HomeMy WebLinkAboutRESO 9414RESOLUTION NO. 9414
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALO ALTO
MAKING ALL NECESSARY FINDINGS PURSUANT TO GOVERNMENT CODE
SECTION 25553 FOR THE APPROVAL AND TRANSFER OF $150,000 OF COUNTY
OF SANTA CLARA PARK CHARTER FUNDS TO THE CITY OF PALO ALTO FOR
CONSTRUCTION OF THE MAGICAL BRIDGE PLAYGROUND SERVING A PARK
PURPOSE AND APPROVING A FUNDING AGREEMENT WITH THE CITY OF PALO
ALTO FOR CONSTRUCTION OF THE MAGICAL BRIDGE PLAYGROUND
A. On or about May 19, 2014, the Council of the City of Palo Alto (the "Council")
approved the "Agreement for the Design, Construction and Installation of Facilities and Other Capital
Improvements at Mitchell Park" (the "Agreement"), attached as Exhibit A, by and between the City
and the Friends of the Magical Bridge, LLC (the "Friends") to fund, design, and construct a 1.28 acre
children's universal access playground at Mitchell Park in Palo Alto, Santa Clara County, California (the
"Playground") for children of all abilities and with no barriers to children of any ability.
B. On or about May 19, 2014, the Council, by the vote recorded below, adopted this
resolution (the "City Resolution"), making findings pursuant to California Government Code Section
25551 in order to request funding from the County of Santa Clara (the "County") in the amount of
$150,000 (the "County Funds") to construct the Playground, which is estimated to cost approximately
$2,885,424.
C. For the purpose of this resolution, the Council finds that the following provisions of
Government Code Sections 25551 through 2557, inclusive, apply to the City's application for aid with
the County and the County's determination to act on that application: Section 25551, the City's
request for financial aid by the County; Section 25552, the requisites of the City Resolution; Section
25553, the County's determination to grant aid to the City; Section 25554, the form ofthe County's
aid to the City to increase the recreational area that will benefit from the aid; Section 25555, the
County's resolution pertaining to the issuance of the warrant for the amount of the aid; Section
25556,the time limitation imposed on the aid provided to the City; and Section 25557, a City report
to the County board of supervisors relating to the disposition of the County aid.
D. The "Funding Agreement by and between the City of Palo Alto and the County of Santa
Clara" (the "Funding Agreement"), attached as Exhibit B, commits the City to use any County-
approved funds for the purpose of constructing the Playground and to expend such funds within one
year from County's approval of the Funding Agreement.
E. Section 604(b) of the County's Park Charter states that the "Board of Supervisors shall
appropriate the money in the County Park Fund for the acquisition, development, or acquisition and
development of real property for county park purposes and for the maintenance and operation of
county parks. At least 15% ofthe funds transferred from the general fund shall be set aside and used
for the acquisition of real property for county park purposes and at least 5% used for park
development for county park purposes, and the remaining funds shall be used for county park
operations."
140514sdl00710396 Page 1
F. The Board-approved Countywide Trails Master Plan for Santa Clara County Parks and
the Parks and Recreation Element of the County General Plan envision a County-wide network of
parks and trails that offer users a seamless recreation experience and encourages acquisitions for
such park purposes.
G. The Board wishes to aid the City in constructing the Playground which, together with
serving as a recreational facility and park experience for children, also serves and fulfills the County's
additional park purpose of providing a transition, rest-spot, destination, and staging area for all users
of Mitchell Park (the "Park Purpose").
H. The County's Parks and Recreation Department has determined that the funding of the
Playground through the use ofthe County's Park Charter Funds would further the County's Park
Purpose goals and objectives and is consistent and in conformity with the County Charter, the
adopted Parks and Recreation Element of the County's General Plan and the Board-approved
Countywide Trails Master Plan.
I. Pursuant to the terms of the Funding Agreement, the City will comply fully with the
California Environmental Quality Act ("CEQA") prior to the expenditure of any County Funds for the
Magical Bridge Playground.
NOW, THEREFORE, the Council of the City of Palo Alto, by no less than a four-fifth's vote, does
hereby RESOLVE, as follows:
SECTION 1. The City of Palo Alto hereby requests financial aid or assistance in the amount
of $150,000 from the County of Santa Clara to fund the construction of a universal-access playground
in Mitchell Park, Palo Alto, by the Friends of the Magical Bridge, LLC, which playground will be made
accessible without barriers to children of any ability who are residents of Santa Clara County, in
accordance with Government Code section 25551. Such use will necessitate the enlargement or
improvement of Mitchell Park with the construction of the Magical Bridge Playground at a total cost
of two million eight hundred eighty-five thousand four hundred twenty-four dollars ($2,885,424.00).
The City finds that the Playground project is of general interest to the County of Santa Clara and/or
the cost of maintenance of the Playground will increase by reason of its use by residents of the
County of Santa Clara who reside outside of Palo Alto.
SECTION 2. The County's use ofthe County Park Charter Funds in the exact amount of
$150,000.00 for the construction of the Magical Bridge Playground serves a Park Purpose and is
consistent with the County Park Charter, the Parks and Recreation Element of the County's General
Plan and the Board-approved Countywide Trails Master Plan.
SECTION 3. The Council hereby approves (1) the Agreement for the Design, Construction
and Installation of Facilities and Other Capital Improvements at Mitchell Park with the Friends of the
Magical Bridge Playground, LLC and (2) the Funding Agreement by and between the City of Palo Alto
and the County of Santa Clara, both of which relate to the Mitchell Park Playground and the City, the
Friends and/or the County's rights and obligations arising under the respective agreements, and the
140514sdl00710396 Page 2
Council authorizes the City Manager to execute both of these agreements on behalf of the City. The
City will use the financial aid of $150,000 within one year and file a report on its use with the
County's Board of Supervisors in accordance with Government Code section 25556 and 25557.
SECTION 4. The City finds that pursuant to Government Code section 25555 the resolution
of the County Board of Supervisors is sufficient authority for the County Auditor to draw his warrant
in favor of the City of Palo Alto for the sum of $150,000.00 from Park Charter Funds and for proper
action on the part of any County officer affected to carry out the County's resolution.
SECTION 5. The Council finds that the adoption of this resolution does not constitute a
project under the California Environmental Quality Act (CEQA) and the CEQA Guidelines, and
therefore, no environmental assessment is required.
INTRODUCED AND PASSED: May 19, 2014
AYES: BERMAN, BURT, HOLMAN, KLEIN, KNISS, PRICE, SCHARFF, SCHMID, SHEPHERD
NOES:
ABSENT:
ABSTENTIONS:
APPROVED AS TO FORM: APPROVED:
~~~~
Senior Assistant City Attorney
APPROVED:
Exhibit A -The Agreement between the City and the Friends of the Magical Bridge
Playground, LLC
Exhibit B -The Funding Agreement between the City and the County
140514sdl00710396 Page 3
FUNDING AGREEMENT
BY AND BETWEEN
THE CITY OF PALO ALTO and THE COUNTY OF SANTA CLARA
This Funding Agreement (this "Agreement") is made and entered into by and between the
COUNTY of SANTA CLARA, a political subdivision of the State of California (the "County"),
and the CITY OF PALO ALTO (the "City") (individually, a "Party" and, collectively, the
"Parties").
RECITALS
WHEREAS, the City submitted a funding proposal to the County to assist with the
completion of improvements to the City of Palo Alto Magical Bridge Playground which is
comprised of 1.28 acres and is located within the City of Palo Alto's Mitchell Park ("Mitchell
Park"), involving construction, operation and/or maintenance of a playground for children of all
ages, and is also referred to as the "Magical Bridge Playground" (the "Project"); and,
WHEREAS, the City has contracted with the Friends of the Palo Alto Parks, a 501(c)(3)
public benefit corporation ("The Friends"), to construct and complete the Project pursuant to a
contract attached to this Agreement as Exhibit 1 ("The Friends Contract"); and,
WHEREAS, by Resolution approved by four-fifths or more vote on or about May 19,
2014, the City Council for the City ofPalo Alto adopted Resolution No.: 9414, requesting
financial assistance from the County for the Magical Bridge Playground and finding that
Mitchell Park is a public park belonging to the City and is being used by large numbers of
residents of the County generally who are not residents of the City, and that the use by the
nonresidents of the City necessitates the enlargement or improvement or increases the cost of
maintenance of the Magical Bridge Playground (Exhibit 2-Certified Copy of Resolution); and,
WHEREAS, the Board-approved Countywide Trails Master Plan for Santa Clara County
Parks and the Parks and Recreation Element of the County General Plan envision a County-wide
network of parks and trails that offer users a seamless recreation experience and encourages
acquisitions for such park purposes (a public purpose); and,
WHEREAS, the Board of Supervisors, wishes to assist the City with funding (the
"County Funds") in completing the Project which, together with serving as a playground for
children, also serves and fulfills the additional park purpose of providing a transition, rest-spot,
destination, parking and area for all users of the County-supported Mitchell Park biking and
walking paths/trails which connect into the County's network of parks and rails (collectively, the
"Park Purpose"); and,
WHEREAS, the Board of Supervisors has found, by four-fifths vote, that the Project will
allow for the enlargement or improvement of Mitchell Park which is of general County interest
or that the cost of maintenance is increased by reason of use by residents of the county of Santa
Clara outside of Palo Alto (Exhibit 3-County Resolution).
