / ! : """',":,',' I,. ...... t;' . I ......~.J 'V,''''''. \ :' I_.~~-"';t. .~;:., .)/ ophon '. . ( I 1- ^'.!.:' ... ,.', ~":-'j".'?'" ;,.\1 . ; ,I .......;... VENER \MARSH' .!J). Acms' TO ; . iJJt'';::=>!'j',':': 'M "r1 !:i;, \) i1 ,{.., GUNPOWDER " . '!E" .... . ~..r .' ../. ~.,'\\'I"""'h.' : PO'''T' '~'''==''I. fE&!" -', , (' '!~, v....'- , \' "1. . I,' '4.~.1. STREc.j',' '1 "l" ", .....1 . {. - .....1. . l . _.....)"~ /1.... Ii...... '. . i':\ ---_ ...." ......_.,,.... ,,._ .-' ~J.. ""g:, . . .:', /::-(.. J.~::/ . ......:'. / ;/aD" BAY'..,,-;rrrvsi/;: f; jJ\ \~"J .... I .,' ',.. .IEOULfVARO~""."--:'\'1 i- -~ .. ~ ..! . /.... ..,,~ .. _;" ):-,':;:70\':'\ 1 I \.. I 'I j' ...(~i' ("1 ' "'(jlOfSJ": 1 "1: t..; \ ) f.. ," .".... .,.', . . \ .' ,I, ::',1 \ .' \..'" . 11"0'" : ,"\1\'; . , \, :;,,' ~xJ\I""'''''I' "b . ,: T"\ (I" ~. '. i "- 1 I' ...-'. l.I~l'iI07\ "'Ooi""-IOP'\';) ':'o../~; :.... _..."....,'~.:... ,r. {t.OY".f.Z> ~\~~ ~Itli~ t; . <1"oz:: 1~1~ f ~"iUhS. I: - '.. '~~'. , ... I.., _"'~ .~ ~ \__ , W3A ~A.LNno:) Of)iIO N\1S 'SCIIOOJM 'YI~ -, to '_-- '-",. --....... - , .... ,~. "U~~i1I 'n\' --- - - --<->-~ ~--- Exhibit "B" CVNC Requirements [to be inserted within 30 days of the Effective Date] 21 2-36 Exhibit "c" CVNC Permits and Contracts [to be inserted within 30 days of the Effective Date] 22 2-37 Exhibit "D" CVNC FF&E [to be inserted within 30 days of the Effective Date] 23 2-38 Exhibit "E" CVNC Wildlife [to be inserted within 30 days of the Effective Date] 24 2-39 Exhibit "F" City "In Kind" Services Maintenance of Facilities. City, through its Public Works Department, at its sole cost, shall continue to provide maintenance services and materials for CVNC facilities, infrastructure and life support equipment in order to keep such items in operating condition with a target of maintaining the CVNC in accordance with industry standards for similar facilities, or better. City's obligations hereunder shall include, without limitation, the obligation to repair or replace, as necessary in accordance with City's reasonable discretion, any failed infrastructure or life support equipment. Notwithstanding the foregoing, the parties agree to meet and confer in order to identify :my additional or moditied ongoing maintenance obligations or standards and to implement any agreed upon additions or modifications as soon as reasonably practical during the Initial Term. 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. Livescan Background Checks City, through its Police Department, at its sole cost, shall continue to provide to Operator livescan background check services for CVNC employees and volunteers on an as needed basis. IT Services City', through its IT Department, at its sole cost, shall continue to provide to Operator IT support services for CVNC telecommunications and computing systems at the same level provided immediately prior to the Effective Date.. 2-40 25 --~~~-, 2 NEW MAINTENANCE ROAD San Dlago National WIICIIfe RaTUge Atlminlstragon Neatlquarters, Visitor OOntact Stadon and Senile Building 01/25/10 SP OVERALL SITE PLAN A4~SP " SP2 Service eullCln Reference Plan SP SPZ JVRrMY11YV San Dlego Nadonal Wlltlll(e Refuge Adminlstagon Headquarters, Visitor Contact Station and Service Bulltling O'1125H0 Ezlstlng Observatlon Deck. Note: all dimanslons are approximate. San Diego Natlonal Wlltlllfa Refuge Administration Headquarters, Visibr O01118Ct Station and Service Building 07/25H0