140510 sdl 00710392 JUN 1 0 2014 1
::tl q l (o
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions herein, the Parties agree, as follows:
1. The City may utilize the County Funds to construct the Project within one (1) year
from the Effective Date, and the City shall return any unspent funds at the end of
this one-year period.
2. The City shall acknowledge the County's contribution to the Project by placing a
plaque in the Project area, identifying the County of Santa Clara Parks and
Recreation Department as a sponsor of the Project.
3. The City warrants and represents that it shall expend all County Funds in
accordance with the terms of this Agreement.
SECTION 1. PARK PURPOSES
(1) The City represents and warrants that The Friends has secured the rights from the City to
construct the Project for and on behalf ofthe City, and that the City will ensure that at all times
the Project is open and available to the public on an equal basis, and accessible by all members
of the public, for the Park Purpose.
(2) The Board of Supervisors reviewed the Project and determined that the Project is located
in a park setting in the County; it will be open to the public on an equal basis; it will benefit all
citizens of the County; and the Project will serve the Park Purpose.
SECTION 2. CITY RESPONSIBILITIES
The City's expenditure of the County Funds is subject to the following conditions:
(1) Responsibility of the City. The City will ensure that The Friends shall complete the
Project, the County Funds are expended for construction of the Project within one (1) year from
the Effective Date, and the City and The Friends shall act promptly and without delay with
respect to such matters in relation to the Project in accordance with the following:
a. Comply with all laws, including but not limited to all environmental, health and
safety laws and all provisions of the public contracts code, where applicable.
b. Comply with best industry practices and manufacturer design and construction
specifications for the Project.
c. Prepare plans and specifications for the Project and construction of the Project
using qualified persons with the requisite skills and expertise to complete the Project.
140510sdl00710392 2
d. Prepare all environmental documents required for completion of the Project
pursuant to the California Environmental Quality Act, National Environmental Policy Act, and
any rules and/or regulations promulgated thereunder, where applicable.
e. Secure all approvals, permits and certifications by government agencies required
for completion of the Project, where applicable.
f. Secure performance and payment bonds in 100% of the amount of the
construction contract to assure satisfactory completion of the Project, and the payment of
laborers and suppliers of material.
g. Within one (1) year of the Effective Date, the City shall file or cause to be
filed a report to be made to the County Board of Supervisors, showing the disposition of
the County Funds.
(2) Capital Contributions by the Parties to this Agreement.
a. The City shall ensure that any funds needed in excess of the County Funds for the
completion of the Project are secured for the completion ofthe Project.
b. No County Funds may be used for office space, salary or administrative expenses
incidental to the Project, or for professional planning or architectural design fees, or
preconstruction services.
(3) Budget Contingency. Performance and/or payment by the County pursuant to this
Agreement is contingent upon the appropriation of sufficient funds by the County for the work
covered by this Agreement. If funding is reduced or deleted by the County for the work covered
by this Agreement, the County may, at its option and without penalty or liability, terminate this
Agreement by giving the City at least thirty (30) days' prior notice of termination or offer an
amendment to this Agreement, indicating the reduced amount of the County Funds.
SECTION 3. OPERATION AND MAINTENANCE
Upon the completion ofthe Project's construction, the City warrants, represents and agrees that
it, or its authorized representatives, will operate, manage and maintain the Magical Bridge
Playground for a period of at least twenty (20) consecutive years from the Effective Date, for the
Park Purpose, open to the public and for the benefit of the general public. Ongoing operation,
management and maintenance are solely the responsibility of the City acting by itself or through
its authorized representatives.
SECTION 4. COMPENSATION
(1) The County will provide the City with One Hundred Fifty Thousand Dollars, Zero Cents
($150,000.00) (the "County Funds') in exchange for the City's compliance with all terms and
conditions of this Agreement. The City will be solely liable and responsible for managing the
expenditure and distribution of the County Funds upon its receipt from the County, including the
140510 sdl 00710392 3
full responsibility and accountability for ensuring all County Funds are expended in compliance
with this Agreement and applicable laws.
(2) The County will pay the County Funds to the City upon the issuance of the Notice to
Proceed for the construction work contemplated herein.
(3) Any County Funds not expended pursuant to the terms and conditions of this Agreement
shall be returned to the County immediately. All County Funds must be expended within one (1)
year of the Effective Date or returned to the County. In addition, if, for whatever reason, the
City is unable to ensure the completion of the construction of the Project or is unable to ensure
that the Magical Bridge Playground is operated, managed and maintained for the Park Purpose
described herein for twenty (20) consecutive years from the Effective Date, then the City shall
immediately refund to the County all the County Funds, even if such funds have already been
expended for the Project.
SECTIONS. RECORDS RETENTION AND AUDIT
(1) The City will maintain project records for audit purposes for three (3) years after
completion of the Project or until all claims are settled, whichever occurs last. All records and
data shall be available to County upon reasonable notice within five (5) working days of a
request by the County. The City shall repay the County with interest at the rate earned on the
County's investments for any unauthorized activities disclosed by audit or inspection, including
the cost of the audit, within thirty (30) days of demand by the County.
(2) Audits may be conducted at the discretion of the Santa Clara County Parks and
Recreation Department. The audits may take one or both of two forms: (A) a walk-through
inspection of the Project and informal review of the Project records by Parks and Recreation
Department staff; or (B) a formal financial audit conducted by either the County's staff or a
consultant. The City will be prepared for either or both types of audits. A walk-through
inspection may occur at the beginning of the Project, prior to approval of the final reimbursement
request, or at periodic intervals throughout the Project. A formal financial audit may occur as
deemed necessary by the Santa Clara County Parks and Recreation Department.
SECTION 6. INDEMNIFICATION.
The City covenants, warrants, represents and agrees that:
a. Excluding any Claims that are the direct result of the sole gross negligence or
willful misconduct of the County or the Indemnified Parties, the City shall indemnify, defend,
save and hold harmless the County and each of the County's Board of Supervisors, employees,
officers, attorneys, agents, representatives, affiliates, contractors and subcontractors (collectively,
the "Indemnified Parties") from, for and against any and all claims, causes of action, risks, suits,
losses, allegations, injuries, illness, death, damages and liabilities (including but not limited to
litigation costs and attorneys' fees) (the "Claims") relating to, or resulting from, wholly or in art,
directly or indirectly, (1) any breach of this Agreement by the City, (2) the acts or omissions of
the City or any of the City's employees, officers, agents, representatives, contractors,
140510sdl00710392 4
consultants, or subcontractors (collectively, the "City Representatives'), and/or (3) the Project,
including without limitation the construction of the Project and any operation or maintenance of
the Project.
b. If any proceeding shall be brought or threatened against the County by reason of
or in connection with the events described in the preceding subparagraphs a. above, as a
condition of indemnity hereunder the County shall (ifknown) notify the City in writing and the
City shall assume the defense of the Indemnified Parties and the payment of all costs of
litigation. Notwithstanding the preceding sentence, the County shall have the right to employ its
own counsel and to determine its own defense of such action in any such case, but the fees and
expenses of such counsel shall be at the expense of the County unless (i) the employment of such
counsel shall have been authorized in writing by the City, or (ii) the City, after due notice of the
action, shall not have employed counsel reasonably satisfactory to the County to have charge of
such defense, in either of which events the reasonable fees and expenses of counsel for the
County shall be borne by the City. The City shall not be liable for any settlement of any such
action effected without the County's consent, which shall not be unreasonably withheld. The
City shall not enter into any settlement without the County's advance consent.
d. To the fullest extent permitted by law, and as a material part of the consideration
to the County for entering into this Agreement, excluding any Claims that are the direct result of
the sole gross negligence or willful misconduct of the County or the Indemnified Parties, the City
hereby forever releases the County and the Indemnified Parties from responsibility and liability
for, waives the City's entire claim of recovery for, and assumes all risk of: (i) damage to property
or injury to persons (including death) resulting from or relating to any and all of the County
Funds, the Magical Bridge Playground, the Public or Park Purpose, the Project or Mitchell Park.
No defense, indemnification or hold harmless obligations hereunder shall relieve any insurance
carrier of its obligations under any insurance policies carried by the City or the City's
contractors, consultants or third parties.
e. All indemnification and warranty obligations shall survive the expiration,
termination or cancellation of this Agreement. The County shall be entitled to recover its
reasonable or attorney's and court costs incurred in enforcing these indemnification obligations.
SECTION 7. TERM OF AGREEMENT
This Agreement is effective as of the date of its full execution and shall terminate twenty (20)
years from the Effective Date, unless otherwise terminated earlier pursuant to the terms of this
Agreement. A failure to expend all of the County Funds for the construction of the Project
within one (1) year from the Effective Date shall result in the automatic termination of this
Agreement without further action or notice.
SECTIONS. NOTICES
Any notices provided herein shall be deemed received when mailed or delivered to the respective
parties addressed as follows:
140510sdl00710392 5
COUNTY OF SANTA CLARA
Robb Courtney, Director
Parks and Recreation Department
298 Garden Hill Drive
Los Gatos, CA 95032
Phone. (408) 355-2200
SECTION9. MISCELLANEOUS
CITY OF PALO ALTO
Gregory B. Betts, Director
Community Services Department
250 Hamilton A venue
Palo Alto, CA 94301
Copy to:
City of Palo Alto
250 Hamilton A venue
Palo Alto, CA 94301
ATTN: City Clerk
(1) Entire Agreement. This document represents the entire agreement between the Parties
in relation to the subject matter contained herein. All prior negotiations and written and/or oral
agreements between the Parties with respect to the subject matter of the agreement are merged
into this Agreement.
(2) Amendments. This Agreement may only be amended by a written instrument signed by
authorized representatives of the Parties.
(3) Conflict of Interest. The City shall comply, and require its contractors, employees,
agents, representatives, subcontractors and consultants to comply, with all applicable (i)
requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and
local conflict of interest laws and regulations including, without limitation, California
Government Code section 1090 et seq., the California Political Reform Act (California
Government Code section 87100 et seq.) and the regulations of the Fair Political Practices
Commission concerning disclosure and disqualification (2 California Code of Regulations
section 18700 et seq.). Failure to do so constitutes a material breach of this Agreement and is
grounds for immediate termination of this Agreement by the County.
a. In accepting this Agreement, the City covenants, warrants, represents and agrees
that it presently has no interest, and will not acquire any interest, direct or indirect, financial or
otherwise, which would conflict in any manner or degree with the performance of this
Agreement. The City further covenants that, in the performance of this Agreement, it will not
employ any contractor, consultant or person having such an interest. The City, including, but not
limited to, the City's employees, contractors, subcontractors and consultants, may be subject to
the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the
"Act"), that (1) requires such persons to disclose economic interests that may foreseeably be
materially affected by the work performed under this Agreement, and (2) prohibits such persons
from making or participating in making decisions that will foreseeably financially affect such
interests.
140510sdl00710392 6
b. If the disclosure provisions ofthe Political Reform Act are applicable to any
individual providing service under this Agreement, the City shall ensure that all such individuals
identified pursuant to this section understand that they are subject to the Act and shall conform to
all requirements of the Act and other applicable laws and regulations including, as required,
filing of Statements of Economic Interests within thirty (30) days of commencing any work
pursuant to this Agreement, annually by April 1, and within thirty (30) days of their termination
or cessation of work pursuant to this Agreement.
(4) Governing Law, Venue. This Agreement, and all the rights and duties of the parties
arising from or relating in any way to the subject matter of this Agreement or the transaction(s)
contemplated by it, shall be governed by, construed and enforced in accordance with the law of
the State of California (excluding any conflict of laws provisions that would refer to and apply
the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement,
including arbitration proceedings, shall be brought only in Santa Clara County, California.
EACH OF THE PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION
AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN THE CITY OF
SAN JOSE, CALIFORNIA.
(5) Assignment. No assignment of this Agreement or of any of the rights or obligations of
the City hereunder shall be valid without the prior written consent of the County, which shall not
be unreasonably withheld.
(6) Waiver. No delay or omission by either Party hereto to exercise any right occurring
upon any noncompliance or default by the other Party with respect to any of the terms of this
Agreement shall impair any such right or power or be construed to be a waiver thereof. A
waiver by either of the Parties hereto of any of the covenants, conditions or agreements to be
performed by the other shall not be construed to be a waiver of any succeeding breach thereof or
of any covenant, condition or agreement herein contained.
(7) Non-Discrimination. The City represents, warrants and agrees that it and its contractors,
consultants and representatives shall comply with all applicable Federal, State and local laws and
regulations, including Santa Clara County's policies concerning nondiscrimination and equal
opportunity in contracting. Such laws include but are not limited to the following: Title VII of
the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the
Rehabilitation Act of9173 (Sections 503 and 504); California Fair Employment and Housing
Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and
1102. The City represents, warrants and agrees that it shall not discriminate against any
contractor, subcontractor, employee, or applicant for employment because of age, race, color,
national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical
disability, medical condition, political beliefs, organizational affiliations, or marital status in the
recruitment, selection for training including apprenticeship, hiring, employment, utilization,
promotion, layoff, rates of pay or other forms of compensation. The City also represents,
warrants and agrees that it shall not discriminate in provision of work performed in relation to
this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual
orientation, mental disability, physical disability, medical condition, political beliefs,
organizational affiliations, or marital status.
140510sdl00710392 7
(8) County No-Smoking Policy. The City and its employees, agents, contractors,
subcontractors and consultants, shall comply with the County's No-Smoking Policy, as set forth
in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which
prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned
and operated health facilities, (2) within 30 feet surrounding County-owned buildings and leased
buildings where the County is the sole occupant, and (3) in all County vehicles.
(9) Food and Beverage Standards. Except in the event of an emergency or medical
necessity, County's nutritional standards shall apply to any foods and/or beverages purchased by
the City with the County Funds for County-sponsored meetings or events.
(1 0) California Public Records Act. All documents and records provided to or made
available to the County under this Agreement become the property of the County, which is a
public agency subject to the disclosure requirements of the California Public Records Act
("CPRA"). If the City's proprietary information is contained in documents submitted to the
County, and the City claims that such information falls within one or more CPRA exemptions,
the City must clearly mark such information "CONFIDENTIAL AND PROPRIETARY," and
identify the specific lines containing the information. In the event of a request for such
information, the County will make reasonable efforts to provide notice to the City prior to such
disclosure. If the City contends that any documents are exempt from the CPRA and wishes to
prevent disclosure, it is required at its own cost, liability and expense to obtain a protective order,
injunctive relief or other appropriate remedy from a court of law in Santa Clara County before
the County responds to the CPRA request. If the City fails to obtain such a remedy before the
County responds to the CPRA request, the County may disclose the requested information and
shall not be liable or responsible for such disclosure.
a. The City further warrants, represents and agrees that it shall defend, indemnify
and hold the County harmless against any and all claims, actions or litigation (including but not
limited to all judgments, costs, fees, and attorney's fees) that may result from denial by the
County of a CPRA request for any information arising from any representations, or any action
(or inaction), by the City, its contractors, consultants, employees, agents or representatives.
(11) Third Party Beneficiaries. This Agreement does not, and is not intended to, confer any
rights or remedies upon any person or entity other than the Parties. The Friends shall have no
right or claim attaching to this Agreement or to the County Funds and is not a third party
beneficiary of or to this Agreement.
(12) Relationship of the Parties. The Parties acknowledge and agree that nothing set forth in
this Agreement shall be deemed or construed to render the parties as joint venturers, partners,
agents, a joint enterprise, employer-employee, or lender-borrower. The City shall have no
authority to employ any person as employee or agent on behalf of the County for any purpose.
Neither the City nor any person using or involved in or participating in the Project or in the use
of the County Funds shall be deemed a third party beneficiary to this Agreement nor an
employee or agent of the County, nor shall any such person represent himself or herself to others
as a third party beneficiary to this Agreement or as an employee or agent of the County.
140510 sdl 00710392 8
(13) No Indemnification and Insurance by County. Nothing contained in this Agreement is
to be construed as an indemnification by the County for any loss, damage, injury or death arising
out of or caused, in whole or in part, by the County or its Board of Supervisors, officers,
executives, attorneys, employees, agents, representatives, contractors or subcontractors. Nothing
contained herein shall be construed to, and nothing shall, obligate the County to provide any
insurance, indemnity or protection for or on behalf of any third party, the Project, the County
Funds, the Magical Bridge Playground, or Mitchell Park.
(14) Subcontractors. If any obligation is performed for or on behalf of the City through a
consultant, contractor or subcontractor, the City will remain fully responsible for the
performance of all obligations under this Agreement and the City will be solely responsible for
all payments due to its contractors, consultants or subcontractors. No contract, subcontract or
other agreement entered into by the City with any third party in connection with this Agreement,
or for or in relation to the use of the County Funds, will provide for any indemnity, guarantee or
assumption of liability by, or other obligation of, the County with respect to such arrangement.
No contractor, consultant or subcontractor will be deemed a third party beneficiary for any
purposes under or to this Agreement.
(15) Nonexclusive Agreement. The City agrees that this Agreement is non-exclusive and the
County may at any time, in its sole discretion, enter into agreements with other parties for any
purpose deemed to be in the best interest of the County.
(16) Paragraph Headings. The headings and captions of the various paragraphs and
subparagraphs hereof are for convenience only, and they shall not limit, expand or otherwise
affect the construction or interpretation of this Agreement.
(17) Cumulative Remedies. The rights and remedies of the Parties, whether pursuant to this
Agreement or in accordance with law, shall be construed as cumulative, and the exercise of any
single right or remedy shall constitute neither a bar to the exercise of nor the waiver of any other
available right or remedy.
( 18) Counterparts. This Agreement may be executed in several counterparts, and all of such
counterparts so executed together shall be deemed to constitute one and the same agreement, and
each such counterpart shall be deemed to be an original. Facsimile or electronic signatures shall
have the same legal effect as original or manual signatures if followed by mailing of a fully
executed original to the Parties.
(19) Construction/Severability. This Agren1ent shall not be construed more strongly
against either Party regardless of who is more r ponsible for its preparation. If any provision of
this Agreement is found by a court of competem jurisdiction to be invalid or unenforceable, such
invalidity or unenforceability shall not invalidate or render unenforceable any other Party of this
Agreement, but the Agreement shall be construed as not containing the particular provision or
provisions held to be invalid or unenforceable.
140510 sdl 00710392 9
(20) Authority. Each party represents and warrants that it has executed this Agreement freely,
fully intending to be bound by the terms and provisions contained in this Agreement and that the
persons signing below are authorized to sign on each Party's behalf.
(21) Survival. All terms and conditions that by their nature should survive termination or
expiration of this Agreement, shall so survive including but not limited to Section 4, 5, 6, 7, 8,
and 9 inclusive.
IN WITNESS WHEREOF, the Parties have executed this Agreement as provided
'"bl:1l9.\\'.·_, The "Effective Date" of this Agreement shall be the last date signed by all below. -:;:~~: ,; ~ ·:· _, :--,: ... ---.. ~.::~-=~~-:~=·-~:-·--_ .· . .
Mike Wasserman, President
Board of Supervisors
Date: JUN 1 0 2014 -------=~------
Signed and certified that a copy of this document
has been delivered by electronic or other means to
the President, Board of Supervisors.
Approved as to form and legality:
~~ ~hirley . E wards
D:yco:counsel
Enclosures:
Exhibit 1-The Friends Contract
CITY OF PALO ALTO:
t-7--
Approved as to form:
c(~/···L ..
Grant Kolling
Senior Asst. City Attorney
Exhibit 2-Certified Copy of City ofPalo Alto Resolution No. 9414
Exhibit 3-County Resolution Approving Funds.
140510sdl00710392 10
AGREEMENT FOR THE DESIGN, CONSTRUCTiON AND
INSTALLATION OF FACILITIES AND OTHER CAPITAL
IMPROVEMENTS AT MITCHELL PARK
This Agreement for the Design, Construction and Installation of Facilities
and Other Capital Improvements at Mitchell Park (the "Agreement"), dated, for
convenience, May 19, 2014 (the "Effective Date"), is made and entered into by and
between the CITY OF PALO ALTO, a California chartered municipal corporation (the
"CITY") and the FRIENDS OF THE MAGICAL BRIDGE, LLC, a California limited liability
company (the "FRIENDS") (individually, a 11Party" and, collectively, the "Parties"), in
reference to the following facts and circumstances:
RECITALS:
A. The CITY has designated as a city park, under Palo Alto Municipal Code
section 22.08.180, a 17.99 acre site, commonly known as Mitchell Park (the "Park"), and
a 10-foot pathway from the Park to Charleston Road. The southwestern portion of the
Park and pathway is the proposed site of the Magical Bridge Playground and the
Charleston Road Corridor Pathway (the "Pathway"), which will be bounded by the
tennis courts, the northern approach to Adobe Creek, and the southern border of the
Park, including the Pathway, connecting the Park along a 10-foot access easement,
terminating at Charleston Road.
B. The FRIENDS intends to benefit the CITY and the general public by
designing, constructing and installing on approximately 0.8 acre of the Park and
approximately a 0.1 acre Pathway (the "Site") certain playground, play equipment,
slides, features, benches, tables, park amenities, pathway, signage, and accessible
crossing of Adobe Creek and associated capital improvements and structures (the
11Facilities"). The schematic description and site map of the Site is described in Exhibit
11A". A design, construction and installation schedule for the Facilities is included in
Exhibit "B".
C. The FRIENDS will complete 100 percent of the construction document
package to design, construct and install the Facilities at substantially its own cost and
expense. The CITY will grant to the FRIENDS an amount of funds not to exceed five
hundred thirty-two thousand dollars ($532,000), which the FRIENDS will apply towards
the design and construction costs of the Facilities and off-site Facilities. At a minimum,
the FRIENDS will grant to the City an amount of funds of not-to-exceed two million five
hundred thousand dollars ($2,500,000.00) for the completion of Phase 1 of the Facilities
and off-site Facilities, and a not-to-exceed three hundred twenty-one thousand four
hundred seventy dollars ($321,470) for the completion of Phase 2 of the Facilities and
off-site Facilities. The itemized budget for Phases 1 and 2 is included in Exhibit "C".
140513 sdl 00710337B
D. Upon the completion of the design, construction and installation of the
Facilities, the FRIENDS will deliver possession of the Site to the CITY and will transfer all
of its rights, title and interests, if any, in and to the Facilities to the CITY.
E. Pursuant to the CITY's policy and procedures, the CITY is required to
allocate one percent (1%) of the construction costs of a CITY capital improvement
project for public art in, among other places, parks and plazas. The CITY intends to
allocate 1% of the qualifying portion of the budget for the Facilities, which shall be
deemed a capital improvement project, or thirty thousand dollars ($30,000). The CITY
intends to disburse eighty-two thousand seven hundred twelve dollars ($82,712) of local
Transportation Development Act (11TDA") funds to the construction the Charleston Road
Corridor Pathway Improvement Project (the "Pathway"). The City intends to disburse
$150,000 of the Santa Clara County Parks Charter Funds to the construction of the
Facilities upon completion of the Facilities.
F. The FRIENDS understand that, because the CITY is disbursing TDA funds
for the benefit of the Project, the FRIENDS are required to pay prevailing wages for any
and all labor used in connection with the construction of the Project.
IN CONSIDERATION OF the Recitals A through F, inclusive, which are
made a substantive part of this Agreement, and the following covenants, terms and
conditions, the Parties agree:
AGREEMENT:
1. PURPOSES
1.1 The Parties agree that the purposes of this Agreement are to:
(a} Grant the FRIENDS and its contractors, agents and representatives
temporary access to the Site during the Term in order that the FRIENDS may construct
and install, or cause the construction and installation of, the Facilities;
(b) Provide for the preparation by the FRIENDS, and the review and approval
by the CITY, of the FRIENDS' plans, specifications and working drawings for the Facilities;
(c) Provide for the completion of design, construction and installation of the
Facilities and off-site Facilities by the FRIENDS and its contractors, agents and
representatives and the granting of the CITY's approval and acceptance of the Facilities;
and
(d) Provide for the transfer of possession of the Site and all rights, title and
interests in and to the Facilities and off-site Facilities to the CITY upon the completion of
design, construction and installation of the Facilities.
140513 sdl 007103378 2
1.2 In regard to the off-site improvements relating to the Facilities, the
following will apply:
(a) Notwithstanding any provisions of this Agreement to the contrary, the
FRIENDS shall be responsible for the design, construction, installation, repair, and/or
maintenance of any underground improvements or facilities that may be required to
bring the necessary utility services to the Facilities, such as water lines, electrical service,
storm drain lines connecting to existing underground lines, or any other above ground
or underground off-site improvements or facilities (collectively, the "Off-Site
Improvements") that may be required for the use of the Playground and any portion of
the Facilities, as described in Recital B above, that are constructed or installed, or
caused to be constructed or installed, by the FRIENDS at the Site. The foregoing
provision regarding the obligation of the FRIENDS with respect to the Off-Site
Improvements takes into account that, as of the Effective Date, there may be a water
line, an electrical line, and/or a storm drain connection to and at the Site.
(b) The FRIENDS' general contractor will collaborate and otherwise
coordinate with the CITY in re-routing bicyclist and pedestrian access through the Site.
The Pathway improvements shall not be performed when regular school is in session.
1.3 The CITY, at its sole cost and expense, will be responsible to perform any
work of construction necessary to correct, remove, or repair any undiscovered pre-
existing conditions.
1.4 The FRIENDS, at its sole cost and expense, will be responsible for
completing the design and construction the Off-Site Improvements referred to in
Section 1.2(a) above.
1.5 In the event the Site is destroyed by any cause that renders the Site unfit
for the purposes described in Section 1.1 hereof, and its physical condition cannot be
repaired within one hundred eighty (180) days from the date of destruction, then either
Party may give written notice of termination of this Agreement, which will become
effective thirty (30) days after the other Party's receipt of such notice.
1.6 Nothing in this Agreement will be construed to limit the CITY's right to
temporarily revoke the authority of the FRIENDS or its contractors, agents and
representatives to gain access to the Site for the purposes hereof in the event of an
uncured default and breach of this Agreement by the FRIENDS or irrespective of any
breach by the FRIENDS, in the interest of the public health, safety and welfare.·
2. TERM
2.1 This Agreement shall be for a term of approximately fourteen (14)
months (the uTerm"), commencing upon the Effective Date, when the Parties have duly
executed and delivered this Agreement. If the completion of construction and
installation of the Facilities is delayed for any reason beyond the reasonable control of
140513 sdl 00710337B 3
the FRIENDS, then the Parties may agree, in writing, to extend the Term on a month-to-
month basis, in order to permit the completion of construction and installation of the
Facilities by the FRIENDS or its contractors, agents and representatives. Upon (a) the
FRIENDS' completion of any punch-list items within the time specified in Section 6.8.5,
(b) the CITY's determination that the FRIENDS have achieved full completion of the
construction and installation work, and (c) the CITY's acceptance of the Facilities by
written notice to the FRIENDS, this Agreement will expire or otherwise terminate
without notice to either Party. The Term will not extend after July 31, 2015, unless the
Parties agree, in writing.
3. USE; ACCESS TO THE SITE
3.1 Subject to all covenants, terms and conditions hereof, the CITY hereby
grants to the FRIENDS, its members, directors, officers, employees, consultants,
contractors, agents and representatives the revocable, nonexclusive right to enter the
Site for the purposes hereof. No other rights, title or interests, including, without
limitation, any estate, ownership, leasehold, easement or other property interest, in the
Site is granted or intended to be granted by the CITY to the FRIENDS by this Agreement.
4. CONSIDERATION
· 4.1 The FRIENDS will obtain contributions from the community to defray
substantially all of the costs and expenses of the design, construction and installation of
the Facilities, excepting only those funds which the CITY will contribute pursuant to
Recital C and Section 4.4. The contributions received by the FRIENDS will be used
exclusively to pay for the services of a project manager, any other individual whose
services are reasonably required to complete the design and construction and
installation of the Facilities, and reasonably related project costs and expenses. The
services of the foregoing individuals will be obtained by means of an informal
competitive selection process conducted by the FRIENDS. The FRIENDS will deliver all
funds and other financial contributions that it receives to the CITY, which will deposit
such funds and other contributions in a CITY fund or account and will disburse
accordingly, as described in Section 4.4. The FRIENDS will be obligated to pay any fee or
charge for utility services rendered to the FRIENDS at the Site in connection with the
Facilities' construction and installation.
4.2 The FRIENDS also will undertake a community outreach program to
provide information to the businesses and residents in the vicinity of the Facilities,
concerning the Facilities, for the purpose of soliciting the input and support for the
Facilities and construction work and to seek ways to mitigate, to the maximum extent
possible, the loss of use of park facilities during the period of construction.
4.3 As a condition precedent to the CITY's obligation to commence
construction and installation of the Facilities, within thirty {30) days after the Effective
Date, the FRIENDS will transfer, and inform the CITY's Director of Administrative
140513 sdl 00710337B 4
Services that the FRIENDS have transferred, to the CITY's account sufficient funds for the
Phase 1 construction of the Project. The FRIENDS shall transfer to the City's account
sufficient funds to pay for the Phase 2 construction costs of the Project within ninety
(90) days afterthe Effective Date. The sufficient funds will be made available from funds
to be· provided by the FRIENDS and from funds to be raised by the FRIENDS in the
community outreach program referred to in Section 4.2, and will be used to complete
the construction and installation of the Facilities by the FRIENDS and/or its contractors,
agents and representatives. The term "sufficient funds" referred to in this Agreement
means the completion of all actual costs of construction and installation of the
improvements, equipment, and structures that constitute the Facilities, as set forth in
the FRIENDS' itemized budget, as set forth in Exhibit "C". The budget will include an
additional ten percent (10%) of the estimated total amount of all actual costs of the
Facilities as a contingency to meet any unforeseen costs that may arise during the
construction and installation of the Facilities.
4.3.1 Evidence of assurance will take the following form: Evidence of the
deposit by the FRIENDS of the total amount of sufficient funds for the Facilities, as
defined herein, into the separate account maintained by the CITY with disbursements
from that account requiring the signatures of authorized representatives of the Parties
will be furnished. At such times as the FRIENDS has currently payable invoices for the
Facilities, the CITY will take the steps necessary to expedite its approval process so that
funds can be disbursed from the account maintained by the CITY, which will be
sufficient to satisfy the FRIENDS' accounts payable. The CITY will use reasonable efforts
to process the requests for payment in a manner which permits the FRIENDS to remain
current on its obligations. The Director of Administrative Services, or designee, will be
the CITY's representative for all purposes hereof. If this Agreement is terminated for
any reason, before the expenditure of all the funds in the CITY's fund or account can
occur, the CITY will be entitled to all rights, titles and interests in the funds; provided,
however, the CITY will thereafter expend the funds only for the purpose of constructing
and installing the Facilities, or part thereof, that is not completed at the effective date of
termination. If any portion of the amount remains and is not disbursed following the
completion of the Facilities, the remainder will be retained by the CITY and used to
defray the costs of maintenance of the Facilities at the Site.
4.3.2 The account will be maintained in the name of the CITY in a form
reasonably acceptable to the Director of Administrative Services.
4.4 As of the Effective Date, the CITY will have established a Magical Bridge
Playground Capital Improvement Project Fund account within the Capital Improvement
Project budget for FY 2013-14 ("CIP PE-12013"), relating to the Facilities. Because the
CITY is required by its policy and procedures to reduce its contribution to the Facilities'
costs by the one percent for arts program expenditure, which will be used to pay for the
CITY's contractor's services, the CITY will reduce its contribution to the FRIENDS in an
amount not to exceed thirty thousand dollars ($30,000) to be drawn from CIP PE-12013.
140513 sdl 00710337B 5
4.4.1 The CITY will administer and coordinate the receipt and disbursement of
these funds, which will be expended for all costs and expenses related to the
construction and installation of the Facilities at the Site. No interest on the accumulated
funds will be paid by the CITY.
4.5 The CITY will issue permits, as required, and waive the obligation of the
FRIENDS to pay any and all permit-and permit-related fees and charges that are due
and payable to the CITY's general fund with respect to the design and the construction
and installation of the Facilities at the Site and any other related work to be performed
by the FRIENDS in connection therewith; provided, however, the CITY will not waive the
obligation of the FRIENDS to pay any rate, fee or charge that is due and payable to any
of the CITY's enterprise funds for utility services that are rendered to the FRIENDS at the
Site (other than the utility costs to be paid by the CITY pursuant to Section 1.2 with
respect to any undiscovered pre-existing conditions or any Off-Site Improvements).
4.6 The CITY has submitted the Magical Bridge Playground Pathway concept
plans and the environmental assessment to the CITY's Community Services Department,
Planning and Community Environment Department and the Public Works Department
as well as to the appropriate boards and commissions, including, without limitation, the
Parks and Recreation Commission, the Architectural Review Board, and the City Council
for review and approval of the concept plans shown in Exhibit "A".
4. 7 The CITY will provide staff support, inspection and testing services and other
assistance to the FRIENDS, upon reasonable request, in connection with the 30%, 60%
and 90% design review, bid and construction documents, and submittal reviews as part
ofthe initiation and completion of the Facilities.
5. PLAN FOR DESIGN, CONSTRUCTION AND INSTALLATION
5.1 The CITY will review and the FRIENDS will prepare or cause to be
prepared final plans and specifications and working drawings (the "Plans") for the
design and the construction and installation of the structures and improvements
constituting the Facilities to be located at the Site, as described in Exhibit 11A".
5.2 The FRIENDS will obtain and maintain all CITY-issued permits and other
authorizations required for the completion of the Facilities and will furnish to the CITY
upon request during the construction and installation phases any and all financial and
non-financial security deemed necessary and appropriate by the CITY, including, without
limitation, evidence of insurance coverage, indemnity agreement, and lien waivers; the
CITY will not require the FRIENDS to provide performance and payment bonds, provided
that the CITY has first determined pursuant to Section 4.3 that there are sufficient funds
available to complete the construction and installation of the Facilities by the FRIENDS
and its contractors, agents and representatives.
140513 sdl 00710337B 6
6. CONSTRUCTION AND INSTALLATION OF FACILITIES
6.1 The FRIENDS will commence with the design and the construction and
installation within one hundred (100) days after the Effective Date in accordance with
the construction and installation schedule, as set forth in Exhibit 11B". All submittals,
change orders, construction and installation work will be conducted in an efficient and
workmanlike manner in substantial compliance with the approved time schedule.
6.2 The FRIENDS will comply with the CITY's regulations governing
construction noise controls and regulations governing dust control, all as set forth in the
Palo Alto Municipal Code.
6.3 The FRIENDS will be responsible to accomplish all associated work
required to complete and install the Facilities and it will be required to comply with all
conditions that are imposed on the Facilities during the CITY's approval process.
6.4 The FRIENDS will include standard CITY requirements in all equipment
purchases and construction contracts with third parties in regard to warranties and
workmanship guarantees for the Facilities.
6.5 All contractors, subcontractors, and other personnel who will perform
the construction and installation work at the Site under contract with the FRIENDS will
obtain and maintain all current licenses required by the State of California during the
Term.
6.6 The FRIENDS will meet all requirements outlined in the Transportation
Development Agency (TDA) Grant including but not limited to the billing and payment
for grant funded portions of the project paid on a prevailing wage scale as required by
the grant agency. Invoices shall indicate eligible and ineligible project costs.
6.7 The Facilities will be constructed and installed at the Site in compliance
with the approved Plans and TDA grant requirements. Any conditions relating to the
manner, method, design and construction of the Facilities established under the CITY's
approval process will be conditions of this Section 6. 7 as if they were stated and
otherwise fully incorporated in this Agreement. Upon the completion of construction
and installation, the FRIENDS' project manager for the Facilities will submit to the CITY's
Manager, Open Space, Parks and Golf Division, a certificate of inspection, verifying that
the construction and installation were completed in conformance with Title 24 of the
California Code of Regulations.
6.8 For the purposes of this ·Agreement, the Facilities will be deemed
completed at the time all ofthe following have occurred:
140513 sdl 007103378 7
6.8.1 The CITY'S landscape architect has delivered a statement, in writing, to
the CITY, stating that the Facilities have been substantially completed in accordance
with the Plans;
6.8.2 The FRIENDS has obtained all necessary CITY inspections of and approvals
for the Facilities;
6.8.3 The Parties' representatives have inspected the Facilities, and all major
defects and incomplete items that materially impair the use of the Site in the Park have
been remedied and a "punch-list" of minor defects has been prepared for prompt repair
and completion by the FRIENDS;
6.8.4 All trash and garbage has been removed from the Site;
6.8.5 The CITY has confirmed, in writing, that the FRIENDS has complied with
the provisions of this Section 6.8, including subsections 6.8.1 through 6.8.6, and final
acceptance by the CITY has been issued. As a condition precedent to the CITY~s
acceptance of the Facilities, the FRIENDS will complete the "punch-list" items within a
reasonable time but by no later than thirty (30) days after the CITY has made a
preliminary determination that the Facilities is deemed completed; and
6.8.6 Concurrently with the confirmation, in writing, by the CITY to the
FRIENDS that the CITY has accepted the Facilities and the FRIENDS has made the Site
and the Playground available to the CITY for use by the public after substantial
completion of construction. The construction contract entered into between the
FRIENDS and the FRIENDS' general contractor shall provide that the general contractor's
guarantee shall be for the direct and immediate benefit of the FRIENDS and the CITY
jointly, and shall guarantee, in writing, that the work, materials, apparatus, ~quipment
and workmanship that have been performed, used, installed or otherwise incorporated
in the Facilities are free of defects, and the FRIENDS' general contractor, at its sole cost
and expense, shall agree to repair or replace any defective work, materials, apparatus,
or equipment or workmanship which is discovered by the FRIENDS or the CITY within
one (1) year from the date of substantial completion of the Facilities.
7. MAINTENANCE AND REPAIRS
7.1 The FRIENDS, at its sole cost, will maintain the Site and the Facilities
during the Term in a clean and safe manner to the complete satisfaction of the CITY and
in compliance with all applicable laws. The FRIENDS will provide approved containers
for trash and garbage generated at the Site and arrange for their disposal. The CITY
reserves the right to enter and inspect the Site for compliance with this maintenance
requirement and applicable safety requirements. The FRIENDS will be responsible for
any damage to the Site or the Facilities that arises in connection with the construction
and installation activities at the Site. The CITY will be responsible for the pre-existing
140513 sdl 00710337B 8
condition of any utilities at the Site at the commencement of construction and
installation in addition to the responsibilities of the CITY, as described in Section 1.3.
7.2 If the FRIENDS fail to properly maintain the Site, then the CITY may notify
the FRIENDS, in writing, of such failure. The FRIENDS will be afforded a reasonable
period of time in order to bring the Site to a clean and safe condition. The CITY, at its
option, may elect to enforce its rights and remedies, including, without limitation,
entering the Site to ensure the safety of all persons and property thereon.
7.3 The obligation of the FRIENDS to maintain and repair the Site and the
Facilities will terminate upon the CITY's acceptance of the Facilities pursuant to Section
6.8:6. The CITY thereafter will maintain and repair the Site in accordance with the
standards, customs and practices of the CITY pertaining to its maintenance and repair of
property owned or controlled by the CITY.
8. AS-BUILT DRAWINGS
8.1 Upon the completion of construction and installation of the Facilities, the
FRIENDS will provide the CITY's Director of Public Works with a complete set of
electronic AutoCAD drawings and 24" by 36" 3-mil Mylar® reproducible lias built" Plans,
reflecting the actual construction and installation of the Facilities performed or caused
to be performed by the FRIENDS at the Site pursuant to this Agreement.
9. OWNERSHIP OF FACILITIES
9.1 The FRIENDS covenants that the Facilities will be free and clear of all
liens, claims or liability for labor or materials at the time of completion of the
construction and installation thereof. The FRIENDS will execute a quitclaim deed or
other document acceptable to the CITY to reflect the transfer to the CITY of the
FRIENDS' ownership, if any, of the Facilities and all rights, title and interests therein.
10. UTILITY SERVICE
10.1 The FRIENDS will be responsible for paying for all utility services,
including, without limitation, electric, water, and wastewater services, to be provided at
the Site, as more fully described in Exhibit "B", which the FRIENDS requires in order to
construct and install the Facilities and the other improvements at the Site. In the
construction and installation of the Facilities and other improvements, the FRIENDS will
not cause damage to the CITY's utilities at the Site or the Park. The FRIENDS will be liable
for the repair or repl~cement costs of the CITY's utilities at the Site or the Park that are
damaged by the FRIENDS (including any person hired or used by the FRIENDS) in
connection with the construction and installation of the Facilities and other
improvements. The repair or replacement costs will be payable on demand of the CITY.
The obligations of the FRIENDS under this Section 10.1 will terminate upon the CITY's
final acceptance of the Facilities pursuant to Section 6.8.
140513 sdl 00710337B 9
11. INSURANCE
11.1 The FRIENDS, its consultants, agents and/or general contractors, if any, at
their sole cost and expense, will obtain and maintain during the Term the insurance
coverage described in Exhibit 11D", insuring not only the FRIENDS and its consultants and
contractors, respectively, but also with the exception of workers compensation,
employer's liability and professional liability insurance, naming the CITY as an additional
insured concerning the FRIENDS' performance under this Agreement.
11.2 Any deductibles or self-insured retentions must be declared to and
approved by the CITY. At the option of the CITY either: the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects the CITY, its elected or
appointed officials, officers, employees, and volunteers; or the FRIENDS shall procure a
bond guaranteeing payment of losses and related investigations, claim administration
and defense expenses. The insurance shall remain in full force and effect during the
Term, commencing on the Effective Date and ending on the termination of this
Agreement. Each insurance policy required by this Agreement shall contain the
following clauses:
(a)
(b)
(c)
(d)
140513 sdl 00710337B
"Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits except after thirty
(30) days' prior written notice by certified mail, return receipt
requested, has been given to the CITY."
"All rights of subrogation are hereby waived against the CITY OF
PALO ALTO and its elected and appointed officials, officers or
employees, when acting within the scope of their employment or
appointment."
"The CITY OF PALO ALTO is named as a loss payee on the Facilities
and builders' risk insurance policies described above."
"The CITY OF PALO ALTO, its elected a.nd appointed officials,
officers, employees, agents and volunteers are to be covered as
insureds as respects: liability arising out of activities performed by
or on behalf of the FRIENDS; products and completed operations
of the FRIENDS; premises owned, occupied or used by the
FRIENDS; or automobiles owned, subleased, hired or borrowed by
the FRIENDS. Except for the waiver of subrogation contained in
Section 11.4, the coverage shall contain no special limitations on
the scope of protection afforded to the CITY, its elected and
appointed officials, officers, employees, agents or volunteers."
10
(e) "For any claims related to this Agreement, the FRIENDS' insurance
coverage shall be primary Insurance as respects the CITY OF PALO
ALTO, its elected and appointed officials, officers, employees,
agents and volunteers. Any insurance or self-insurance
maintained by the CITY, its elected and appointed officials,
officers, employees, agents or volunteers shall be excess of the
FRIENDS' insurance and shall not contribute with it."
(f) "Any failure to comply with reporting or other provisions of the
policies including breaches of warranties shall not affect coverage
provided to the CITY OF PALO ALTO, its elected and appointed
officials, officers, employees, agents or volunteers."
(g) "The FRIENDS' insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with
respect to the limits of the insurer's liability."
11.3 All insurance required of the FRIENDS, its consultants and/or general
contractors by this Agreement will be provided by insurer carriers with a current A.M.
Best's rating of not less than A-:VII. The FRIENDS will deposit or will cause to be
deposited with the CITY, on or before the Effective Date, certificates of insurance
necessary to satisfy the CITY that these insurance provisions have been complied with,
and to keep such insurance in effect and the certificates therefor on deposit with the
CITY during the Term. If the FRIENDS does not provide evidence of coverage at least
thirty (30} days prior to the expiration of any existing insurance coverage, the CITY may
purchase such insurance coverage for not more than a six-month period, on behalf of
and at the sole cost and expense of the FRIENDS. The CITY retains the right to review
the coverage, form, and amount of the insurance coverage required by this Agreement
and require the FRIENDS to alter the coverage, as appropriate. The CITY's requirements
shall be reasonable and shall be designed to assure protection from and against the kind
and extent of risk which exists at the time a change in insurance is required. A failure by
the FRIENDS or the FRIENDS' general contractor to provide acceptable insurance policies
or certificates with the CITY incorporating such changes within thirty {30) days of receipt
of such notice will constitute a default under this Agreement. Such default will
constitute a material breach and shall be grounds for termination of this Agreement by
the CITY. The procuring of such required insurance will not be construed to limit the
FRIENDS' liability hereunder or to fulfill the indemnification provision and requirements
of this Agreement. Notwithstanding the policy or policies of insurance, the FRIENDS
shall be obligated for the full and total amount of any damage, injury, or loss occurring
during the Term that is caused by the FRIENDS or its landscape architect, general
contractor, or design professionals, or connected with this Agreement or with use or
occupancy of the Site by the FRIENDS or its landscape architect, contractors, or design
professionals.
140513 sdl 00710337B 11
11.4 All rights of subrogation are hereby waived by the CITY against the
FRIENDS and its managers, members, employees, and agents when any of them is acting
on behalf of the FRIENDS in the performance of this Agreement.
12. INDEMNITY
12.1 The FRIENDS will protect, defend, indemnify and hold harmless the CITY,
its elected and appointed officials, officers, employees and representatives, from any
and all demands, claims, damage, loss or liability of any nature, including death of or
injury to persons, property damage or any other loss, caused by or arising out of the
FRIENDS' or any of its landscape architect's, agents' or contractor's negligent acts,
errors, or omissions, or willful misconduct, in the performance of or failure to perform
its obligations under this Agreement. The foregoing indemnity obligation of the Friends
shall expire and be of no further force or effect upon the confirmation, in writing, by the
CITY that the CITY has accepted the Facilities, except for any pending claims made, in
writing, that are received by the FRIENDS, the FRIENDS' general contractor, or the CITY
prior to such acceptance.
13. WAIVER
13.1 The waiver by either Party of any breach or violation of any covenant,
term, or condition of this Agreement or of the provisions of any park improvement
ordinance or other CITY law will not be deemed to be a waiver of any such covenant,
term, condition, or ordinance or of any subsequent breach or violation of the same or
any other covenant, term, condition, or ordinance. The subsequent acceptance by
either Party of any consideration which may become due or payable hereunder will not
be deemed to be a waiver of any preceding breach or violation by the other Party of any
other covenant, term, or condition of this Agreement or any ordinance.
14. ASSIGNMENT
14.1 The FRIENDS will not assign, transfer, or convey this Agreement without
the express written approval of the CITY, and any such assignment, transfer or
conveyance without the approval of the CITY will be void and in such event, at the CITY's
option, this Agreement may be terminated upon notice to the FRIENDS.
15. DEFAULT; REMEDIES FOR DEFAULT
15.1 Except as otherwise provided under this Agreement, should the FRIENDS
default in the performance of any covenant, term or condition contained in this
Agreement and such default is not corrected within thirty (30) days of receipt of a notice
of default from the CITY, the CITY may elect to enforce any of the following rights and
remedies: (a) terminate this Agreement and all rights of the FRIENDS and its consultants
and contractors, if any; (b) cure any default of the FRIENDS by performance of any act,
including payment of money, and the cost and expense thereof, plus all reasonable
140513 sdl 00710337B 12
administrative costs, will become immediately due and payable by the FRIENDS to the
CITY; (c) initiate an action or suit in law or equity to enjoin any acts which may be
unlawful or in violation of the rights of the CITY hereunder; or (d) pursue any other right
or remedy as may be provided in this Agreement.
15.2 In the event of a default which cannot reasonably be cured within thirty
(30} days, the FRIENDS shall have a reasonable period of time to cure the default. The
remedies given to the CITY hereunder, or by any law now or hereafter enacted, are
cumulative and the exercise of one right or remedy shall not impair the right of the CITY
to exercise any or all other remedies. In case any suit, action or proceeding to enforce
any right or exercise any remedy shall be brought or taken and then discontinued or
abandoned, then, and in every such case, the Parties will be restored to their former
positions, rights and remedies as if no such suit, action or proceedings had been brought
or taken.
16. NOTICES
16.1 All notices, requests and approvals by a Party will be given, in writJng, and
delivered by personal service, the United States Postal Service, express delivery service,
or facsimile transmission, as follows:
TO CITY:
COPY:
TO FRIENDS:
City of Palo Alto
1305 Middlefield Road
Palo Alto, CA 94301
Phone: (650) 463-4951
Fax: (650) 321-5612
E-Mail: Greg.Betts@CityofPaloAito.org
ATTN: Director
City of Palo Alto
P. 0. Box 10250
Palo Alto, CA 94303
E-mail: Brad.Eggleston@CityofPaloAito.org
ATTN: Assistant Director
Friends of the Magical Bridge, LLC
416 Fulton
Palo Alto, CA 94301
Phone:(650}380-1557
E-mail: olenka@magicalbridge.org
ATTN: Olenka Villareal
17. MISCELLANEOUS PROVISIONS
17.1 This Agreement will be governed by and constr1.,1ed in accordance with
the laws of the State of California and the Charter of the City of Palo Alto and the Palo
140513 sdl 00710337B 13
Alto Municipal Code. The Parties will comply with all applicable federal, state and local
laws in the exercise of their rights and the performance of their obligations under this
Agreement.
17.2 All provisions of this Agreement, whether covenants or conditions, will be
deemed to be both covenants and conditions.
17.3 This Agreement represents the entire agreement between the Parties
and supersedes all prior negotiations, representations and contracts, written or oral.
This Agreement may be amended by an instrument, in writing, signed by the Parties.
This Agreement may be executed in any number of counterparts, each of which will be
an original, but all of which together will constitute one and the same instrument.
17.4 All exhibits referred to in this Agreement are by such references
incorporated in this Agreement and made a part hereof. The following exhibits are
made a part of this Agreement:
Exhibit "A"-Description of the Site and Pathway improvements
Exhibit "B" -Construction and Installation Schedule for the Facilities
. Exhibit "C" -Itemized Budget for the Facilities
Exhibit "D" -Insurance Requirements
17.5 Upon request of the CITY, the FRIENDS will furnish to the CITY for its
review and approval copies of its articles of organization, operating agreement, and
other information relating to its organization status.
17.6 This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This provision will take precedence
in the event of a conflict with any other covenant, term or condition of this Agreement.
17.7 The Parties agree that the normal rule of construction to the effect that
any ambiguity is to be resolved against the drafting party will not be employed in the
interpretation of this Agreement or any amendment or Exhibit hereto.
II
II
II
140513 sdl 00710337B 14
IN WITNESS WHEREOF, the Parties by their duly authorized representatives have
executed this Agreement as of the Effective Date.
APPROVED AS TO FORM: CITY OF PAlO AlTO
Senior Asst. City Attorney
/
APPROVED: FRIENDS OF THE MAGrtAl BRIDGE LLC ,, ;f( ~Jlli2
Member
140513 sdl 007103378 15
EXHIBIT "A"
DESCRIPTION OF THE SITE AND PATHWAY IMPROVEMENTS
140513 sdl 00710337B 16
EXHIBIT 11B"
CONSTRUCTION AND INSTALLATION SCHEDULE FOR THE FACILITIES
PHASES 1 AND 2
140513 sdl 00710337B 17
Exhibit B
Construction Schedule -Magical Bridge
June July August September October
Phase 1
Demolition
Grading
Drainage
Electrical
Masonry
Fencing & Railing
Play Surfacing
Play Equipment '
Landscaping
Phase 2
Masonry
Electrical
Play Surfacing
Play Equipment
Landscaping ----
140513 sdl 007103378
EXHIBIT "C"
ITEMIZED BUDGET FOR THE FACiliTIES
PHASES 1 AND 2
18
Exhibit C
Magical Bridge Playground -Project Budget Review
Amount
PLAYGROUND DESIGN & CONSTRUCTION COSTS (for work managed by Friends)
Design & Structural Services $323,436.00
TDA Grant work (Prevailing Wage) $132,677.00
Playground Zones
Spinning $234,739.00
Swinging $246,626.00
Slide Mound $411,852.00
Tot Area $143,449.00
Picnic $194,225.00
Music $93,767.00
Entry $132,255.00
Playhouse and Elevated Walks $618,083.00
General Site Work $815,708.00
TOTAL CONSTRUCTION COSTS: $3,346,817.00
10% CONSTRUCTION CONTINGENCY: $334,681.70
TOTAL CONSTRUCTION BUDGET COSTS: $3,68:1.,498;70
FUNDING
Donation from Friends (including equipment) $3,164,346.70
Donated Design and Structural Services $234,475.00
TDA Grant $82,712.00
CIP PE-12013 funds (TDA matching funds) $49,965.00
County Grant Funding $150,000.00
TOTAL: . $3,681,498.70
FRIEND DONATED FUNDS DEPOSITS /PURCHASES
Purchase Play equipment: $342,876.00
Deposit#1: $2,500,000.00
Deposit #2: $321,470.70
TOTAL: $3,164,346.70
CITY FUNDS Paid To Date Amount Remaining
Design Contract (RHAA revised 1/14) $160,000.00 $155,361.10 $4,638.90
Reimbursable $10,000.00 $206.10 $9,793.90
Add Services $10,000.00 $0.00 $10,000.00
TDA Match funding from CIP $49,965.00 $0.00 $49,965.00
Testing $15,000.00 $9,267.90 $5,732.10
%for Art $30,000.00 $0.00 $30,000.00
Project Costs (printing, postage etc.) $10,000.00 $3,183.26 $6,816.74
Remaining Amount $15,035.00 $0.00 $15,035.00
TOTAL: $300,000.00 $168,018.36 $131,981.64
BAO -AMOUNT REQUESTED
Funding provided by the Friends $2,821,470.70
TDA Grant: $82,712.00
County Grant Funding: $150,000.00
TOTAL: $3,0!)4;182.70
Current Amount in CIP for construction purposes: -$1,000,000.00
TOTAL BAO REQUESTED: $2,054,182.70
REQUIRED
YES
YES
YES
YES
YES
YES
EXHIBIT "D''
INSURANCE REQUIREMENTS
THE FRIENDS AND/OR ITS GENERAL CONTRACTOR, AT ITS SOLE EXPENSE, SHALL DURING THE
TERM OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED
BELOW, AFFORDED BY COMPANIES WITH A BEST'S KEY RATING OF A-:Vll, OR HIGHER,
LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF
CALIFORNIA.
MINIMUM LIMITS
TYPE OF COVERAGE REQUIREMENT EACH
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
AUTOMOBILE LIABILITY STATUTORY
BODILY INJURY $1,000,000 $1,000,000
COMPREHENSIVE GENERAL
LIABILITY, INCLUDING PERSONAL PROPERTY DAMAGE $1,000,000 $1,000,000
INJURY, BROAD FORM PROPERTY
DAMAGE BLANKET CONTRACTUAL, BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000
AND FIRE LEGAL LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000
COMPREHENSIVE AUTOMOBILE EACH OCCURRENCE $1,000,000 $1,000,000
LIABILITY, INCLUDING, OWNED,
HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY DAMAGE, $1,000,000 $1,000,000
COMBINED
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE ALL DAMAGES $1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE E;NTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND
EMPLOYEES.
COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY-DAY ADVANCE NOTICE TO THE CITY OF A
CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE
FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY SEE SECTION, SAMPLE
AGREEMENT FOR SERVICES.
II. SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR
COMPLETE THIS SECTION AND IV THROUGH V, BELOW.
A. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR
BROKER):
B. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER:
140513 sdl 007103378 19
C. POLICY NUMBER(S):
D. DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE
CITY'S PRIOR APPROVAL):
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO
"ADDITIONAL INSURES"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED
INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT
ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR
FOR THE BENEFIT OF THE ADDITIONAL INSURES.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES
UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY
RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE
NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY
REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING
COMPANY SHALL PROVIDE.CITY AT LEAST A THIRTY (30) DAY WRITTEN
NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT
LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
IV. UNDERSIGNED CERTIFIES THAT THE FRIENDS' INSURANCE COVERAGE MEETS THE ABOVE
REQUIREMENTS:
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.
Finn:
Signature:
Name:
Signature:
Name:
NOTICES SHALL BE MAILED TO:
140513 sdl 0071 0337B
PURCHASING AND
CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303.
20
RESOLUTION NO. "&o5--;}.:?(((-7'J.
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF SANTA
CLARA MAKING ALL NECESSARY FINDINGS PURSUANT TO GOVERNMENT
CODE SECTION 25553 FOR THE APPROVAL AND TRANSFER OF $150,000 OF
PARK CHARTER FUNDS TO THE CITY OF PALO ALTO FOR CONSTRUCTION OF
THE MAGICAL BRIDGE PLAYGROUND SERVING A PARK PURPOSE AND
APPROVAL OF A FUNDING AGREEMENT WITH THE CITY OF PALO ALTO FOR
CONSTRUCTION OF THE MAGICAL BRIDGE PLAYGROUND.
WHEREAS, on or about May 19,2014, the City Council of the City of Palo Alto entered
into an agreement (Attachment 1) with the Friends of the Palo Alto Parks, a 50l(c)(3)
corporation and/or the Friends ofthe Magical Bridge LLC (an affiliated entity of the Friends of
the Palo Alto Parks) who operates the Friends of the Magical Bridge Playground (collectively,
the "Friends") to fund, design, and construct a 1.28 acre children's playground at Mitchell Park
in the City of Palo Alto for children of all abilities (the "Magical Bridge Playground"); and,
WHEREAS, on or about May 19,2014, the City Council of the City ofPalo Alto, by
four-fifths vote, adopted a Resolution (Attachment 2-the "City's Resolution") making
findings pursuantto Califomia Government Code Section 25551 in order to request funding
from the County of Santa Clara in the amount of 150,000 (the "County Funds'') to construct the
Magical Bridge Playground; and,
WHEREAS, pursuant to Government Code Section 25551, "if the legislative body of
any city finds that any public park, beach, golf course, qr recreation grounds belonging to the
city is being used by large numbers of residents of the county generally who are not residents of
the city, and that the use by the nonresidents of the city necessitates the enlargement or
improvement or increases the cost of maintenance of the public park, beach, golf course, or
recreation ground, it may request financial assistance from the county in which the city is
situated by a resolution adopted by a vote of four-fifths of all its elected members"; and,
WHEREAS, pursuant to Government Code Section 25553, upon the County receiving a
certified copy of the City's Resolution, "if the board of supervisors finds by four-fifths vote of all
its members that the enlargement or improvement of the public park, beach, golf course, or
recreation ground is of general county interest or that the cost of maintenance is increased by
reason of use by residents of the county outside of the city, it may determine to extend aid to the
city for the purpose in an amount to be fixed by it by resolution, but not exceeding the amount
requested by the legislative body of the city"; and,
II
Resolution No.-----
To Transfer $150,000 to City of Palo Alto
And Approve Funding Agreement
Page 1 JUN 1 0 2014
WHEREAS, the attached "Funding Agreement" with the City of Palo Alto
(Attachment 3) commits the City to use any County-approved funds for the purpose of
constructing the Magical Bridge Playground and to expend such funds within one year from
County's approval of the Funding Agreement; and,
WHEREAS, Section 604(b) of the County's Park Charter states that the "Board of
Supervisors shall appropriate the money in the county park fund for the acquisition,
development, or acquisition and development of real property for county park purposes and for
the maintenance and operation of county parks. At least 15% of the funds transferred from the
general fund shall be set aside and used for the acquisition of real property for county park
purposes and at least 5% used for park development for county park purposes, and the remaining
funds shall be used for county park operations"; and,
WHEREAS, the Board-approved Parks and Recreation Element of the County General
Plan envision a County-wide network of parks and trails that offer users a seamless recreation
experience and encourages acquisitions for such park purposes; and,
WHEREAS, the Board of Supervisors, wishes to aid the City in constructing the Magical
Bridge Playground which, together with serving as a recreational facility and park experience for
children, also serves and fulfills the additional park purpose of providing a transition, rest-spot
and destination for all users of Mitchell Park, and future users of the Adobe Creek Connector
Trail identified in the Board-approved Countywide Trails Master Plan (collectively, the "Park
Purpose"); and,
WHEREAS, the Parks and Recreation Department has determined that the funding of
the Magical Bridge Playground through the use of County Park Charter Funds would further the
County's park purpose goals and objectives and is consistent and in conformity with the County
Charter, the adopted Parks and Recreation Element of the County's General Plan; and,
II
II
II
II
II
Resolution No. ------
To Transfer $150,000 to City of Palo Alto
And Approve Funding Agreement
Page 2
WHEREAS, pursuant to the terms of the attached Funding Agreement, the City will
comply fully with the California Environmental Quality Act ("CEQA") prior to the expenditure
of any County Funds for the Magical Bridge Playground.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of the County
of Santa Clara, that:
II
II
II
II
II
II
II.
II
II
II
II
1. the enlargement or improvement of the Mitchell Park with the construction of the
Magical Bridge Playground is of general County interest and/or that the cost of
maintenance is increased by reason of use by residents of the County outside of
the City of Palo Alto;
2. the use of Park Charter Funds in the exact amount of$150,000 for the
construction of the Magical Bridge Playground serves a Park Purpose and is
consistent with the County Park Charter, the Parks and Recreation Element of the
County's General Plan;
3. the Funding Agreement with the City of Palo Alto is approved;
4. on behalf of the County of Santa Clara, the President of the Board of Supervisors
is herein authorized and directed to execute the Funding Agreement; and,
Resolution No.------
To Transfer $150,000 to City of Palo Alto
And Approve Funding Agreement
Page3
5. this resolution of the County Board of Supervisors is sufficient authority for the
County Auditor to draw his warrant in favor of the City of Palo Alto for the sum
of $150,000 from Park Charter Funds and for proper action on the part of any
County officer affected to carry out this resolution.
PASSED AND ADOPTED by the Board of Supervisors of the County of Santa Chu-a,
State of California, on JUN 1 0 2U14 by no less than four~fifth's vote as follows:
AYES: Supervisors:
NOES: Supervisors:
ABSENT: Supervisors:
ABSTAIN: Supervisors:
Mike Wasserman, President, Board of Supervisors
Signed and certified that a copy of this document
has been delivered by electronic or other means
to the President, Board of Supervisors.
Date: JUN 1 o 2014 --------
APPROVED AS TO FORM AND LEGALITY:
ATTACHMENTS TO THIS RESOLUTION:
Attachment 1 -The Agreement with the Friends of the Magical Bridge
Attachment 2-Certified Copy of City of Palo Alto's Resolution
Attaclunent 3-Funding Agreement with City of Palo Alto
Resolution No.-----
To Transfer $150,000 to City of Palo Alto
And Approve Funding Agreement
Page4
ATTACHMENT 1
The Agreement with the Friends of the Palo Alto Parks
Resolution No.------
To Transfer $150,000 to City of Palo Alto
And Approve Funding Agreement
PageS
ATTACHMENT 2
Certified Copy of City of Palo Alto's Resolution
Resolution No.------
To Transfer $150,000 to City of Palo Alto
And Approve Funding Agreement
Page 6
ATTACHMENT 3
Funding Agreement wifu City of Palo Alto
Resolution No. _____ _
To Transfer $150,000 to City of Palo Alto
And Approve Funding Agreement
Page7